Highland Oaks Apartments
Tampa, Florida
FHA Project No. 067-36672
MODIFICATION OF SECURITY AGREEMENT
THIS MODIFICATION OF SECURITY AGREEMENT (hereinafter referred to as the
"Agreement") dated as of the 31st day of January, 1995 is made by and between
H.O. ASSOCIATES, LTD, a limited partnership organized and existing under the
laws of the State of Florida, having its principal office and place of
business at 1430 Wynnton Road, Columbus, GA 31906, hereinafter called the
"Debtor" and RELATED MORTGAGE CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, having its principal office
and place of business at 625 Madison Avenue, New York, NY 10022, hereinafter
called the "Secured Party."
W I T N E S S E T H:
WHEREAS, Debtor is the owner of certain real property located in the City of
Tampa in Hillsborough County of the State of Florida as further described in
this Agreement on which is constructed a certain rental apartment project known
as Highland Oaks Apartments, FHA Project No. 067-36672 (hereinafter referred to
collectively as the "Project"); and
WHEREAS, Debtor executed and delivered to Secured Party, its Mortgage Note
(hereinafter referred to as the "Mortgage Note") dated December 13, 1990 in
the original amount of THIRTEEN MILLION ONE HUNDRED FIFTY FOUR THOUSAND TWO
HUNDRED AND NO/1OOths DOLLARS ($13,154,200.00) (hereinafter referred to as
the "Mortgage Loan"). The Mortgage Note is secured by: (i) a certain Mortgage
(hereinafter referred to as the "Mortgage") dated December 13, 1990 which was
executed by Debtor and delivered to Secured Party and thereafter recorded on
December 13, 1990, against the real property component of the Project in O.R.
Book 6153, Page 212 of the Public Records of Hillsborough County, Florida as
further described in Exhibit A attached hereto and hereby incorporated by
reference; (ii) a certain Assignment of Rents and Leases (hereinafter
referred to as the "Collateral Assignment") dated December 13, 1990 which was
executed by Debtor and delivered to Secured Party and thereafter recorded on
December 13, 1990 in O.R. Book 6153, Page 231 of the Public Records of
Hillsborough County, Florida; (iii) a certain Security Agreement (hereinafter
referred to as the "Security Agreement") dated December 13, 1990 by and
between Debtor and Secured Party, and (iv) certain UCC Financing Statements
(hereinafter referred to as the "UCC Financing Statements") executed by the
Debtor in favor of Secured Party and filed or recorded as applicable, on
December 14, 1990 with the Secretary of State of Florida as Document No
900000310323 and on December 13, 1990 against the real property described in
Exhibit A to this Agreement in O.R. Book 6153, Page 235 of the Public Records
of Hillsborough County, Florida. The Mortgage, the Collateral Assignment, the
Security Agreement and the UCC Financing Statements created a first lien
security interest in favor of Secured Party in and to the Project and various
items of personal property currently of thereafter owned by the Debtor with
respect to the Project; and
WHEREAS, said Mortgage Note has been Finally Endorsed for Coinsurance by the
Secretary of the Department of Housing and Urban Development acting by and
through the Federal Housing Commissioner (hereinafter referred to as the
"Secretary") pursuant to Section 221(d)(4) and Section 244 of the National
Housing Act, as amended, and the Regulations promulgated pursuant thereto; and
WHEREAS, Debtor and Secured Party entered into a certain Regulatory Agreement
for Multifamily Housing Projects Coinsured by HUD (hereinafter referred to as
the "Regulatory Agreement") dated December 13, 1990 and recorded December 13,
1990 in O.R. Book 6153, Page 220 of the Public Records of Hillsborough County,
Florida, against the real property described in Exhibit A of this Agreement,
which Regulatory Agreement is incorporated by reference into and made a part of
the Mortgage; and
WHEREAS, the Mortgage Note and Mortgage provide for the payment of interest
after Final Endorsement for Coinsurance at the rate of Eight and One Half
Percent (8.50%) per annum (hereinafter referred to as the "Permanent Rate") over
the remaining term of the Mortgage Loan; and
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Modification of Security Agreement: Highland Oaks
Page 1
WHEREAS, the current outstanding balance of amounts due under the Mortgage Note
is $13,037,676.07 (hereinafter referred to as the "Outstanding Principal
Balance"); and
WHEREAS, the remaining term of Mortgage Loan under the Mortgage Note and
Mortgage is 446 months (hereinafter referred to as the "Remaining Term"); and
WHEREAS, the parties hereto have agreed to amend the terms of the Mortgage Note
pursuant to the terms of that certain Modification to Mortgage Note (hereinafter
referred to as the "Modification to Note") of even date herewith, and to amend
the terms of the Mortgage pursuant to the terms of that certain Modification of
Mortgage (hereinafter referred to as the "Modification Agreement"), of even date
herewith, Debtor and Secured Party have agreed to modify the terms of the
Mortgage Note and the Mortgage effective as of February 1, 1995 (i) to reduce
the Permanent Rate of interest therein provided from Eight and One Half per
centum (8.50%) per annum to Seven and Seven Eighths per centum (7.875%) per
annum, (ii) to revise the amount of principal and interest payable monthly by
Debtor to Secured Party under the Mortgage Note as a result of such reduction in
interest rate and to reamortize in full the Outstanding Principal Balance of the
Mortgage Loan over the Remaining Term thereof, and (iii) to amend the Mortgage
Note and the Mortgage in certain other respects as therein described; and
WHEREAS, the Regulatory Agreement is concurrently herewith being amended by a
certain Amendment to Regulatory Agreement for Multifamily Housing Projects
Coinsured by HUD (the "Amendment to Regulatory Agreement") of even date herewith
by and between the Debtor and the Secured Party which Amendment to Regulatory
Agreement is to be incorporated by reference into the Mortgage pursuant to the
Modification Agreement and is to be recorded with the Public Records of
Hillsborough County, Florida concurrently with the Modification Agreement. For
purposes hereof, the Regulatory Agreement, as amended by the Amendment to
Regulatory Agreement, shall hereinafter be referred to collectively as the "HUD
Regulatory Agreement".
WHEREAS, the Debtor and the Secured Party have agreed to execute this Agreement
to amend the Security Agreement (i) to reference the revisions to the Mortgage
Note and Mortgage contained, respectively, in the Modification to Note and
Modification Agreement, (ii) to reference the Regulatory Agreement as amended by
the Amendment to Regulatory Agreement, (iii) to revise the Security Agreement in
certain other respects and (iv) to reaffirm the Debtor's obligations under the
Security Agreement, as amended, as hereinafter described.
NOW, THEREFORE, for and in consideration of the premises, the sum of Ten and
No/100ths Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties for themselves and for their respective
successors and assigns, do hereby agree that the terms of the Security
Agreement to which this Agreement is appended is hereby amended as follows:
1. The foregoing recitals are hereby incorporated by reference as if set forth
fully herein. All capitalized terms not otherwise defined in this Agreement
shall have the same meanings ascribed thereto in the Security Agreement.
2. From and after the date hereof, all references in the Security Agreement to
the "Note", "Mortgage" and "Regulatory Agreement" shall be construed,
respectively, as referring to the Mortgage Note, as amended by the
Modification to Note, and the Mortgage, as amended by the Modification
Agreement, and the HUD Regulatory Agreement.
3. Nothing herein contained shall in any way impair the rights and remedies
available to the Secured Party under the Security Agreement, or the
security interest of the Secured Party in and to the Collateral described
in the Security Agreement or alter, waive, annul vary or affect any
provision, covenant or condition of the Security Agreement, except as
specifically modified and amended herein, nor affect or impair any rights,
powers of remedies of the Secured Party under any other document of
agreement entered into by the parties hereto with respect to the Mortgage
Loan, nor create a novation of new agreement by and between the parties
thereto, it being the intent of the parties to this Agreement that all of
the terms, covenants, conditions and agreements of the Security Agreement
are expressly approved, ratified and confirmed, shall continue and remain
in full force and effect except as modified hereby and that the lien of the
Secured Party in and to the Collateral and the priority thereof shall be
unchanged.
4. Notwithstanding anything herein contained, if any one of more of the
provisions of this Agreement shall for any reason whatsoever be held to be
illegal, invalid, or unenforceable in any respect, such illegality,
invalidity or unenforceability shall not
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Modification of Security Agreement: Highland Oaks
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affect any other provision of this Agreement, but this Agreement shall be
construed as if such illegal, invalid, of unenforceable provision had never
been contained herein.
5. The Security Agreement, as amended by this Agreement, may not be further
modified except by an instrument in writing executed by each of the parties
hereto.
6. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, and their respective successors and assigns.
7. This Agreement may be executed in any number of counterparts and all
counterparts shall be construed together and shall constitute but one
Agreement.
IN WITNESS WHEREOF, the Debtor and Secured Party have caused this Agreement to
be executed as of the day and year first above written.
Debtor:
/s/ Patricia Anderson H.O. Associates, Ltd.
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Patricia Anderson
- ---------------------------- By: /s/ Robert M. Schiffman
Print Name ----------------------------------
Robert M. Schiffman, General Partner
/s/ Douglas Flair
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Douglas Flair
- ----------------------------
Print Name
/s/ Patricia Anderson
- ----------------------------
Patricia Anderson By: /s/ Edwin B. Branch
- ---------------------------- ----------------------------------
Print Name Edwin B. Branch, General Partner
/s/ Douglas Flair
- ----------------------------
Douglas Flair
- ----------------------------
Print Name
Secured Party:
ATTEST: Related Mortgage Corporation
/s/ Robert B. Joselow By: /s/ Bruce H. Brown
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Robert B. Joselow Bruce H. Brown, Vice President
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Modification of Security Agreement: Highland Oaks
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EXHIBIT A
LEGAL DESCRIPTION
FEDERAL HOUSING ADMINISTRATION
PROJECT NO. 067-36672
Highland Oaks Apartments
Parcel 22B, HUNTER'S GREEN, as per map or plat thereof as recorded in Plat Book
69, Page 5, of the Public Records of Hillsborough County, Florida.