Exhibit 10.27


 


 


SECOND
RENEWAL, EXTENSION, AND MODIFICATION


OF
PROMISSORY NOTE


AND


SECOND
AMENDMENT TO BUSINESS LOAN AGREEMENT


(“Agreement”)


(Loan
No. 104403439)


 


Effective
Date:     October 13, 2013


 


Original
Promissory Note:


 


Effective
Date:     October 13, 2011


 


		Lender:	Inwood National Bank



7621
Inwood Road


Dallas,
Texas 75209


 


		Borrower:	JBGL Builder Finance, LLC



3131
Harvard Avenue, Suite 103


Dallas,
Texas 75205


 


Stated
Principal Amount:     $6,000,000.00


 


Maturity
Date:     October 13, 2012


 


First Renewal:


 


Effective
Date:     October 13, 2012


 


Stated
Principal Amount:     $8,000,000.00


 


Maturity
Date:     October 13, 2013


 


Collateral:


		a.	Commercial Security Agreement (“Security Agreement”) dated effective
as of October 13, 2011, as amended, granting a security interest in all of Borrower’s existing and future notes receivable,
and other items of collateral more fully described therein and made a part hereof



 


		b.	Terms, Conditions, and Provisions contained in that certain Business Loan Agreement (Asset
                                                            Based), as amended (collectively, “Loan Agreement”), dated effective as of October 13, 2011, executed and
                                                            delivered by Borrower and Lender



 


	SECOND RENEWAL, EXTENSION,
    MODIFICATION, AND AMENDMENT	PAGE 1


 




    	 



    	 



    

 


(Original
Promissory Note and First Renewal are hereafter collectively referred to as the “Promissory Note”, and the Security
Agreement and the Loan Agreement, and all documents and instruments described therein are hereafter collectively referred to as
the “Collateral Documents”).


 


Modification
to Promissory Note:


 


1.          Increase
in Stated Principal Amount. The stated principal amount of the Promissory Note is hereby increased from $8,000,000.00 to $25,000,000.00.


 


2.          Maturity
Date. The maturity date of the Promissory Note is hereby extended from October 13, 2013 to October 13, 2014 (“Maturity
Date”). Borrower will pay regular monthly payments of all accrued and unpaid interest due as of each payment date, beginning
November 13, 2013, with all subsequent interest payments to be due on the same day of each month thereafter until the Maturity
Date, when all unpaid principal and accrued but unpaid interest shall be due and payable in full.


 


Modification
and Amendment to Loan Agreement:


 


1.          Audited
Financial Statements. Borrower’s affirmative covenant contained in the Loan Agreement requiring Borrower to provide an
unaudited financial statement not later than ninety (90) days after the end of such fiscal year, is hereby deleted and substituted
with the following:


 


“Annual
Statements. As soon as available, but in no event later than one hundred twenty (120) days after the end of each fiscal year,
Borrower shall furnish to Lender audited financial statements of Borrower’s balance sheet and income statement for the year
ended, and containing all other financial information required by Lender, compiled and prepared by a certified public accountant
satisfactory to Lender.”


 


2.          Tangible
Net Worth Requirements. Borrower’s affirmative financial covenant contained in the Loan Agreement requiring Borrower
to “maintain a net worth greater than 9X the outstanding loan balance of the subject revolving line of credit”, is
hereby amended by substituting “three (3) times” in the place of “9X”.


  


	SECOND RENEWAL, EXTENSION,
    MODIFICATION, AND AMENDMENT	PAGE 2


 




    	 



    	 



    

 


3.          Proposed
Advance - John’s Creek, Fulton County, Georgia. Borrower has informed Lender of its intention to provide
funding for the purchase by Johns Creek 206, LLC, an entity to be owned and controlled by James Brickman, of approximately
206 acres in a residential development project known as Johns Creek, located in Fulton County, Georgia. The acquisition is
scheduled to occur on or about November 19, 2013. Borrower’s loan to Johns Creek 206, LLC will be secured by a deed of
trust lien/mortgage for the benefit of Borrower. In addition to the foregoing, Lender requires Johns Creek 206, LLC to
execute and deliver a deed of trust/mortgage for the benefit of Lender as additional collateral for payment of the Promissory
Note. All loan and security documents and instruments concerning the Johns Creek transaction are required to be executed and
delivered to the appropriate parties on the date of acquisition and funding. The form of all such documents and instruments
shall be as reasonably approved by Lender.


 


Borrower
and Lender acknowledge and agree that this Agreement is given in renewal, extension, and modification, and not in extinguishment,
of the Promissory Note. Borrower hereby ratifies all previous advances, draws, and draw requests made under the terms of the Promissory
Note and, further, Borrower hereby reaffirms all terms, conditions, and obligations of Borrower contained in the Promissory Note,
the Loan Agreement, the Security Agreement, and all collateral and ancillary documents thereto, except as modified herein. Borrower
agrees that such modification shall in no manner alter, effect, impair, or abrogate the Promissory Note or the Collateral Documents
describing the liens and security interests and collateral interests securing the payment of same, and that said liens, security
interests, and collateral interests shall not in any manner be waived; the purpose of this instrument being simply to modify the
terms of the Promissory Note and the Loan Agreement as forth above. Except as modified above, all terms and provisions of the Original
Promissory Note, the Collateral documents, and of the instrument or instruments creating or fixing the liens, security interests,
and collateral interests securing the payment of same are and such shall be, and remain, in full force and effect as therein written.


 


To
the extent a conflict exists between the terms and conditions contained in this Agreement and the Note and Collateral Documents,
this Agreement shall control.


 


Executed
effective as of (but not necessarily on) the date first written above.


 


Borrower:


 


JBGL
Builder Finance, LLC,


 


	By:	/s/ James R. Brickman
	 	James R. Brickman, Manager


 


	SECOND RENEWAL, EXTENSION,
    MODIFICATION, AND AMENDMENT	PAGE 3


 




    	 



    	 



    

 


Lender:


 


INWOOD
NATIONAL BANK


 


	By:	 
	 	Keil W. Strickland
	 	Vice President


 


	SECOND RENEWAL, EXTENSION, MODIFICATION,
    AND AMENDMENT	PAGE 4