EX-10.64 88 v384471_ex10-64.htm EXHIBIT 10.64

 

Exhibit 10.64

 

I#: 2013203736 BK: 18055 PG: 262, 06/21/2013 at 03:30 PM, RECORDING 10 PAGES

$86.50 M DOC STAMP COLLECTION: $4530.75 INTANGIBLE TAX $2588.82 KEN BURKE,

CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY DEPUTY CLERK: CLKPR14

 

THIS DOCUMENT WAS PREPARED BY, AND  
AFTER RECORDING, RETURN TO:  
   
Dentons US LLP  
233 South Wacker, Suite 7800  
Chicago, Illinois 60606  
Attention:   Steven R. Davidson, Esq.  
   
   
 
  SPACE ABOVE THIS LINE FOR RECORDER’S USE

 

AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT

 

by

 

WATERTON LANSBROOK VENTURE, L.L.C.,

a Delaware limited liability

company, as Mortgagor,

 

to and in favor of

BANK OF AMERICA, N.A.,

 a national banking association,

as Mortgagee

 

This document serves as a Fixture Filing under the
Florida Uniform Commercial Code

 

Mortgagor's Organizational Identification Number is
4970971

 

 

NOTE TO CLERK: THIS AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT (THIS "AMENDMENT'') AMENDS A PRIOR MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY THE SAME OBLIGOR/MORTGAGOR AND RECORDED IN OFFICIAL RECORDS BOOK 17747, AT PAGES 111 THROUGH 138 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA (THE “PUBLIC RECORDS"). FLORIDA DOCUMENTARY STAMP AND NON-RECURRING INTANGIBLE TAXES DUE ON THE PRIOR MORTGAGE WERE PAID UPON RECORDATION OF SUCH DOCUMENT IN THE PUBLIC RECORDS. THIS AMENDMENT ALSO EVIDENCES A FUTURE ADVANCE IN THE AMOUNT OF $1,294,408.13. ACCORDINGLY, FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $4,530.75 AND NON-RECURRING INTANGIBLE TAX IN THE AMOUNT OF $2,588.81 DUE ON SUCH FUTURE ADVANCE HAVE BEEN PAID UPON RECORDATION OF HIS AMENDMENT.

 

 
 

  

  RECORDED ELECTRONICALLY
  ID                County Pinellas
  Date 6/19/13      Time 12:51pm
  www.simplifile.com 800.460.5657

 

THIS DOCUMENT WAS PREPARED BY, AND  
AFTER RECORDING, RETURN TO:  
   
Dentons US LLP  
233 South Wacker, Suite 7800  
Chicago, Illinois 60606  
Attention:   Steven R. Davidson, Esq.  
   
   
   
  SPACE ABOVE THIS LINE FOR RECORDER’S USE

 

AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT

 

by

 

WATERTON LANSBROOK VENTURE, L.L.C.,

a Delaware limited liability
company, as Mortgagor,

 

to and in favor of

BANK OF AMERICA, N.A.,

a national banking association,

as Mortgagee

 

This document serves as a Fixture Filing under the
Florida Uniform Commercial Code

 

Mortgagor's Organizational Identification Number is
4970971

 

 

NOTE TO CLERK: THIS AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT (THIS "AMENDMENT'') AMENDS A PRIOR MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY THE SAME OBLIGOR/MORTGAGOR AND RECORDED IN OFFICIAL RECORDS BOOK 17747, AT PAGES 111 THROUGH 138 OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA (THE “PUBLIC RECORDS"). FLORIDA DOCUMENTARY STAMP AND NON-RECURRING INTANGIBLE TAXES DUE ON THE PRIOR MORTGAGE WERE PAID UPON RECORDATION OF SUCH DOCUMENT IN THE PUBLIC RECORDS. THIS AMENDMENT ALSO EVIDENCES A FUTURE ADVANCE IN THE AMOUNT OF $1,294,408.13. ACCORDINGLY, FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $4,530.75 AND NON-RECURRING INTANGIBLE TAX IN THE AMOUNT OF $2,588.81 DUE ON SUCH FUTURE ADVANCE HAVE BEEN PAID UPON RECORDATION OF HIS AMENDMENT.

 

 
 

  

AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE
AND SPREADER AGREEMENT

 

This AMENDMENT TO MORTGAGE, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING, NOTICE OF FUTURE ADVANCE AND SPREADER AGREEMENT (this " Modification") is entered into as of June 17, 2013 (the "Effective Date"), and is given by WATERTON LANSBROOK VENTURE, L.L.C., a Delaware limited liability company, whose mailing address is 30 S. Wacker Drive, #3600, Chicago, Illinois 60606, Attn: Erin Ankin, hereinafter called "Mortgagor," to BANK OF AMERICA, N.A., a national banking association, whose mailing address is 135 South LaSalle, Suite 630, Chicago, Illinois 60603, hereinafter called "Mortgagee."

 

RECITALS:

 

WHEREAS, pursuant to the terms of that certain Term Loan Agreement dated as of September 28, 2012, between Mortgagor and Mortgagee (the "Loan Agreement"), Mortgagee agreed to make a loan in the maximum amount of $34,000,000.

 

WHEREAS, to evidence repayment of the Loan, Mortgagor executed and delivered to Mortgagee a Promissory Note dated as of September 28, 2012, in the original principal amount of $34,000,000 (the "Note").

 

WHEREAS, the Note is secured by, among other things, that certain Mortgage, Assignment of Rents, Security Agreement and Fixture Filing made by Mortgagor to Mortgagee, dated as of September 28, 2012 and recorded with the Clerk of Court and Comptroller of Pinellas County, Florida, on October 11, 2012 in Official Records Book 17747, at Pages 111 through 138 (the "Mortgage"), which encumbers that certain real property located in Pinellas County, Florida, as more particularly described on Exhibit A of the Mortgage (the "Property").

 

WHEREAS, on or prior to the date hereof, Mortgagor acquired fee simple interest to the additional condominium units which are listed on Schedule 1-1 which is attached hereto and made a part hereof; such additional condominium units are referred to as the "Additional Units".

 

WHEREAS, Mortgagor is required as a condition to an additional $1,294,408.13 disbursement under the Loan Agreement, to mortgage the Additional Units as security for the Note and to modify the Mortgage to reflect the addition of such collateral for the Loan.

 

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Mortgagor and Mortgagee agree as follows:

 

1.          Recitals. The foregoing recitals are true and correct and incorporated by reference herein.

 

2.          Defined Terms. All initially capitalized terms which are used herein but not defined shall have the meanings set forth in the Mortgage.

 

2
 

  

3.          Additional Collateral. Mortgagor does hereby agree that the Additional Units shall be added to the Mortgage and that the lien of the Mortgage shall be spread to include the Additional Units. Mortgagor further agrees that the Additional Units shall be considered "Units" as such term is defined in the Mortgage.

 

4.          Security. The Mortgage secures (x) the payment of the indebtedness evidenced by the Note, in the principal amount and interest at the rate set forth in the Loan Agreement, together with all renewals, modifications, consolidations and extensions of the Loan Agreement, all additional advances or fundings made by Mortgagee thereunder, and any other amounts required to be paid by Mortgagor under any of the loan documents evidencing or securing the Note, and

(y) the full performance of Mortgagor of all of the terms, covenants and obligations set forth in the Loan. The priority of all of the indebtedness secured by the Mortgage shall be deemed to relate back to the recordation date of the Mortgage.

 

5.          Legal Description. Exhibit A (including Schedule 1 thereto) to the Mortgage is hereby deleted in its entirety and replaced with Exhibit A (including Schedule 1 thereto) attached hereto and made a part hereof. Mortgagor hereby grants, bargains, sells, aliens, remises, releases, assigns, mortgages, hypothecates, deposits, pledges, sets over, confirms, warrants, and conveys unto Mortgagee all of the property described in Exhibit A attached hereto, to secure payment of the Obligations.

 

6.          Representations and Warranties. Mortgagor hereby remakes as of the date hereof all of the representations and warranties in Article III of the Mortgage and Article III of the Loan Agreement and for purposes of such representations and warranties, the term "Property" shall include the Additional Units being encumbered pursuant to this Modification.

 

7.          Captions. All headings and captions in this Modification are for convenience of reference only and shall not be used in the interpretation of any provisions of this Modification.

 

8.          Continuing Validity. Mortgagor does hereby ratify and reaffirm its obligations contained in the Mortgage, as modified hereby, as being in full force and effect as of the date of execution and recordation hereof. Except as expressly modified in this Modification, the Mortgage remains unmodified and in full force and effect.

 

9.          Severability. All provisions contained in this Modification are severable and the invalidity or unenforceability of any provisions shall not affect or impair the validity or enforceability of the remaining provisions of this Modification. All of the obligations and agreements of the Mortgagor set forth herein shall survive the recordation of this Modification.

 

10.        Terminology. Where appropriate, all references to the singular shall include the plural and vice versa and all references to any gender shall include the others.

 

11.        Conflict. In the event of any conflict among the terms hereof and the terms of the Mortgage, the terms hereof shall govern and prevail.

 

12.        Governing Law. This Modification shall be construed, governed and enforced in accordance with the Laws in effect from time to time in the State of Florida.

 

3
 

  

13.         Counterparts. This Modification may be executed in multiple counterparts, all of which shall be deemed originals and with the same effect as if al1 parties had signed the same document. All of such counterparts shall be construed together and shall constitute one instrument

 

14.         Successors and Assigns. Mortgagor shall be deemed to include the respective successors and assigns of Mortgagor. The obligations of Mortgagor, with respect to Mortgagee, shall be limited to the value of its secured Property.

 

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

 

4
 

  

The parties have entered into this Modification as of the date hereinabove set forth.

 

MORTGAGOR:

 

WATERTON LANSBROOK VENTURE, L.L.C., a Delaware limited liability company

 

  By: WRPV XI Lansbrook Tampa, L.L.C., a Delaware limited liability company, as manager
     
    By: Waterton Venture XI Holdings, L.L.C., a Delaware limited liability company, as manager
       
      By: Waterton Residential Property Venture XI, L.P., a Delaware limited partnership, as a manager
         
      By: Waterton Residential Property Venture XI (PF-1), L.P., a Delaware limited partnership, as a manager
           
        By: Waterton Venture XI GP, L.L.C., a Delaware limited liability company, as general partner
             
          By:     Waterton Associates L.L.C., an Illinois limited liability company, as sole member
             
            By: /s/ Peter Vilim
              Peter Vilim, a Manager
           

 

WITNESS OR ATTEST  
   
/s/ Angela M. Mostardi  
Name: Angela M. Mostardi  
   
/s/ Donna Edmonson  
Name: Donna Edmonson  

 

[SEAL]

 

5
 

  

STATE OF ILLINOIS )
   
COUNTY OF COOK )

 

The foregoing instrument was acknowledged before me this 13 day of June, 2013 by Peter Vilim, a Manager of Waterton Associates L.L.C., as sole member of Waterton Venture XI GP, L.L.C., as general partner of Waterton Residential Property Venture XI (PF-1), L.P., and Waterton Residential Property Venture XI, L.P., each a manager of Waterton Venture XI Holdings, L.L.C., as manager of WRPV XI Lansbrook Tampa, L.L.C., as manager of WATERTON LANSBROOK VENTURE, L.L.C., a Delaware limited liability company, on behalf of the limited liability company. He is personally known to me or has produced as identification.

 

  /s/ Carolyn Martha Lagor
   
  Printed Name: Carolyn Martha Lagor
  Notary Public
  Serial Number (if any):                                           My
Commission Expires:
   
 

(NOTARY SEAL)

 

Official Seal

Carolyn Martha Lagor

Notary Public State of Illinois

My Commission Expires 08/17/2015

 

6
 

  

Exhibit A

 

Legal Description

PARCEL 1:

 

UNITS as shown on Schedule I being in the following:

 

LANSBROOK VILLAGE CONDOMINIUM, a Condominium according to the Declaration of Condominium thereof, as recorded in O.R. Book 14696, Pages 673 through 874, inclusive and according to the Plat thereof recorded in Condominium Book 139, Pages 42 through 62, inclusive and all amendments thereof, of the Public Records of Pinellas County, Florida, together with an undivided interest in the common elements for each unit described in Schedule 1.

 

PARCEL 2:

Easements in and to the common areas, as more particularly defined and described in the Declaration of Covenants, Conditions, Restrictions and Easements for The Villages at Lansbrook (The "Villages at Lansbrook Declaration, recorded December 17, 1999, in O.R. Book 10758, Page 763, as further supplemented by the document recorded in O.R. Book 10758, Page 855, as further supplements by the document recorded in O.R. Book 11378, Page 120 and as Amended and Restated by Amended and Restate Declaration of Covenants, Conditions, Restrictions and Easements for Village of Lansbrook, recorded in 0.R. Book 12489, Page 2341, Second Amended and Restate Declaration of Covenants, Conditions, Restrictions and Easements for Villages of Lansbrook recorded October 4, 2004, in O.R. Book 13864, Page 2510, all of the Public Records of Pinellas County, Florida, LESS and EXCEPT those easement areas created under the aforementioned documentation that are located within Parcel 1 described above.

 

PARCEL 3:

Drainage and retention easements over the drainage area more particularly described and defined in the Declaration of Drainage Easements and Maintenance Agreement (the ''Drainage Declaration") recorded October 15, 1993, in O.R. Book 8437, Page 1145, as modified by O.R. Book 9109, Page 1086 and as supplemented by document recorded in O.R. Book 11378, Page 111, all of the Public Records of Pinellas County, Florida.

 

 
 

  

SCHEDULE 1 to Exhibit A, LEGAL DESCRIPTION

 

PARCEL 1 con’t:

 

Cambridge Village "C" Units

 

C01-101
C02-101
C03-106		 C01-103
C02-103
C03-201		 C01-104
C02-104
C03-202		 C01-106
C02-201
C03-203

 

C02-202
C03-204

 C01-201
C03-101
C03-205		 C01-202
C03-102
C04-101		 C01-205
C03-104
C04-102		 C01-206
C03-105
C04-103
C04-104 C04-201 C04-203 C04-204 C05-104 C05-105 C05-106 C05-202 C05-203
C05-205 C05-206 C06-101 C06-102 C06-103 C06-104 C06-201 C06-203 C06-204
C07-104 C07-105 C07-106 C07-201 C07-202 C07-204 C07-206 C08-101 C08-104
C08-201 C08-203 C08-204 C09-101 C09-102 C09-103 C09-104 C09-201 C09-202
C09-203 C09-204 C10-102 C10-103 C10-104 C10-105 C10-106 C10-201 C10-202
C10-203 C10-205 C10-206 C11-101 C11-102 C11-103 C11-201 C11-202 C11-203
C12-101 C12-104 C12-201 C12-203 C13-101 C13-102 C13-104 C13-201 C13-203
C13-204 C14-102 C14-104 C14-201 C14-202 C14-204 C15-101 C15-102 C15-104
C15-201 C15-202 C15-204 C16-101 C16-102 C16-104 C16-201 C16-202 C16-203
C16-204 C17-103 C17-104 C17-201 C17-202 C17-203 C17-204 C18-101 C18-102
C18-103 C18-104 Cl8-201 C18-202 C18-203 C18-204 C19-104 C19-201 C19-203
C19-204 C20-101 C20-104 C20-201 C20-204 C21-101 C21-102 C21-103 C21-104
C21-201 C21-202 C2l -203 C22-103 C22-104 C22-105 C22-l06 C22-204 C22-205
C22-206 C23-101 C23-102 C23-l 03 C23-104 C23-l05 C23-106 C23-201 C23-202
C23-203 C23-204 C23-205 C23-206 C24-101 C24-102 C24-103 C24-201 C24-203
C24-204 C25-I01 C25-102 C25-104 C25-105 C25-201 C25-203 C25·204 C25-205
C25-206 C26-101 C26-102 C26-104 C26-201 C26-203 C26-204    

 

Hampton Village "H" Units

 

H01 -102
H02-105
H04-106
H06-203
H06-306		 H01-103
H02-106
H05-103
H06-204
H06-307		 H0l -104
H02-108
H05-104
H06-207
H06-308		 H0l-106
H03-103
H06-101
H06-208
H07-102		 H01-107
H03-104
H06-102
H06-301
H07-103		 H01-108
H03-105
H06-107
H06-302
H08-101		 H02-101
H03-I06
H06-108
H06-303
H08-103		 H02-103
H03-107
H16-201
H06-304
H09-102		 H02-104
H04-101
H06-202
H06-305
H09-I03
H09-104 H09-l05 H09-106 H09-107 H09-108 H10-101 H10-102 H10-103 H10-106
H10-107 H10-108 H10-203 H10-204 H10-205 H10-206 H10-207 H10-301 H10-302
H10-304 H10-306 H10-307 H10-308 H11-103 H11-105 H11-106 H11-107 H11-108
H11-109 H12-101 H12-102 H12-l03 H12-104 H12-105 H12-106 H12-107 H12-108
H12-201 H12-202 H12-203 H12-205 H12-206 H12-207 H12-208 H12-301 Hl2-302
H12-304 H12-305 Hl 2-306 H13-103 H13-104 H13-105 H14-101 H14-102 H14-104
H14-105 H15-101 H15-106 H15-108 H16-104 H16-105 H16-106 H16-107 H16-108
H16-201 H16-202 H16-203 H16-204 H16-205 H16-206 H16-207 H16-208 H16-301
H16-302 H16-304 H16-306 H16-307 H16-308 H17-102 H17-104 H17-105 H17-106
H17-107 H18-l01 H18-102 H18-103 H18-104 HI 8-105 H18-106 H18-108 H19-l02

 

A-8
 

  

H19-103 H19-104 H19-105 H19-106 H20-101 H20-102 H20-103 H20-104 H20-105
H21-103 H21-105 H21-107 H21-108 H21-109 H21-110 H22-103 H22-104 H22-106
H22-107 H22-108 H22-109 H22-110 H23-101 H23-102 H23-103 H23-104 H23-105
H23-106 H24-101 H24-102 H24-103 H24-105 H24-l08 H23-109    

 

Windsor Village "W" Units

 

W01-101
W03-204		 W0l-204
W04-102		 W02-104
W04-104		 W02-201
W04-204		 W02-203
W05-101		 W03-101
W05-104		 W03-201
W06-101		 W03-202
W06-102		 W03-203
W06-104
W06-203 W06-204 W07-101 W07-103 W07-104 W07-201 W07-202 W07-203 W07-204
W08-101 W08-102 W08-104 W08-201 W08-202 W08-204 W09-104 W09-105 W10-101
W10-103 W10-105 W11-104 W11 -106 W12-101 W12-103 W12-104 W12-105 W12-106
W13-102 W13-105 W13-106 W14-102 W14-103 W14-104 W15-101 W15-102 W15-103
W15-104 W15-105 WI5-106 W16-102 W16-103 W16-104 W16-105 W17-101 W17-103
W18-101 W18-102 W18-103 W18-104 W18-201 W18-202 W18-203 W18-204 W19-101
W19-201 W19-204 W20-102 W20-103 W20-104 W20-203 W2l -101 W21-102 W21-103
W21-201 W21-202 W21-204 W22-101 W22-102 W22-103 W22-104 W22-202 W22-203
W22-204 W23-101 W23-102 W23-104 W23-202 W23-203 W24-101 W24-102 W24-103
W24-104 W24-202 W24-203 W24-204 W25-101 W25-102 W25-103 W25-104 W25-203
W26-101 W26-102 W26-103 W26-104 W26-201 W26-202 W27-202 W28-102 W28-103
W28-202 W28-203 W29-102 W29-103 W30-101 W30-102 W30-201 W31-101 W31-103
W31-104 W32-101 W32-103 W33-101 W33-104 W34-101 W34-105 W35-101 W35-102
W35-104 W35-105 W35-106 W36-103 W36-106 W37-101 W37-102 W34-103 W37-104
W37-105
W41-103		 W38-101
W41-104		 W38-104 W38-106 W39-101 W39-105 W40-101 W41-101 W41-102

 

Other

Units

 

C19-102 C08-202 C20-103 C25-103          
                 
H06-206 H10-201 H10-303 H11-110 H15-102 H15-104 H15-110 H16-305 H22-105
                 
W03-102                
                 
W11-101 W10-102 W36-105 W26-204 W27-201 W36-102 W8-203 W20-101 W33-106
W25-204                
                 
H0l-105 H05-101 H06-104 H06-106 H16-103 H17-103 H22-101    
                 
C05-204 C08-103 C10-101 C12-102 C12-202 C19-103      
                 
W01-201 W05-201 W05-204 W07-102 W10-104 Wl2-102 W16-101 W19-102 W19-104
W21-104 W27-102 W27-203 W28-101 W28-104 W28-204 W29-204 W30-103  

 

A-9
 

  

SCHEDULE 1-1

Additional Units

 

H01-105 H05-101 H06-104 H06-106 H16-103 H17-103 H22-101    
                 
C05-204 C08-103 C10-101 C12-102 C12-202 C19-103      
                 
W01-201 W05-201 W05-204 W07-102 W10-104 W12-102 W16-101 W19-102 W19-104
W21-104 W27-102 W27-203 W28-101 W28-104 W28-204 W29-204 W30-103  

 

A-10