Exhibit 10.3
AMENDED AND RESTATED PROMISSORY NOTEA-2
| | |
| $90,000,000.00 | | New York, New York |
| | January 24, 2019 |
Florida Documentary Stamp Taxes in the amounts required by law have been paid on the Security Instruments securing this instrument and recorded in Collier County, Florida, Palm Beach County, Florida, St. Lucie County, Florida, and Miami-Dade County, Florida.
WHEREAS, CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 388 Greenwich Street, 6th Floor, New York, New York 10013, (together with its respective successors and/or assigns “A-2 Lender)andKEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, “A-1 Lender” and withA-2 Lender, collectively, “Lender”) are the owners and holders of those certain notes set forth onSchedule I hereof (collectively, the “Original Note”), incorporated herein;
WHEREAS, the entities listed onSchedule II hereof, each a Delaware limited liability company having an address at 10 Terrace Road, Ladera Ranch, CA 92694 (each an “Individual Borrower”, and jointly, severally and collectively, “Borrower”) and Lender desire to combine, amend, and restate the terms and conditions of the Original Note into (i) this Amended and Restated Promissory NoteA-2 by Borrower in favor ofA-2 Lender (as the same may be modified, amended, supplemented, split, or extended, and any note(s) issued in exchange or replacement hereof, this “NoteA-2”), and (ii) that certain Promissory NoteA-1 made of even date herewith by Borrower in favor ofA-1 Lender in the stated principal amount of $90,000,000.00 (as the same may be modified, amended, supplemented, split, or extended, and any note(s) issued in exchange or replacement thereof, “NoteA-1”). This NoteA-2 is not intended to constitute a novation or discharge of the indebtedness previously evidenced by the Original Note and consolidated herewith;
WHEREAS, all things necessary to make this NoteA-2 the valid and legally binding obligation of Borrower in accordance with its terms have been done and performed; and
WHEREAS, Borrower andA-2 Lender intend these Recitals to be a material part of this NoteA-2.
NOW, THEREFORE, by Borrower’s execution and delivery toA-2 Lender, andA-2 Lender’s acceptance of delivery from Borrower, of this NoteA-2 (together with Borrower’s execution and delivery toA-1 Lender, andA-1 Lender’s acceptance of, the NoteA-1) this NoteA-2 and the NoteA-1 combine, amend, modify and restate, without repaying, the Original Note:
FOR VALUE RECEIVED, Borrower, as maker, unconditionally promises to pay toA-2 Lender, or at such other place as the holder hereof may from time to time designate in writing, the principal amount of NINETY MILLION AND 00/100 DOLLARS ($90,000,000.00) (the “Loan”), or so much thereof as is advanced, in lawful money of the United States of America, with interest
