LOAN
EXTENSION AND
MODIFICATION AGREEMENT
THIS LOAN
EXTENSION AND
MODIFICATION AGREEMENT
(this
"
Modification
") is made effective as of the
17
th
day of
Ju
ly
, 201
9
and between
BBX CAPITAL
CORPORATION
, a Florida corporation
("
BBX Capital
")
,
FOOD FOR THOUGHT RESTAURANT GROUP-FLORIDA, LLC
, a Florida limited liability company,
BBX CAPITAL FLORIDA LLC
, a Florida limited liability company,
WOODBRIDGE HOLDINGS
CORPORATION
, a Florida
corporation, formerly known as
WOODBRIDGE HOLDINGS, LLC
, a Florida limited liability company
("
Woodbridge
")
and
BBX SWEET HOLDINGS, LLC
, a Florida limited liability company (each a "
Borrower
" and collectively, "
Borrowers
"), and
IBERIABANK
, a Louisiana state-chartered bank
, in its capacity as
the "Administrative Agent" (as such term is defined in the "
Original
Loan Agreement" defined below) and as a
Lender ("
Iberiabank
") and
CITY NATIONAL BANK OF FLORIDA
, a national banking association
("
City National
") (
Iberiabank
and City National shall each be referred to as a "
Lender
" and collectively, "
Lenders
").
W I T N E S S E T H
:
WHEREAS
, effective as of
March 6, 2018
, Lender
s
made a
revolving line of credit loan to
Borrower
s
in the
aggregate
principal amount of
FIFTY
MILLION AND 00/
100 DOLLARS ($
50
,
0
00,000.00)
(the "
Loan
"); and
WHEREAS
,
the Loan is evidenced by
: (i)
that certain
Revolving
Promissory
Note
dated
March 6, 2018
in the amount of
THIRTY-FIVE
MILLION AND 00/
100 DOLLARS ($
35
,000,000.00)
made by
Borrower
s
in favor of Iberiabank; and (ii)
that certain Revolving Promissory
Note
dated
March 6, 2018 in the amount of
FIFTEEN MILLION AND 00/
100 DOLLARS ($15,000,000.00)
made by Borrower
s
in favor of City National
(the foregoing Revolving
Promissory
Note
s
being
hereinafter collectively
referred to as
the
"
Notes
"); and
WHEREAS
, the Note
s are secured by
: (i)
that certain
Pledge and Security
Agreement dated
as of
March 6, 2018
; and (ii)
that certain
Membership Interest Transfer Power
made by
BBX Capital
for the
ratable benefit of Lender
s
,
whereby
BBX Capital
pledged certain of its "Units" in
WOODBRIDGE HOLDINGS, LLC
, a Florida limited liability company
as collateral for the Loans (
collectively,
the "
Membership Pledge Documents
")
; and
WHEREAS
, in connection with the Loan
s
, Borrower
s
and Lender
s
entered into that certain
Loan and Security
Agreement dated
as of
March 6, 2018
, as modified by that certain
Letter
Agreement dated June
26
, 2018
(
collectively,
the "
Original L
oan Agreement
"); and
WHEREAS
, Borrower
s desire to
extend the "Initial Maturity Date" under the Original Loan Agreement and
exercise an "Extension Option" under the Original Loan Agreement, and, in connection therewith, Borrowers desire to amend certain provisions of the Original Loan Agreement; and
WHEREAS
,
each
Lender desires
that Borrower
s
extend the Initial Maturity Date under the Original Loan Agreement and
exercise an Extension Option under the Original Loan Agreement and, in connection therewith, Lender
s
desire to amend certain provisions of the Original Loan Agreement
; and
WHEREAS,
in connection with the extension of the Initial Maturity Date, the amendment of certain provisions of the Original Loan Agreement and due to the conversion of
Woodbridge
, Lender
s
ha
ve
required that
BBX Capital
amend and restate the
Membership
Pledge
Documents in accordance with the terms and conditions of that certain Amended and Restated Pledge and Security Agreement dated of even date herewith (the "
Amended Pledge Agreement
"); and
WHEREAS
, the Notes, the Membership Pledge Documents, the
Original
Loan Agreement
, the Amended Pledge Agreement
and all other documents executed by Borrowers (or any one of them) in connection with the Loan
and this Modification
shall be hereinafter collectively referred to as the "
Loan Documents
".
NOW, THEREFORE
, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows:
|
|
1.
Recitals
. Each and all of the foregoing recitations are true and correct and are incorporated herein by reference and made a part hereof.
|
|
|
2.
Capitalized Terms
. All initially capitalized terms used in this Modification unless otherwise specifically defined or specified herein shall have the respective meanings assigned to such terms in the
Original
Loan Agreement.
|
|
|
3.
Exercise of
the Initial
Extension Option
/Modification of Maturity Date
.
|
|
|
(a)
Lenders acknowledge and agree
that, as of the date of this Modification, Borrowers have paid the "Extension Fee" under the Original Lo
a
n Agreement and
ha
ve
otherwise
satisfactorily met the requirements to extend the Initial Maturity Date for
the initial
Extension Option.
As such, t
he "
Initial
Maturity Date" under the Original Loan Agreement is hereby extended for
the initial
Extension Option under the Original Loan Agreement.
|
|
|
(b)
Notwithstanding anything to the contrary contained in the Original Loan Agreement, following the extension
of the
Initial
Maturity
Date for the
initial
Extension Option,
all references in the Original Loan Agreement and the other Loan Documents to the "Maturity Date" shall hereafter mean
June 30, 2021
(or such earlier date pursuant to the terms and conditions of the Original Loan Agreement).
As such, any and all further extensions of the Maturity Date under the
Original Loan Agreement (as modified hereby)
for an Extension Option
,
shall
be deemed to extend the then applicable Maturity Date
to the
June 30
th
next occurring.
|
|
|
4.
Modifications
to the Original Loan Agreement
.
Effective as of the date of this
Modification
,
t
he Original Loan Agreement
and the other Loan Documents (as the case may be) are
hereby modified as follows:
|
|
|
(a)
Definition of
Security Agreement
. The definition of "
Security Agreement
" as set forth in
Section 1.10
5
of the Original Loan Agreement and elsewhere in the Original Loan Agreement and the other Loan Documents is hereby deleted in its entirety and the following is hereby inserted in lieu thereof
|
"Security Agreement"
shall mean that certain
Amended and Restated
Pledge and
Security Agreement dated July
17
,2019 made by Parent in favor of Administrative Agent for the benefit of itself and the Lenders, with respect to Parent's pledging of a security interest in and to the "Stock Interests" described in
Section 5
.
|
|
(b)
References to
Woodbridge Holdings
, LLC, a Florida limited liability company
and
Woodbridge Holdings, LLC
. Any and all references to "
Woodbridge Holdings, LLC, a Florida limited liability company
"
and
"
Woodbridge Holdings, LLC
" as set forth in the Original Loan Agreement and the other Loan Documents
shall be deemed to hereinafter refer to
"
Woodbridge Holdings Corporation
, a Florida
corporation" and
"
Woodbridge Holdings Corporation
", respectively.
|
|
|
(c)
Definition of Woodbridge Holdings
. The definition of "
Woodbridge Holdings
" as set forth in
Section 1.120
of the Original Loan Agreement and elsewhere in the Original Loan Agreement and the other Loan Documents is hereby modified to refer to
WOODBRIDGE HOLDINGS
CORPORATION
, a Florida
corporation, formerly known as
WOODBRIDGE HOLDINGS, LLC
, a Florida limited liability company
.
|
|
|
(d)
Definition of Woodbridge Holdings
Operating Agreement
. The definition of "
Woodbridge Holdings Operating Agreement
" as set forth in
Section 1.12
1
of the
Original Loan Agreement
is hereby deleted in its entirety and the following is hereby inserted in lieu thereof:
|
"Woodbridge Holdings Bylaws"
shall mean those certain Bylaws of Woodbridge
Holdings Corporation, a Florida corporation
effective as of March 4,
2019.
As such, any and all references to the "Wood
b
ridge Holdings Operating Agreem
ent (or words to that effect) as set forth in the
Original Loan Agreement and the other Loan Documents
shall be deemed to hereinafter refer to Woodbridge Holdings Bylaws.
|
|
(e)
Definition of Membership Interest
s
.
The definition of "
Membership Interest
s
"
as defined
in
Section
5.1
of the Original Loan
Agreement
is
hereby deleted in its entirety and the defined term
"
Stock Interest
s
"
is hereby inserted in lieu thereof and all references in the
Original Loan Agreement and the other Loan Documents
to "Membership Interest
s
" shall be
deemed
to
hereinafter
refer
to "Stock Interest
s
"
.
|
|
|
(f)
Definition of Membership Interest
s Certificates
.
The definition of "
Membership Interest
s Certificates
"
as defined
in
Section
5.1
of the Original Loan Agreement
is hereby deleted in its entirety and the defined term
"
Stock
Certificates
"
is hereby inserted in lieu thereof and all references in the
Original Loan Agreement and the other Loan Documents
to "Membership Interests Certificates" shall be deemed to hereinafter refer to "Stock Certificates". As such,
Exhibit
D
to the Original Loan Agreement is hereby deleted in its entirety and
Schedule 1
attached hereto and made a part hereof shall hereby be deemed to be
Exhibit D
to the Original Loan Agreement
|
|
|
(g)
Deletion of Fixed Charge Coverage Ratio Requirement
. Effective as of the date of this Modification,
Section 8.14
of the Original Loan Agreement is hereby deleted in its entirety.
In furtherance of the foregoing, the references to the "Fixed Charge Coverage Ratio" as set forth in
S
ection 1.
48
and in
Section 2
of
Exhibit B
(Form of Compliance Certificate) to the Original
Loan Agreement are hereby deleted in their entirety.
|
|
|
(h)
Definition of
Unencumbered
Liquid Assets
. Effective as of the date of this Modification, "Unencumbered Liquid Assets" as set forth in
Section 1.117
is hereby modified to
|
|
expressly exclude
any liquidity
held in
the name of
BLUEGREEN VACATIONS CORPORATION
, a Florida corporation.
|
|
|
5.
Ratification of Loan
s and Loan Documents
. Except as expressly modified and
amended herein,
Borrowers
covenant and agree that all of the terms, covenants, promises, warranties, representations and conditions of the Original
Loan Agreement
(as modified by the Modification), the Note
s, the Membership Pledge Agreement
and the other Loan Documents shall remain in full force and effect.
|
|
|
6.
Further Assurances
. The parties hereto agree to do, execute, acknowledge and deliver to Lender
s
and cause to be done, executed, acknowledged and delivered all further acts, assignments, assurances and documents as shall be reasonably requested of them by Lender
s
in order to comply with this Modification and the Loan Documents and give effect thereto.
|
|
|
7.
Expenses of Transaction
. Borrower
s
shall promptly pay all
reasonable
fees, costs, expenses and disbursements of Lender
s
and Lenders
'
counsel in connection with the preparation, execution, delivery and performance of this Modification and in connection therewith and in connection with all negotiations relating to this Modification.
|
|
|
8.
No Oral Modification
. This Modification constitutes the entire agreement between Borrower
s
and Lender
s
with respect to the subject matter hereof, and all understandings (oral or written) and agreements heretofore had among the parties are merged in or contained in this Modification. This Modification may not be amended except upon the written agreement of all of the parties hereto.
|
|
|
9.
Governing Law
. This Modification shall be governed in its enforcement, construction and interpretation by the laws of the State of Florida.
|
|
|
10.
Binding Upon Successors and Assigns
. This Modification shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors and assigns subject to the terms and conditions of the Loan Documents.
|
|
|
11.
Headings
. The headings of the articles, sections and subsections of this Modification are for convenience and reference only and shall not be considered a part hereof nor shall they be deemed to limit or otherwise affect any of the terms or provisions hereof.
|
|
|
12.
Counterparts
. This Modification may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one agreement. It shall not be necessary for the same counterpart to be signed by all of the parties in order for this Modification to be fully binding upon any party signing at least one counterpart.
|
|
|
13.
WAIVER OF JURY TRIAL
.
BORROWERS, ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER
THIS MODIFICATION
OR ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF
THIS MODIFICATION
OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
|
|
IN CONTRACT, TORT, EQUITY OR OTHERWISE. BORROWERS, ADMINISTRATIVE AGENT AND LENDERS EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY BORROWER
S
, ADMINISTRATIVE AGENT OR ANY LENDER MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF
THIS MODIFICATION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
|
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES APPEAR ON FOLLOWING PAGE]
