poet 2089083304 Gales 13 e5/13/2e24 2:59ett MODIFICATION Official Reocres of OF MORTGAGE 9tNTWA-3/ ST 30i 01 THIRD MODIITCATION AGREEr6 S64 174 Fees $4L% This Third Modification Agietnient ("Agreement") December, 2008 is entered into as of the 1st day of COMPANY, ("Effective Date'), by and among LIBERTY BANKERS LIFE INSURANCE an Oklahoma RESERVE LIFE life insurance company, successor by merger to &MERICAY LITTLE HANS INSURANCE COMPANY, an Oklahoma life insurance company ("Lender), ("Borrower-"), BRUCE LOLLIK HOLDINGS, LLP, a Delaware limited liability partnership Guarantor"), RANDOLPH TIZES ("Guarantor"), PETER R. MORRIS ("Additional and ROAR PRM ARCHITECTURE, DEVELOPMEISI LLC, a Delaware limited liability company ("Pledgor1") and Borrower, Guarantor, Additional a British Virgin Islands limited partnerahip ("Pledger 2", Guarantor, Pledger 1 and Pledgor 2 are collectivelyreferred as "Obligors"). to Recitals A. ("Loan') Pursuant to a Promissory Note, dated September 17, 2004 ("Note"), Lender made a loan Dollars in the principal amount of One Million Six Hundred Fifty Thousand and No/100ths ($1,650,000.00). B. The for Loan was evidenced by the Note and secured by a (1) Mortgage, executed by Borrower Document the benefit No. of 2004008260 Lender, dated September 17, 2004, filed September 17, 2004, recorded as Thomas and St. in the Office of the Recorder of Deeds for the District of St. described John, United States Virgin Islands ("Mortgage") encumbering property by and between on Exhibit Borrower "A" attached hereto; (ii) Loan Agreement, dated September 17, 2004, Agreement, and Lender ("Loan Agreement"); and (iii) Profits Participation Participation", dated September 17, 2004, by and between Lender and Borrower ('Profits other documents and the Note, Mortgage, Loan Agreement and Profits Participation and any Modification given in connection with the Loan, including, but not limited to, the Pirst "Loan Documents"). and Second Modification described below, arc collectively referred to as the C. 2007 The Note was modified by a Loan Modification Agreement, entered into as of September 30, ("First Modification"). D. The October Note 31, was 2007 further modified by a Second Loan Modification Agreement, entered into as of amount of ("Second Modification"), which, among other things, increased the face (S2,310,000.00) the Note to Two Million Three Hundred Ten Thousand and No/100ths Dollars Loan Documents) and changed the Maturity Date (as such term is defined in the Note and other to October 31, 2009. The parties desire to further modify tt the Loan Documents, Mortgage, including, without limitation, the as more fully described below. TIOltD MODIFICATION AGIUTAMVT— Page 1 194071_1 - ARIIC - Hata bulk 1.604 Hon -3Mce - 7122.02 EFTA00603765 Agreements NOW THEREFORE, mutual covenants described for and in consideration of Ten and No/100th.s Dollars (310.00), the below and other good and valuable consideration, sufficiency of which the receipt and is hereby acknowledged, the parties agree as follows: 1. the As of accrued the Effective Date, the outstanding principal balance of the Note is $2,310,000.00 and and unpaid interest is $19,891.67. 2. The Maturity Date as such term is defined in the Note and Loan Documents December is changed to I, 2009. 3. December The payment terms of the Note are hereby amended to provide that, commencing with the (50%) of I, 2008 monthly payment, Borrower shall only be required to pay fifty percent such 50% the payment interest due payment per month for a period of twelve (12) months, with the last interest payments on November I, 2009. After November 1, 2009, the fully monthly (50%) of shall resume and continue until final maturity. The unpaid filly percent per annum. each monthly interest payment shall accrue interest at thereto of ten percent (10%) If the Maturity Date is not extended pursuant to the terms oftb is Agreement, the unpaid then thereon, unpaid principal balance of the Note, together with all accrued and unpaid interest Modification) late charges and the Exit Fee (as such term is defined in the Second shall be due and payable on December 1, 2009. 4. payments Simultaneously with the execution of this Agreement, Borrower shall pay: (i) all past-due fees, closing to Lender, (ii) all unpaid late charges to Lender; and (iii) all filing and recording Modification costs, Agreement. title insurance premiums and Lender's legal fees related to this Third 5. Documents, The Extension of Maturity provisions as set forth in the Loan Agreement and Loan long as no event as amended by the Second Modification, are further amended to provide that, so attend of default has occurred under any of the Loan Documents, Borrower may Borrower. the Maturity Date until December 1, 2010 (the "Extended Maturity Date') if (120) days (a) requests such extension from Lender in writing at least one hundred twenty prior to the Maturity Date, (b) tenders with Borrower's agreement request a written fee stating, among other things, that Borrower agrees to pay to Lender an extension ($72,600.00) in the amount of Seventy-Two Thousand Six Hundred and No/I 00ths Dollars of the Not; ("Extension Fee'), which Extension Fee shall be added to the principal amount principal and (c) pays all accrued and unpaid interest and any other amounts (other than per annum pursuant the unpaid 50% monthly interest amounts accruing interest at the rate of 10% Maturity Date) to Section 3, above, which shall he due and payable on the Extended Documents, due as of the Maturity Date under the Note or any of the other Loan (d) pays any and all attorney's fees of Lender's counsel, filing and recdtding loan servicing fees, with documenting fees, title insurance premiums and closing costs incurred in connection the extension of the Maturity Date, and (e) executes such documents as THIRD MODIFICATION AG/MalENT- Page 2 29407IJ - ARLIC -.Horn -Link Hess - 3Mud2 - 7122.62 EFTA00603766 Lender the continued may reasonably request in order to evidence the extension of the Maturity Date and effectiveness of all of the Loan Documents. 6. The Reardon Note Capital, and other LLC, Loan Documents will be additionally secured by property owned by Parcel Owner"), a U. S. Virgin Islands limited liability company ("Estate Peterborg execution of described on Exhibit "B" attached hereto ("Estate Peterborg Forcer). By any this Agreement, Obligors and Estate Peterborg Parcel Owner agree to execute and all documents on and that may be required by Lender in order to perfect Lender's first lien but security interest in and to the Estate Peterborg Parcel. Said document shall include, not be limited to, a grant by Estate Pcterborg Parcel Owner of a Mortgage to Lender on the Estate Peterborg Parcel. 7. Guarantor Limited Guaranty: Simultaneously with the execution of this Agreement, Additional hereby covenants and agrees to execute a Limited Guaranty, acceptable to Lender accruing in form and substance, solely to secure payment of the unpaid 50% monthly interest aznotints interest at the rate of l0% per annum pursuant to Section 3, above. 8. Title Lawyers Insurance: Title Simultaneously with the execution of this Agreement, Borrower shall cause Insurance Corporation Insurance, to issue to Lender either (1) a Loan Policy of Title Agreement insuring the lien of Mortgage which secures the Loan as amended by this additional collateral), (including, but not limited to, the addition of the Estate Peterborg Parcel as or (ii) endorsements to Loan Policy No. G47-2523954, Lawyers Title issued by Agreement Insurance Corporation and reflecting that the terms contained in this not constitute (including, but not limited to, the addition of the Estate Peterborg Parcel) shall may request. a The defense to such loan policy, as well as such other endorsements as Lender endorsements terms and provisions of such Loan Policy of Title Insurance, or thereto, including, but not limited to, the title exceptions satisfactory thereto, shalt' be endorsements to Lender. All costs and expenses relating to the issuance of such loan policy or shall be borne by Borrower. 9. of This Texas, Agreement and shall be deemed to have been executed and shall be performed in the State to this Agreement and the Loan Documents shall be governed by its laws except Loan the Documents extent the laws of the State or U. S. Territory in which the collateral granted under the Loan Domments. ("Collateral") Borrower are located affect enforceability of the liens granted in the election, Lender may irrevocably agrees that subject to Lender's sole and absolute Documents bring suit, action, or other legal proceedings arising out of the Loan are located, whether in courts located in Texas or the State or U. S. Territory in which the Collateral such court(s) local, state, or federal. Borrower hereby submits to the jurisdiction of removal and waives any right Borrower may have to request a change of venue or a to another court. 10. or Earth defenses Obligor hereby represents and warrants that there are no offsets, claims, counterclaims Documents, as which modified such Obligor has against payment and enforcement of the Loan herein. THIRD MODIFICATION AGRELIKENT - Pan 3 294071_1 - ARLIC - Hens Lollick - Little Haas - 320.06:2 - 7122.62 EFTA00603767 Except as expressly modified and extended hereby, all terms and provisions of the Loan Documents are and shall remain unchanged, and the Loan Documents are hereby ratified and confirmed and shall be and shall remain in full force and effect. 12. Borrower hereby agrees and acknowledges that it is well, justly and truly indebted to Lender pursuant to the terms of the Loan Documents, as modified and extended hereby. Borrower hereby promises to pay to Lender or its order the Note in accordance with the kilns thereof, as modified and extended hereby, and Obligors hereby agree to observe, comply with and perform all other obligations, terms and conditions under or in connection with the other Loan Documents, all as modified and extended hereby. 13. Obligors hereby acknowledge and agree that the liens and security interests of the Loan Documents, all as modified and extended hereby, are valid and subsisting liens and security interests, subject only to the exceptions set forth therein. Nothing contained herein shall affect or impair the validity or priority of the liens and security interests under any or all of the Loan Documents. 14. Any reference to the Note or any of the other Loan Documents shall mean the Note and the other Loan Documents as singularly and collectively modified and extended hereby. 15. Borrower hereby expressly acknowledges that Borrower remains one hundred percent (100%) liable for al; of the indebtedness evidenced by the Note and that nothing contained herein shall be construed to amend or waive Borrower's full personal liability wider the Note or any of the other Loan Documents. 16. Each Obligor, by its execution of this Agreement, hereby waives any Claims (hereinafter defined), set-offs, defenses or other causes o f action (whether known or unknown) which, as of the date hereof, limey have against Lender arising out of the Note and/or any or &loftily other Loan Documents or otherwise As used in this Agreement, the term "Claims" means any and all claims now existing or hereafter arising which could, might, or maybe claimed to exist of whatever kind or name, whether known or unknown. 17. Borrower hereby agrees to pay to Lender, upon demand, title charges and other reasonable expenses incurred by Lender in connection with this Agreement. Simultaneously with the PX ecntion of this Agreement, Borrower shall pay Lender's legal fees. Borrower also agrees to provide to Lender such other documents and instruments as Lender reasonably may request in connection with the modification effected hereby. 18. The panics hereby shall execute such other documents to be filed for record as reasonably may be necessary or may be required to effect the transactions contemplated hereby and to protect the liens and security interest of the Loan Documents, 19. Notwithstanding anything to the contrary in this Agreement or in any or all of the Loan Documents, whether now existing or hereafter arising and whether written or oral, it is agreed that the aggregate ofall interest and other charges constituting interest and contracted TIDED MODIFICATION AGREEMENT- Pap 4 294011_1 - ARI-1C - Hine Loll rcic - Lade Mica - 3Mod2-7122. S2 EFTA00603768 for, chargeable or receivable under the Note or otherwise in connection thereof shall, under no circumstances, shall exceed the maximum rate of interest permitted by applicable law. In the event the maturity of the Note is accelerated by reason of an election by the holder thereof resulting from a default under the Loan Documents, or by voluntary prepayment by the maker, or otherwise, then earned interest never may include more than the maximum rate of interest permitted by applicable law. If for any circumstance any holder of the Note ever shall receive interest or any other charges constituting interest, or adjudicated as constituting interest, the amount, if any, which would exceed the maximum rate of interest permitted by applicable law shall be applied to the reduction of the principal amount owing on the Note or on account of any other principal indebtedness of the maker to the holder of the Note, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal thereof and such other indebtedness, the amount of such excessive interest that exceeds the unpaid balance of principal thereof and such other indebtedness shall be refunded to the maker. All sums paid or agreed to be paid to the holder of the Note for the use, forbearance or detention of the indebtedness of the maker to the holder of such Note shall be amortized, prorated, allocated and spread throughout the full tern of such indebtedness until payment in full so that the actual rate on such indebtedness is uniform through the term thereof. 20. Guarantor hereby approves and accepts the changes made to the Note and the other Loan Documents pursuant to this Agreement and hereby agrees that the changes and modifications made thereby shall have no effect on its obligations under the Guaranty and shall remain, in full force and effect, unchanged by this Agreement 21. This Agreement shall be binding upon, and shall inure to the benefit of, the parries' respeetiVe heirs, representatives, successors and assigns. 22. This Agreement tepresents the final agreement between the parties herein and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. [Signature paget to follow] THAD MODIFICATION AGREEMENT— PRP, 3 2504071_1 — ARLIC — Hues 1.4:1lick — 496 Ho- 3MOtt2 - 7122.62 EFTA00603769 IN WITNESS WHEREOF, the undersigned have executed this Agreement in one or more counterparts, each of which shall be deemed an original and all of which together will constitute one and the same instrument, as of the day first above written. BORROWER: LITTLE BANS LOLLIK HOLDINGS, LLP, a Delaware limited liability partnership By: Roark Architecture, a British Virgin 'shut imited partnership, Managing Partner By: izes, General Partner STATE OF _air— , COUNTY OP 4,,,a4--/ This instrument was acknowledged before me on thi day of 200_2, by BRUCE R. TIZES, General Partner of Roark Architecture, a BritishVirgin Islands limited partnership, Managing Partner of LITTLE HANS LOLLIK HOLDINGS, LLP, a Delaware limited liability partnership, on behalf of said partnership. 'OFFICIAL SEAL' DEMERENTE KEE NOTARYPUBLIC. t."iE OF ILLINOIS MY COMMISSICw EXP.RES 11-19-M9 71/IRD MODIFICATION AGREEMEN1 - ?us4 294071_I - ARLIC - Hans Lane H ins 3410.12 - 7 122 62 EFTA00603770 GUARANTOR: ____BRUGFritil14/ 1PFOLPH TIZES WITNE 7 STATE OF _Aga,' COUNTY OF Se' Before me, the undersigned authority, on this day personally appeared BRUCE RAN1)OLPH ITZLS, known to me to be the person whose signed the foregoing instrument, and acknowledged to me that he executed the instrument for the purposes therein expressed. Given under my hand and seal of office on thise day o No Public, State of 111IRD MOMINGATION AGREEMENT- Pop 7 294071_1 - ARLE Hera Lotbck - time Hm - 7%1.AZ - 7122 62 /16- Or. Art al: DEMEFF7TE KEE NOTARY PURI :C MY :CATE of ILLINOIS COMWS310:c EVIRES 11-19-2009 2001 EFTA00603771 ADDITIONAL GUARANTOR: STATE OF ufk---49 COUNTY OF St" MORRIS, Before me, the undersigned authority, on this day personally appeared PETER R. known to me to be the person whose signed the foregoing instnnnent, acd acknowledged to me that he executed the instrument for the purposes therein expressed. Given under my hand and seal of office on thisfidday of 200Z. Public, State of __,1,1,44.022e:c ' SEAL' DEMERT77E KEE NOTARY PUECC: STATE OF !LIMOS W CO1.*AtS,SC ES.RES 11-19-2009 THIRD MODIFICATION AGREEMENT- Page 3 254071, - ARUC - Haas Lollkk Hass - 3M042 1122.62 EFTA00603772 PLEDCOR 1: PRM DEVELOPMENT, LLC, a Delaware limited liability company By: PRM ManastSCntof/Ellinois, Inc., an lllinoi'corooreti6n, Manager By: "Mal President ZEIX Peter R. Morris WITH' STATE OF SL14,0 COUNTY OF Norris This instrument was acknowledged before me on this friday od:e4_, 200 by Peter R. SOI3BR0RWx Manager HARRIS President of PRM Management of Illinois, Inc., an Illinois corporation, the of PRM DEVELOPMENT, LW, a Delaware limited liabilitycompany, on behalf of said company. o Public, €3/ State of S ia c2L, FICLAL DEMERFrIE KEE NOTARY PUgi.AG.1;‘. Alt OF IWNOIS MY commisscv WAS 11-19..2009 THIRD MODIFICATION AGRELMENT - Pay 9 ;94071_1 - ARIJC - Hsu Lazdt - tittle Hint -31,40d2 -112262 EFTA00603773 PLEDGOR 2: § COUNTY OF e92%-de § This instrument was acknowledged before me on thi Cday o , 200f, by BRUCE R. TIZES, General Partner of ROARK ARCHITECTURE, L.P., a ritish Virgin Islands limited partnership, on behalf of said partnership. ROARK ARCHITECTURE..., a British Virgin Islands limited partnership By: Not y Public, State of ___Vatrib--; F DEMERFT7F KEE L SEAL NOTARY Pueuc 87 Ali OF COM tlLNpig MISS!CN EXP;n_s -4)-2009 1TORD mODWICAT7c7N AGREE-61RA r - Page ID 294071_1 - ARUC - Hard toake - Lido HIMS - 36.1012 7122.62 EFTA00603774 LENDER: LIBERTY BANKERS LIFE INSURANCE COMPANY, an Oklahoma life insurance company, successor by merger to AMERICAN RESERVE LIFE INSURANCE COMPANY, an Oklahoma life insurance company Bradford A. Philli 0/President STATE OF T COUNTY OF DALLAS This instrument was acknowledged before me on this. o ,- NO by Bradford A. Phillips, CEO/President ofLIBERTY BANKERS LIFE INS CE COMPANY, an Oklahoma life insurance company, successor by merger to AMERICAN RESERVE LIVE INSURANCE COMPANY, an Oklahoma life insurance on behalf f said any. , MODIFICATION ACRRflW(r - Pip 11 1_I -ARLIC -Haat LAMA - Hos -DAMN - 7122.61 EFTA00603775 ESTATE PETERBORG PARCEL OWNER: REARDEN CAPITAL, LLC, a U. S. Virgin Islands limited liability company By: —47 izes, Managing Member ES• STATE OF 44944.0 COUNTY OF SI - This instrument was acknowledged before me on thissfArfiday of 201, by BRUCE TILES, Managing Member of REARDEN CAPITAL, LLC, a U. S. trgin Islands limited liability company, on behalf of said company. Dec! 2009003304 I Pates_g. 85/13Ras 2:59911 Official. Records cf ST TIORS/ST 30104 M t O 0. WM slim REtteg CF Fees S4$.5. e "-Aft • e • iyPublic, State of dee-4 'OFFICIAL SEAL' DEMEFFITE KEE NOTARY FURLI:. 274-7TE OF ;WNW AfYCC E:eiRES 11-19-2009 THIRD MODIFICATION AGRXEMERT • Paws 12 294071_1 - ARLIC - Harm Ldlick - Hans - 394902 - 7122.62 EFTA00603776 45/13/31,9 2:59PT! Official Records of ST THOPlitSiST TO4i lat il 0. BIKT sn? TM RECORDER OF SEEDS EXHIBIT "A" Little Hans Lollik Island No. 10 Great Northsidc Quarter St. Thomas, U. S. Virgin Islands VBEE886002 Na00 THIRD MODIFICATION ACIUNIMENT - Pep 13 294071..1 - ARLIC -Hsu Lank* - Lick Him - 7122,Q EFTA00603777 EXHIBIT "B" 95/13/2169 E:5911 Official Records of ST 1140MWST Jam iMgumORNS OF OLIDS 0. wer SriIVO Parcel No. 11-59 Estate Petcrborg No. 12 Great Northside Quarter Et. Thomas, Virgin Islands As shown on PWI) No. A9-370-T89 0 a Cu ra (.4 ODIFICATION AGREENIn'T - Pagte 14 294071_1 - ARUC - thick - Uttle fern - 34.40422 - 712202 EFTA00603778