UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): March 29, 2007
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
March
29, 2007, Consolidated-Tomoka Land Co. (The “Company”) entered into a Second
Amendment to Master Loan and Security Agreement (the “Second Loan Agreement
Amendment”) amending certain provisions of the Master Loan and Security
Agreement dated May 31, 2002 as previously amended August 15, 2003, (the “Loan
Agreement”) between the Company as borrower and SunTrust Bank, N.A. as the
lender. The Loan Agreement amendment was entered into in order to among other
things:
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Amends
Section 2. The Facilities.
Delete subparagraphs (1), (2), (3), (4), and (5) of Section 2.1 and
add
new subparagraphs (1), (2), (3), (4) and (5) which among other
things:
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Increases
the maximum loan amount from $10,000,000.00 to
$20,000,000.00.
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Establishes
a two (2) year term for the note.
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Changes
the interest rate from a floating rate which is the lower of one
hundred
fifty (150) basis points over the 30 day London InterBank Offer Rate
(“LIBOR Rate”) or one percent (1%) below the Bank’s prime rate to one
hundred forty (140) basis points over the 30 day LIBOR
Rate.
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Deletes
Section 5. Affirmative
Covenants.
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Sections
5.1, 5.2, 5.3 and 5.4 deleted in their
entirety.
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Amends
Section 12. Negative
Covenants
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Sections
8.1 through 8.6 deleted and Section 8.1 restated as
follows:
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8.1
Indebtedness.
Without the prior written consent of the Bank, granted or withheld
in its
sole discretion, Borrower shall not , in any single fiscal year,
incur,
create, assume, or add any additional indebtedness or liability in
an
amount which exceeds One Million ($1,000,000.00) Dollars in the aggregate
(“Annual
New Indebtedness Limitation”).
For the purposes of calculating the Annual New Indebtedness Limitation,
the aggregate debt amount, shall not include, for the sole purposes
of
this Section, indebtedness which is non-recourse to the Borrower,
or
indebtedness assumed by Borrower in the acquisition of real property
to be
held by Borrower for investment
purposes.
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Adds
a new section, Cross Default, as stated
below:
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Cross
Default.
This Agreement and the Note are made and issued in conjunction with
other
credit commitments and loans to the Borrower from Bank. A default
under
this Agreement and/or Note shall constitute a default under all
commitments and loans issued to Borrower by Bank, including, but
not
limited to, the SunTrust Promissory Note Dated July 1, 2002 in the
original principal amount of Eight Million ($8,000,000.00) Dollars
executed by Borrower (“$8,000,000.00
Note”).
A default by Borrower under any other commitment or loan document
(i.e.
notes, mortgages, UCC-1’s, assignment of rents, loan agreements, etc.),
including, but not limited to the $8,000,000.00 Note made by Borrower
in
favor of Bank, shall be deemed and shall constitute a default in
this
Agreement and the Note.
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Adds
a new section, Cross Termination, as stated
below:
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Cross
Termination.
This Agreement and the Note are made and issued in conjunction with
an
Eight Million ($8,000,000.00) Dollar loan facility (“$8,000,000.00
Loan Facility”)
as
evidenced by the $8,000,000.00 Note. In the event of the payment
and
satisfaction of the $8,000,000.00 Note by Borrower, which payment
and
satisfaction shall be deemed to be a termination of the $8,000,000.00
Loan
Facility, then the entire amount due to Bank from Borrower pursuant
to the
Note, shall immediately be due and
payable.
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On
March
29, 2007, Consolidated-Tomoka Land Co. (The “Company”) entered into a First
Amendment to Master Loan and Security Agreement (the “First Loan Agreement
Amendment”) amending certain provisions of the Master Loan and Security
Agreement dated July 1, 2002, (the “Loan Agreement”) between the Company as
borrower and SunTrust Bank, N.A. as the lender. The loan agreement amendment
was
entered into in order to, among other things:
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Deletes
Section 5. Affirmative Covenants.
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Sections
5.1, 5.2, 5.3 and 5.4 deleted in their
entirety.
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Amends
Section 12. Negative
Covenants
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Sections
8.1 through 8.6 deleted and Section 8.1 restated as
follows:
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8.1
Indebtedness. Without
the prior written consent of the Bank, granted or withheld in its
sole
discretion, Borrower shall not, in any single fiscal year, incur,
create,
assume, or add any additional indebtedness or liability in an amount
which
exceeds One Million ($1,000,000.00) Dollars in the aggregate
(“Annual
New Indebtedness Limitation”).
For the purposes of calculating the Annual New Indebtedness Limitation,
the aggregate debt amount, shall not include, for the sole purposes
of
this Section, indebtedness which is non-recourse to the Borrower,
or
indebtedness assumed by Borrower in the acquisition of real property
to be
held by Borrower for investment
purposes.
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Adds
a new section, Cross Termination, as stated
below:
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Cross
Termination. This
Agreement and the Note are made and issued in conjunction with a
Twenty
Million ($20,000,000.00) Dollar loan facility (“$20,000,000.00 Loan
Facility”) as evidenced by a modified and Additional Advance Promissory
Note, in the original principal amount of Twenty Million ($20,000,000.00)
Dollars, dated March 29, 2007, executed by Borrower in favor of Bank
(“$20,000,000.00 Note”). In the event of the payment and satisfaction of
the $20,000,000.00 Note by Borrower, which payment and satisfaction
shall
be deemed to be termination of the $20,000,000.00 Loan Facility,
then the
entire amount due to Bank from Borrower pursuant to the Note, shall
immediately be due and payable.
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Deletes
Section 2.1 Loan/Notes subparagraph 13. Loan Security and Section
2.2
Security releasing the real estate collateral securing the
loan.
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Adds
Section 2.2.2 Borrower’s Agreement regarding cross default as stated
below:
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This
Agreement and Note are made and issued in conjunction with other credit
commitments and loans to the Borrower from Bank. A default under this Agreement
and/or the Note shall constitute a default under all commitments and loans
issued to Borrower by Bank. A default under any other commitment or loan
documents (i.e., Notes, Mortgages, UCC-1’s Assignment of Rent, Loan Agreements,
etc.) by Borrower regarding a loan transaction between Borrower and Bank shall
be deemed a default in the Note and this Agreement. A default in the terms
and
conditions that certain Modified and Additional Advance Promissory Note dated
of
even date herewith, in the principal amount of Twenty Million ($20,000,000.00)
Dollars, Master Loan and Security Agreement, dated March 31, 2002, as modified
by Amendment to Master Loan and Security Agreement, dated August 15, 2003 and
that certain Second Amendment to Master Loan and Security Agreement, dated
of
even date herewith, shall be deemed a default in the terms of this Agreement
and
the Note.
A
default
in any one is a default in all and Bank shall have any and all remedies as
provided in any and all of the foregoing referenced documents and/or
agreements.
Copies
of
the Loan Agreement Amendments are attached to this current report on Form 8-K
as
Exhibits 10.1 and 10.2 and are incorporated herein by reference. The foregoing
summary description of the Loan Agreement Amendments and the transactions
contemplated thereby are not intended to be complete and are qualified in their
entirety by the complete text of the Loan Agreement Amendments.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
Off-Balance Sheet Arrangement of a Registrant.
Please
see the discussion in “Item 1.01. Entry into a Material Definitive Agreement” of
this Form 8-K, which discussion is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed as part of this report:
Exhibit Description
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
March 29, 2007
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Consolidated-Tomoka
Land Co.
By:/s/
Bruce W. Teeters
Bruce
W. Teeters, Senior Vice President Finance and Treasurer
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AMENDMENT
TO MASTER LOAN AND SECURITY AGREEMENT
THIS
AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT
(“Amendment”)
made
this 29th
day of
March, 2007 by and among SUNTRUST
BANK, with
its
principle banking office located at 200 S. Orange Avenue, Orlando, Florida
32801
(“Bank”),
and
CONSOLIDATED-TOMOKA
LAND CO.,
a
Florida corporation (“Borrower”).
RECITALS
Borrower
and Bank entered into a Master Loan and Security Agreement, dated July 1, 2002
(“Loan
Agreement”).
The
Loan
Agreement was executed as part of the loan documents evidencing the Bank’s Eight
Million ($8,000,000.00) Dollar loan to Borrower, and as further evidenced by
the
SunTrust Promissory Note, dated July 1, 2002 in the original principal amount
of
Eight Million ($8,000,000.00) Dollars, (“Note”)
executed by Borrower.
The
parties desire to amend certain terms and provisions of the Loan Agreement
as
more particularly set forth below.
Unless
and except as expressly modified herein, the capitalized terms and defined
terms
utilized and set forth herein shall have the means and definitions ascribed
to
them in the Loan Agreement.
NOW,
THEREFORE,
for the
sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties hereto
agree as follows:
1. Recitals.
The
above recitals are true and correct and are expressly incorporated
herein.
2. Definitions.
Section
1.1 is hereby modified to delete the following sub-paragraphs: (f), (i), (k),
(n), (o), (p), (q), (u), (x), (z), (bb), (cc), (dd), (ee), (ff), (gg), (hh).
Sub-Paragraph 1.1 (j) is hereby restated in its entirety to provide as follows:
Loan
Documents
shall
mean this Agreement, the Note, Assignment of Loan Documents, as well as any
other documents, instruments or agreements executed in connection with the
transactions contemplated herein.
3. Annual
Reports.
Section
2.1, Sub-Paragraph (12) is hereby restated as follows:
The
Borrower shall furnish to Bank, within ninety (90) days after the end of each
fiscal year, a profit loss statement, reconciliation of surplus statement of
the
Borrower for each fiscal year, and a balance sheet at the end of such year,
audited by independent, certified public accountants of recognized standing,
selected by Borrower and satisfactory to Bank. Tax returns shall be furnished
within thirty (30) days from the date of filing with the United States Treasury
Department. Borrower shall provide annual reports as required herein beginning
with the calendar year 2007. All reports shall be prepared in accordance with
generally accepted accounting standards and certified by the Chief Financial
Officer of the Borrower as being true and accurate.
4. Loan
Security.
Section
2.1 Sub-Paragraph 13 of the Loan Agreement is hereby deleted in its
entirety.
5. Security
and Cross-Default.
Section
2.2 is hereby deleted and restated to provide as follows:
2.2.1
Security:
As
security for the payment of the Note described in paragraph 2.1 and all
substitutions, renewals or extensions thereof, the Borrower assigns, pledges
and
grants to Bank a security interest in the following:
a.) All
collateral security documents assigned to Bank referenced in the attached
Assignment of Loan Documents except the mortgage and collateral loan documents
released pursuant to that certain Release and Satisfaction of Mortgage and
Collateral executed by Bank contemporaneously herewith;
b.) The
Rate
Swap Agreement executed by Borrower;
c.) The
Permanent Mortgage Loan Commitment issued to Borrower by Bank for this
transaction. The Loan Commitment shall survive the closing and all terms and
conditions of said Loan Commitment as amended and modified shall remain fully
binding obligations of all parties after closing.
All
of
the foregoing shall be collectively referred to as "Collateral".
2.2.2
Borrower's
Agreement Regarding Cross Default.
This
Agreement and Note are made and issued in conjunction with other credit
commitments and loans to the Borrower from Bank. A default under this Agreement
and/or the Note shall constitute a default under all commitments and loans
issued to Borrower by Bank. A default under any other commitment or loan
documents (i.e., Notes, Mortgages, UCC-1's Assignments of Rent, Loan Agreements,
etc.) by Borrower regarding a loan transaction between Borrower and Bank shall
be deemed a default in the Note and this Agreement. A default in the terms
and
conditions that certain Modified and Additional Advance Promissory Note dated
of
even date herewith, in the principal amount of Twenty Million ($20,000,000.00)
Dollars, Master Loan and Security Agreement, dated March 31, 2002, as modified
by the Amendment to Master Loan and Security Agreement, dated August 15, 2003
and that certain Second Amendment to Master Loan and Security Agreement, dated
of even date herewith, shall be deemed a default in the terms of this Agreement
and the Note.
A
default
in any one is a default in all and Bank shall have any and all remedies as
provided in any and all of the foregoing referenced documents and/or
agreements.
6. Authorization
of Borrower.
Section
3.2, Sub-Paragraph (c) is hereby deleted in its entirety.
7. Priority
of Security Interest.
Section
3.8 of the Loan Agreement is hereby deleted in its entirety.
8. Affirmative
Covenants.
Sections 5.1, 5.2, 5.3 and Section 5.4, of the Loan Agreement are hereby
deleted.
9. Default.
Sub-Paragraph 7.1 (f) is restated in its entirety to provide:
(f)
Default be made in the Loan Documents.
Section
7.2 of the Loan Agreement is hereby deleted.
10. Negative
Covenants.
Section
8.1 through 8.6, inclusive of the Loan Agreement are deleted and Section 8.1
is
restated as follows:
8.1
Indebtedness.
Without
the prior written consent of the Bank, granted or withheld in its sole
discretion, Borrower shall not, in any single fiscal year, incur, create,
assume, or add any additional indebtedness or liability in an amount which
exceeds One Million ($1,000,000.00) Dollars in the aggregate (“Annual
New Indebtedness Limitation”).
For
the purposes of calculating the Annual New Indebtedness Limitation, the
aggregate debt amount, shall not include, for the sole purposes of this Section,
indebtedness which is non-recourse to the Borrower, or indebtedness assumed
by
Borrower in the acquisition of real property to be held by Borrower for
investment purposes.
11. Cross
Termination.
This
Agreement and the Note are made and issued in conjunction with a Twenty Million
($20,000,000.00) Dollar loan facility (“$20,000,000.00
Loan Facility”)
as
evidenced by a Modified and Additional Advance Promissory Note, in the original
principal amount of Twenty Million ($20,000,000.00) Dollars, dated March 29,
2007, executed by Borrower in favor of Bank (“$20,000,000.00
Note”).
In
the event of the payment and satisfaction of the $20,000,000.00 Note by
Borrower, which payment and satisfaction shall be deemed to be a termination
of
the $20,000,000.00 Loan Facility, then the entire amount due to Bank from
Borrower pursuant to the Note, shall immediately be due and
payable.
12. Reaffirmation.
Borrower agrees, stipulates and confirms that the loan documents, including
this
Amendment and the Note are valid, binding and enforceful in accordance with
their respective terms, and nothing herein contained shall invalidate, mitigate
or offset the Borrower’s obligation to pay the indebtedness evidenced by the
Note or to perform the obligations set forth in the Loan Agreement, as herein
modified.
13. Miscellaneous.
Except
as expressly provided for herein, all other terms and provisions of the Loan
Agreement remain in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Amendment to be executed on the date shown
below
the signature of each.
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WITNESSES:
/s/
Devon Dorato
Witness
Signature
Printed
Name:
Devon Dorato
/s/
Matthew Vaughn
Witness
Signature
Printed
Name: Matthew
Vaughn
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BANK:
SUNTRUST
BANK
By: /s/
Stephen L. Leister
Name:
Stephen L. Leister
Title:
First Vice President
Signature
Date: March
29,
2007___
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WITNESSES:
/s/
Devon Dorato
Witness
Signature
Printed
Name: Devon
Dorato
/s/
Matthew Vaughn
Witness
Signature
Printed
Name: Matthew
Vaughn
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BORROWER:
CONSOLIDATED-TOMOKA
LAND CO.,
a
Florida corporation
By: /s/
Bruce W. Teeters
Name:
Bruce W. Teeters
Title:
Sr. Vice President and Chief Financial Officer
Signature
Date: March
29, 2007_______
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SECOND
AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT
THIS
SECOND AMENDMENT TO MASTER LOAN AND SECURITY AGREEMENT
(“Second
Amendment”)
made
this 29th day of March, 2007 by and among SUNTRUST
BANK, with
its
principle banking office located at 200 S. Orange Avenue, Orlando, Florida
32801
(“Bank”),
and
CONSOLIDATED-TOMOKA
LAND CO.,
a
Florida corporation (“Borrower”).
RECITALS
Borrower
and Bank entered into a Master Loan and Security Agreement, dated May 31, 2002
(“Original
Loan Agreement”)
which
was subsequently amended by that Amendment to Master Loan and Security
Agreement, dated August 15, 2003, (“First
Amendment to Loan Agreement”)
(the
Original Loan Agreement and First Amendment Loan Agreement collectively referred
to as “Loan
Agreement”).
The
Original Loan Agreement was executed as part of the loan documents evidencing
the Bank’s Seven Million ($7,000,000.00) Dollar loan to Borrower, and as further
evidenced by the SunTrust Promissory Note, dated May 31, 2002 in the original
principal amount of Seven Million ($7,000,000.00) Dollars, (“Original
Note”)
executed by Borrower, and subsequently amended by that certain Allonge to
Promissory Note Dated May 31, 2002, (“Allonge”)
executed by Borrower on August 15, 2003, increasing the outstanding principal
balance due under the Original Note from Seven Million ($7,000,000.00) Dollars
to Ten Million ($10,000,000.00) Dollars. (The Original Note and Allonge
collectively referred to as “Ten
Million Dollar Promissory Note”).
Contemporaneous
with the execution of this Second Amendment, Borrower has executed a Modified
Additional Advance Promissory Note (“Modified
Note”)
modifying the Ten Million ($10,000,000.00) Dollar Promissory Note by increasing
the outstanding principal balance to Twenty Million ($20,000,000.00)
Dollars.
The
parties desire to amend certain terms and provisions of the Loan Agreement
as
more particularly set forth below.
Unless
and except as expressly modified herein, the capitalized terms and defined
terms
utilized and set forth herein shall have the means and definitions ascribed
to
them in the Loan Agreement.
NOW,
THEREFORE,
for the
sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties hereto
agree as follows:
1. Recitals.
The
above recitals are true and correct and are expressly incorporated
herein.
2. Definitions.
Section
1, Sub-Paragraphs (d), (f), (i), (k), (n), (o), (p), (q), (r), (s), (t), (u),
(v), (x), (z), (aa), (bb), (cc), (dd), (ee), (ff), (gg) are hereby
deleted.
3. Promissory
Note.
Section
1.1 Sub-Paragraph L, of the Loan Agreement is hereby deleted and restated to
provide as follows:
“Note”
shall mean the Modified Note, executed simultaneously with this Second Amendment
to Loan Agreement, dated March 29, 2007, in the original principal amount of
Twenty Million ($20,000,000.00) Dollars.
4. The
Facilities.
Subparagraphs (1), (2), (3), (4), and (5), of Section 2.1 and the first
unnumbered paragraph of Section 2.1 all of the Loan Agreement are hereby deleted
and restated in their entirety as follows:
2.1
Loan/Notes.
Subject
to the terms and conditions of this Agreement, as subsequently modified, the
Bank agrees to loan to Borrower the maximum sum of Twenty Million
($20,000,000.00) Dollars, as an unsecured, revolving credit line under the
following terms:
1)
Borrower.
The
advance shall be made to Borrower, who shall be responsible for the repayment
of
the advance and all interest and other charges.
2)
Amount
of Loan.
The
original, maximum loan amount shall mean Twenty Million ($20,000,000.00)
Dollars.
Advances
under the Note shall be subject to the following additional requirements: a)
Borrower shall not be in default with any obligations due to the Bank; and
b)
the Operating Account must be maintained by Borrower with Bank.
3)
Purpose.
Advances under the Line of Credit will be used for the general corporate
purposes of Borrower.
4)
Term
of Line.
The
line shall be represented by a promissory note or notes, payable in accordance
with the Note. The Bank’s advance obligation to advance under this Line of
Credit may be terminated at any time if: (i) in the sole opinion of the Bank,
the Borrower is no longer creditworthy, (ii) it is learned that the Borrower
made material misrepresentation to obtain the credit, (iii) the Borrower refuses
to cooperate with Bank by the submission of requested information in order
to
evaluate or update the Borrower’s overall financial condition, (iv) the Borrower
no longer maintains a satisfactory relationship with the Bank. After the
expiration of the initial two (2) year term of the Note, the Note and Agreement
may be reviewed annually by the Bank for extension for additional one (1) year
terms. The Bank shall determine whether or not to extend the Maturity Date
of
the Note in its sole and absolute discretion. Among other factors the Bank
may
consider for each one (1) year extension of the Note and Agreement the Bank
may
consider the Borrower’s overall banking relationship with the Bank, the
financial condition of the Borrower, and the Borrower’s willingness to cooperate
in submitting requested reports, information and data with which the Bank may
evaluate the Borrower’s overall creditworthiness.
5)
Interest
Rate.
Interest shall be charged on the basis of a three hundred sixty (360) day year
counting the actual number of days elapsed and shall accrue on the principal
amount of the Loan outstanding from time to time at a floating rate per annum
equal to one hundred forty (140) basis points in excess of the Monthly Libor
Index in effect from time to time (the “Applicable Interest Rate”). The
Applicable Interest Rate shall be computed monthly on the first (1st)
day of
each month. “Libor
Rate”
shall
mean an interest rate per annum equal to the thirty (30) day (one month) London
Interbank Offered Rate set for the period as published on each Business Day
in
the Money Rate section of The Wall Street Journal (or The New York Times in
the
event The Wall Street Journal no longer exists or ceases to publish LIBOR rates)
without adjustment by Lender.
5. Line
Pay Down.
Section
2.1, Sub-Paragraph (8) is hereby deleted.
6. Annual
Reports.
Section
2.1, Sub-Paragraph (13) is hereby restated as follows:
The
Borrower shall furnish to Bank, within ninety (90) days after the end of each
fiscal year, a profit loss statement, reconciliation of surplus statement of
the
Borrower for each fiscal year, and a balance sheet at the end of such year,
audited by independent, certified public accountants of recognized standing,
selected by Borrower and satisfactory to Bank. Tax returns shall be furnished
within thirty (30) days from the date of filing with the United States Treasury
Department. Borrower shall provide annual reports as required herein beginning
with the calendar year 2007. All reports shall be prepared in accordance with
generally accepted accounting standards and certified by the Chief Financial
Officer of the Borrower as being true and accurate.
7. Authorization
of Borrower.
Section
3.2, Sub-Paragraph (c) is hereby deleted.
8. Priority
of Security Interests.
Section
3.8 is hereby deleted.
9. Affirmative
Covenants.
Sections 5.1, 5.2, 5.3, and 5.4 are hereby deleted in their
entirety.
10. Financial
Covenants.
Section
6.2 is hereby deleted.
11. Additional
Remedies.
Section
7.2 is hereby deleted.
12. Negative
Covenants.
Section
8.1 through 8.6, inclusive of the Loan Agreement are deleted and Section 8.1
is
restated as follows:
8.1
Indebtedness.
Without
the prior written consent of the Bank, granted or withheld in its sole
discretion, Borrower shall not, in any single fiscal year, incur, create,
assume, or add any additional indebtedness or liability in an amount which
exceeds One Million ($1,000,000.00) Dollars in the aggregate (“Annual
New Indebtedness Limitation”).
For
the purposes of calculating the Annual New Indebtedness Limitation, the
aggregate debt amount, shall not include, for the sole purposes of this Section,
indebtedness which is non-recourse to the Borrower, or indebtedness assumed
by
Borrower in the acquisition of real property to be held by Borrower for
investment purposes.
13. Cross
Default.
This
Agreement and the Note are made and issued in conjunction with other credit
commitments and loans to the Borrower from Bank. A default under this Agreement
and/or the Note shall constitute a default under all commitments and loans
issued to Borrower by Bank, including, but not limited to, the SunTrust
Promissory Note dated July 1, 2002 in the original principal amount of Eight
Million ($8,000,000.00) Dollars executed by Borrower (“$8,000,000.00
Note”).
A
default by Borrower under any other commitment or loan document (i.e. notes,
mortgages, UCC-1’s, assignment of rents, loan agreements, etc.), including, but
not limited to the $8,000,000.00 Note made by Borrower in favor of Bank, shall
be deemed and shall constitute a default in this Agreement and the
Note.
14. Cross
Termination.
This
Agreement and the Note are made and issued in conjunction with an Eight Million
($8,000,000.00) Dollar loan facility (“$8,000,000.00
Loan Facility”)
as
evidenced by the $8,000,000.00 Note. In the event of the payment and
satisfaction of the $8,000,000.00 Note by Borrower, which payment and
satisfaction shall be deemed to be a termination of the $8,000,000.00 Loan
Facility, then the entire amount due to Bank from Borrower pursuant to the
Note,
shall immediately be due and payable.
15. Reaffirmation.
Borrower agrees, stipulates and confirms that the loan documents, including
this
Second Amendment and the Modified Note are valid, binding and enforceful in
accordance with their respective terms, and nothing herein contained shall
invalidate, mitigate or offset the Borrower’s obligation to pay the indebtedness
evidenced by the Modified Note or to perform the obligations set forth in the
Loan Agreement, as herein modified.
16. Miscellaneous.
Except
as expressly provided for herein, all other terms and provisions of the Loan
Agreement remain in full force and effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Second Amendment to be executed on the date
shown below the signature of each.
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WITNESSES:
/s/
Devon Dorato
Witness
Signature
Printed
Name:
Devon Dorato
/s/
Matthew Vaughn
Witness
Signature
Printed
Name:
Matthew Vaughn
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BANK:
SUNTRUST
BANK
By: /s/
Stephen L. Leister
Name:
Stephen L. Leister
Title:
First Vice President
Signature
Date: March
29, 2007_______
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WITNESSES:
/s/
Devon Dorato
Witness
Signature
Printed
Name:
David Dorato
/s/
Matthew Vaughn
Witness
Signature
Printed
Name: Matthew
Vaughn
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BORROWER:
CONSOLIDATED-TOMOKA
LAND CO.,
a
Florida corporation
By: /s/
Bruce W. Teeters
Name:
Bruce W. Teeters
Title:
Sr. Vice President and Chief Financial Officer
Signature
Date: March
29, 2007___
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