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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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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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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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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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