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Exhibit 10.2
FIRST SUPPLEMENTAL INDENTURE
This First Supplemental Indenture (this "Supplemental Indenture") dated
as of February 27, 1998, is between South Seas Properties Company Limited
Partnership, an Ohio limited partnership (the "Partnership"), and SunTrust Bank,
Central Florida, National Association, a national banking association (the
"Trustee").
RECITALS:
A. The Partnership and the Trustee entered into an Indenture dated as of
March 28, 1996 (the "Indenture"), pursuant to which the Partnership issued 10%
Subordinated Notes Due April 15, 2003.
B. The Partnership and the Trustee desire to enter into this
Supplemental Indenture pursuant to Section 9.1(4) of the Indenture.
C. T&T Resorts, L.C., the general partner of the Partnership, has taken
all action required under the Amended and Restated Agreement of Limited
Partnership of 1 the Partnership to authorize the execution and delivery of this
Supplemental Indenture.
In consideration of the foregoing, and for other good and valuable
'derat'on, the Partnership and the Trustee hereby agree as follows: consi I I
1. Capitalized terms that are used but not defined in this Supplemental
Indenture shall have the meanings ascribed to them in the Indenture.
2. The definition of "Other Permitted Indebtedness" in Section 1.1 of
the Indenture is hereby amended by inserting the parenthetical "(other than the
Notes or any Permitted Real Property Indebtedness)" in the sixth line thereof
immediately following the word "Partnership."
3. The definition of "Other Permitted Indebtedness" in Section 1.1 of
the Indenture is hereby further amended by inserting the following words in the
eleventh line thereof immediately following the parenthetical therein and
immediately preceding the word "and": "with respect to the Properties owned by
the Partnership as of the date hereof (sub'ect to adjustment upon the sale by
the Partnership of any of the Properties)."
4. The definition of "Permitted Real Property Indebtedness" in SECTION
1.1 of the Indenture is hereby amended by (a) inserting the parenthetical "(and
related tangible or intangible personal property and fixtures)" in the sixth
line thereof immediately following the words "real property," (b) inserting THE
words ", security agreement, or assignment" in the sixth line thereof
immediately following the word "TRUST" and (c) inserting the words "and/or any
personal property (tangible or intangible) and FIXTURES relating thereto" in the
seventh line thereof immediately following the word "thereon."
5. ct on 1.1 of THE Indenture IS HEREBY further amended by adding the
following DEFINITION:
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"PROPERTIES'L means the properties owned or operated by the Partnership
as of the date of this Indenture.
6. Section 10.9 of the Indenture IS hereby amended by deleting the word
Pladditional" from the second line thereof.
7. The terms of this Supplemental Indenture shall modify and amend the
terms of the Indenture to the extent expressly provided for here'n, but every
other term, condition, covenant, representation and warranty contained in the
Indenture shall remain unchanged.
8. This Supplemental Indenture may be executed in any number of i inal,
but all of such counterparts, each of which so executed shall be deemed to be an
or'g' counterparts shall together constitute but one and the same instrument.
9. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of Oh'o applicable to contracts made and
to be performed entirely within that State.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be
duly executed and delivered as of the date first above written.
SOUTH SEAS PROPERTIES COMPANY
LIMITED PARTNERSHIP, an Ohio limited
liability partnership
By: T&T RESORTS, L.C., its General
Partner, a Florida limited liability
company
By: /s/ Robert M. Taylor
--------------------------------------
Robert M. Taylor, Manager and Chairman
ger and Chairman
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, AS TRUSTEE
By: /s/ Gerladine P. Kail
---------------------------------------
Name: Gerladine P. Kail
---------------------------------
Title: Senior VP
--------------------------------
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CERTIFICATE
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This Certificate is delivered to SunTrust Bank, Central
Florida, National Association (the "Trustee") by the undersigned, South Seas
Properties Company Limited Partnership, an Ohio limited partnership (the
"Partnership"), and McDonald &: Company Securities, Inc., a Delaware corporation
("McDonald"). This Certificate is delivered by the Partnership and McDonald in
connection with the First Supplemental Indenture to be entered into between the
Partnership and the Trustee in the form of Exhibit A attached hereto (the
"Supplemental Indenture").
TERMS NOT OTHERWISE defined herein shall have the respective
MEANINGS ASCRIBED thereto in the Supplemental Indenture.
The Partnership and McDonald hereby certify to the Trustee
that as of the date hereof:
1. The amendments to the Indenture set forth in the
Supplemental Indenture cure an ambiguity, correct or supplement provisions of
the Indenture which may be inconsistent with other provisions thereof, or make
other provisions with respect to matters or questions arising under the
Indenture which are not inconsistent with the provisions of the Indenture.
2. The amendments to the Indenture set forth in the
Supplemental Indenture are consistent with the intention of the Partnership and
McDonald at the time that the Indenture was executed.
3. The above-referenced amendments do not adversely affect the interests of the
Holders of the Notes.
This Certificate has been executed and delivered BY the undersigned to the
Trustee as of February 27, 1998.
SOUTH SEAS PROPERTIES COMPANY
LIMITED PARTNERSHIP, an Ohio
limited partnership
By: T&T RESORTS, L.C., its General
Partner, a Florida limited
liability company
By: /s/ Richard E. Krichbaum,
---------------------------------
Richard E. Krichbaum, Vice
President
McDONALD & COMPANY SECURITIES,
INC., an Ohio cordo@tion
By:
---------------------------------
Name:
--------------------------
Title:
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EXHIBIT A
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FIRST SUPPLEMENTAL INDENTURE
----------------------------
This First Supplemental indenture (this "Supplemental Indenture") dated
as of February 27, 1998, is between South Seas Properties Company L'm'ted
Partnersh' Ohio limited partnership (the "Partnership"), and SunTrust Bank,
Central Florida, National Association, a national banking association (the
"Trustee").
RECITALS:
A. The Partnership and the Trustee entered into an Indenture dated as of
March 28, 1996 (the "Indenture"), pursuant to which the Partnership issued 10%
Subordinated Notes Due April 15, 2003.
B. The Partnership and the Trustee desire to enter into this upplemental
Indenture pursuant to Section 9.1(4) of the Indenture.
C. T&T Resorts, L.C., the general partner of the Partnership, has taken
all action required under the Amended and Restated Agreement of Lim'ted
Partnersh'p of I I the Partnership to authorize the execution and delivery of
this Supplemental Indenture.
In consideration of the foregoing, and for other good and valuable
'derat'on, the Partnersh'p and the Trustee hereby agree as follows: consi I I
1. Capitalized terms that are used but not defined in this Supplemental
Indenture shall have the meanings ascribed to them in the Indenture.
2. The definition of "Other Permitted Indebtedness" in Section 1.1 of
the Indenture is hereby amended by inserting the parenthetical "(other than the
Notes or any Permitted Real Property Indebtedness)" in the sixth line thereof
immediately following the word "Partnership."
3. The definition of "Other Permitted Indebtedness" in Section 1.1 of
the Indenture is hereby further amended by inserting the following words in the
eleventh line thereof immediately following the parenthetical therein and
immediately preceding the word "and": "with respect to the Properties owned by
the Partnership as of the date hereof (sub'ect to adjustment upon the sale by
the Partnership of any of the Properties)."
4. The definition of "PERMITTED Real Property Indebtedness" in Section
1.1 of the Indenture is hereby ai-nended by (a) inserting the parenthetical
"(and related 'ble or 'ntang'ble personal property and fixtures)" 'n the s'xth
I'ne thereof 'mmed'ately tangi 1 1 1 1 1 1 1 1 following the words "real
property," (b) inserting the words ", security AGREEMENT, or assignment" in the
sixth line thereof immediately following the word "trust" and (c) inserting the
words "and/or any personal property (tangible or intangible) and fixtures
relating thereto" in the seventh line thereof immediately following the word
"thereon."
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5. Section 1.1 of the Indenture IS hereby further amended by adding the
following definition:
"PROPERTIES" means the properties owned or OPERATED by the Partnership
as of the date of this Indenture.
6. Section 10.9 of the Indenture is hereby amended by deleting the word
liadditional" from the second line thereof.
7. The terms of this Supplemental Indenture shall modify and amend the
terms of the Indenture to the extent expressly provided for herein, but every
other term, CONDITION, covenant, representation and warranty contained in the
Indenture shall remain unchanged.
8. This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
9. This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of Ohio applicable to contracts made and
to be performed entirely within that State.
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture
to be duly executed and delivered as of the date first above WRITTEN.
SOUTH SEAS PROPERTIES COMPANY
LIMITED PARTNERSHIP, an Ohio limited
liability partnership
By: T&T RESORTS, L.C., ITS General
Partner, a Florida limited liability
company
By:
-----------------------------------------
Robert M. Taylor, Manager and Chairman
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION, AS TRUSTEE
By:
-----------------------------------------
Name:
-----------------------------------
Title:
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