Judgement Note



 



Exhibit 10(v)



JUDGMENT NOTE




	 	 	 
	$8,000,000	 	
Hilton Head Island, S. C.



July 31, 2003


          FOR VALUE RECEIVED, the undersigned SEA PINES ASSOCIATES, INC. AND SEA
PINES COMPANY, INC. both South Carolina corporations (hereinafter referred to
collectively as the “Maker”) jointly and severally promise to pay to the order
of WACHOVIA BANK, N.A., a national banking association (which, together with
any subsequent holder(s) of this Note, from time to time is hereinafter
referred to as the “Holder”) at Charleston, South Carolina, or at such other
place or to such other party or parties as the Holder of this Note may from
time to time designate, the principal sum of EIGHT MILLION DOLLARS ($8,000,000)
or so much thereof as may be advanced hereunder in accordance with the Master
Credit Agreement (as defined below) from time to time and remains unpaid, with
interest thereon computed from the date of each advance at the annual rate
designated herein computed on the basis of a 360-day year for the actual number
of days in each Interest Period (as defined in the Master Credit Agreement).



          This Note shall bear interest from the date hereof at a rate per annum
equal to the Monthly LIBOR Index for the applicable one month Interest Period
plus the Judgment Loan Margin, all as defined in that certain Amended and
Restated Master Credit Agreement dated as of October 31, 2003 by and between
Maker and the initial Holder (as modified pursuant to that First Modification
and Waiver Agreement of even date herewith and as further amended, supplemented
or otherwise modified from time to time, the “Master Credit Agreement”).



          Interest only on the principal amount outstanding shall be due and payable
on the first (1st) day of each month.



          The entire principal balance of this Note, together with interest accrued
thereon and all other sums due the Holder hereunder, shall be due and payable
in full on the Judgment Note Maturity Date, as defined in the Master Credit
Agreement.



          Monthly payments of interest shall be applied first to any late charges or
other charges due hereunder and then to interest due. Upon the occurrence of
an Event of Default under this Note, all payments of principal and/or interest
may be applied in such order as the Holder of this Note may in its sole
discretion determine. All payments of principal and/or interest are payable in
lawful money of the United States of America, which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment.



          In the event (“Event(s) of Default”) (a) Maker fails to make a payment of
any interest or any installment of principal or any other sums payable pursuant
to the terms of this Note on or before the date on which it is due, (b) Maker
fails to pay in full the entire amount outstanding under this Note on the
Judgment Note Maturity Date, (c) of the occurrence of an Event of Default under
the Master Credit Agreement or any other document or instrument which secures
or evidences this Note, or (d) of an event of default by Maker on any of the
“Obligations” as defined in the Master Credit Agreement; and if such default or
failure is not cured within the time, if any, provided in the Master Credit
Agreement or other document or instrument, then or at any time thereafter, at
the option of the Holder of this Note, the whole of the principal sum then
remaining unpaid hereunder, together with all interest accrued thereon, shall
immediately become due and payable without notice, and the liens given to
secure the payment of this Note may be foreclosed. In order to compensate the
Holder for the increased risk of collection after an Event of Default, from and
after the



 










 



maturity of this Note either according to its terms or as the result of a
lawful declaration of maturity, the entire principal remaining unpaid hereunder
shall bear interest at a rate equal to the Default Rate, as defined in the
Master Credit Agreement. Failure to exercise such option or any other rights
to which the Holder may in the event of any such default be entitled shall not
constitute a waiver of the right to exercise such option or any other rights in
the event of any subsequent default, whether of the same or different nature.


          This Note is secured by Collateral, as defined and more fully described in
the Master Credit Agreement. The terms and conditions of the Master Credit
Agreement and the other Documents as defined in the Master Credit Agreement
shall be considered a part hereof to the same extent as if written herein,
including any amendments thereto.



          If this Note is placed in the hands of an attorney for collection or is
collected through any legal proceedings, the Maker of this Note promises to pay
a reasonable attorney’s fee.



          In the event the interest provisions hereof or any exactions provided for
herein or any other instruments securing this Note shall result for any reason
in an effective rate of interest which, for any period of time, transcends the
limit of the usury or any other law applicable to the loan evidenced hereby,
all sums in excess of those lawfully collectible as interest for the period in
question shall, without further agreement or notice between or by any party
hereto, be applied to principal immediately upon receipt of such monies by the
Holder.



          The Maker and all endorsers, and all persons liable or to become liable on
this Note waive presentment, protest and demand, notice of protest, demand and
dishonor and nonpayment of this Note (except for notice expressly required by
this Note), and consent to any and all renewals and extensions of the time of
payment hereof, and agree, further, that at any time and from time to time
without notice, the terms of payment herein may be modified or the security
described in the lien document securing this Note released in whole or in part,
or increased, changed or exchanged by agreement between the Holder hereof and
in the case of payments, the Maker, and in the case of liens, any owner of
premises affected by said lien document securing this Note without in any way
affecting the liability of any party to this instrument or any person liable
with respect to any indebtedness evidenced hereby.



          The Holder is not required to rely on the Collateral, as defined in the
Master Credit Agreement, for the payment of the Note in the event of default by
the Maker, but may proceed directly against the Maker, endorsers, or
guarantors, if any, in such manner as it deems desirable. None of the rights
and remedies of the Holder hereunder are to be waived or affected by failure or
delay to exercise them. All remedies conferred on a Holder by this Note or any
other instrument or agreement shall be cumulative, and none is exclusive. Such
remedies may be exercised concurrently or consecutively at the Holder’s option.



          This Note may be prepaid in whole or in part without penalty upon the
maturity of the then current Interest Period. If the Holder allows the Maker
to prepay the Loan prior to the maturity of the then current Interest Period,
the Maker shall pay a prepayment premium determined by the Holder, in its
commercially reasonable discretion, at the time of the prepayment to compensate
the Holder for any loss.



          The Holder may collect a late charge not to exceed an amount equal to four
(4%) per cent of any installment of principal which is not paid within fifteen
(15) days of the due date thereof to cover the extra expenses involved in
handling delinquent payments. The collection of the late charge shall not be
deemed a waiver by the Holder of any of its other rights under this Note,
including the right, upon the expiration of any applicable cure period, to
accelerate this Note due to Maker’s default for nonpayment.

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          This Note shall be governed as to validity, interpretation, construction,
effect, and in all other respects by the laws and decisions of the State of
South Carolina.



          Wherever possible each provision of this Note shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Note or portion thereof shall be prohibited by or invalid under such
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.



          IN WITNESS WHEREOF, this Judgment Note is executed and delivered by the
Maker to be legally binding and effective as of the date first above written.




	 	 	 	 	 
	(CORPORATE SEAL)	 	MAKER:
	 	 	 	 	 
	 	 	SEA PINES ASSOCIATES, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Michael E. Lawrence
	 	 	 	 	

	 	 	 	 	Its: Chief Executive Officer
	 	 	 	 	 
	(CORPORATE SEAL)	 	SEA PINES COMPANY, INC.
	 	 	 	 	 
	 	 	
By:
	 	/s/ Steven P. Birdwell
	 	 	 	 	

	 	 	 	 	Its: Chief Financial Officer



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