ex10-2.htm


    Exhibit
10.2

    


    AMENDMENT
TO LOAN AGREEMENT

    BETWEEN
SOUTH PADRE ISLAND DEVELOPMENT, L.L.C.

    FORMERLY
KNOWN AS SOUTH PADRE ISLAND DEVELOPMENT, L.P. AND

    COMPASS
BANK, FORMERLY KNOWN AS TEXAS STATE BANK

    


    


    


    This
Amendment to Loan Agreement between South Padre Island Development,
L.L.C., formerly known as South Padre Island Development, L.P. (“SPID”) and
Compass Bank, formerly known as Texas State Bank (“Compass”) is entered
into effective May 1, 2009.

    


    WHEREAS,
on or about September 1, 2005, SPID and Texas State Bank now known as Compass
Bank, entered into a Loan Agreement for the purpose of a real estate note to
SPID in the amount of Four Million and No/100ths Dollars ($4,000,000.00);
and

    


    WHEREAS,
on or about May 1, 2008, SPID and Compass entered into an extension of the real
estate note and lien which at that time had an outstanding balance of Two
Million Eight Hundred Twenty Three Thousand Two Hundred Fifty Six and 00/100ths
Dollars ($2,823,256.00); and

    


    WHEREAS,
on or about July 1, 2008, SPID and Compass entered into an extension of the real
estate note and lien which at that time had an outstanding balance of Two
Million Eight Hundred Twenty Three Thousand Two Hundred Fifty Six and 00/100ths
Dollars ($2,823,256.00); and

    


    WHEREAS,
on or about May 1, 2009, the SPID real estate note had an outstanding balance of
$1,579,729.92; and

    


    WHEREAS,
SPID has requested and Compass has agreed to an additional extension of said
real estate note and lien to be effective as of May 1, 2009 and the parties
desire to amend the original Loan Agreement dated September 1, 2005, to reflect
the various changes being made in the current Extension of Real Estate Note and
Lien;

    


    NOW,
THEREFORE, in consideration of the mutual promises, covenants and warranties set
forth herein, SPID and Compass agree to modify the Loan Agreement as
follows:

    


    
      	
               
      

            	
              1.

            	
              The
      introductory paragraph originally identifying Bank as Texas State Bank,
      Harlingen, Texas, is hereby modified to refer to Bank as Compass
      Bank;

            


    

    


    
      	
                  
      2.  

            	
              Article
      I Definitions and Factual Background, Section 1.02 “Definitions” is
      changed to reflect the definition of “Bank” as Compass Bank with principal
      offices located at 115 East Van Buren, Harlingen, Texas 78550, and its
      successors in interest.

            


    

     

    
      
        	
                 
      

              	
                3.

              	
                Article
      II The Loan, Section 2.02 “Repayment of Loan” shall be modified to
      provide:

              


      

      The
unpaid principal and interest shall be payable as follows:

      


      PRINCIPAL
AND INTEREST SHALL BE DUE ON OR BEFORE MAY 1, 2010.  INTEREST ACCRUING
ON THE UNPAID PRINCIPAL BALANCE SHALL BE DUE AND PAYABLE MONTHLY BEGINNING JUNE
1, 2009, AND CONTINUING ON THE SAME DAY OF EACH CONSECUTIVE MONTH.

      


        
          
             


          

          
            1

             


          

          
             


          

        



    

    
      	
               
      

            	
              4.

            	
               
      Article II The Loan, Section 2.03 “Interest Rate” shall be modified to
      provide:

            


    

    


    The
variable rate of Wall Street Journal Prime Interest Rate (WSJ) with a Floor Rate
of Six percent (6.00%) and a Ceiling Rate of Eight percent (8%) percentum per
annum from the date hereof and to accrue on a 360-day year until
maturity.

    


    All other
terms and conditions set forth in the original Loan Agreement dated September 1,
2005, shall remain in full force and effect.

    


    Accepted
and agreed effective May 1, 2009.

    


    SOUTH
PADRE ISLAND DEVELOPMENT, L.L.C.

    FORMERLY
KNOWN AS SOUTH PADRE

    ISLAND
DEVELOPMENT, L.P.

    


    


    By:           /s/ JUSTIN L.
AWTREY                                                                

    Justin L. Awtrey,
Vice-President

    


    


    


    COMPASS
BANK

    


    


    By:           /s/ Michael K.
Lamon                                                                           

    Michael
K. Lamon,

    Senior
Vice President

     

     

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