EX-10.10 REVOLVING LINE OF CREDIT PROMISSORY NOTE



 





EXHIBIT 10.10




AMENDED AND RESTATED REVOLVING LINE OF CREDIT PROMISSORY NOTE



THIS NOTE AMENDS AND RESTATES THAT CERTAIN REVOLVING LINE OF CREDIT PROMISSORY NOTE DATED
NOVEMBER 1, 2004, IN THE ORIGINAL PRINCIPAL AMOUNT OF $5,000,000.00, GIVEN BY BORROWER IN FAVOR OF
BANK (THE “ORIGINAL NOTE”). THIS NOTE IS BEING EXECUTED BY MAKER AND DELIVERED TO BANK IN
SUBSTITUTION FOR THE ORIGINAL NOTE AND NOT IN PAYMENT, SATISFACTION OR CANCELLATION OF THE
OUTSTANDING INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE. NO ADDITIONAL DOCUMENTARY STAMP TAXES OR
NON-RECURRING INTANGIBLES TAXES ARE DUE IN CONNECTION WITH THE EXECUTION OF THIS NOTE OR THE
RECORDING OF THE THIRD AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING OF EVEN
DATE ON PROPERTY IN PASCO COUNTY, FLORIDA WHICH SECURES THIS NOTE.




			
	 	 	 
	 

U.S. $5,000,000.00
	 	Tampa, Florida

January 30, 2007






     The undersigned Borrower promises to pay to the order of SUNTRUST BANK, a Georgia banking
corporation (hereinafter called “Bank”, which term shall include all subsequent holders of this
Note by assignment or otherwise), at its offices located in Tampa, Florida, or order, the sum of
FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00), or so much thereof as may be advanced by Bank
hereunder, together with interest as required under this Note. Sums shall be advanced to Borrower
by Bank hereunder pursuant to the terms and conditions of that certain Loan Agreement of even date
herewith, by and between Bank and Borrower. The outstanding principal amount due hereunder may
fluctuate up and down from time to time, but shall not exceed Five Million and 00/100ths United
States Dollars ($5,000,000.00) in the aggregate principal amount outstanding at any one time.



     The principal outstanding under this Note shall bear interest at the Interest Rate (as
hereinafter defined), which Interest Rate shall be adjusted on each Interest Rate Determination
Date (as hereinafter defined). The term “Interest Rate” means two percent (2.00%) per annum above
One Month LIBOR-Indexed Rate (as hereinafter defined). The term “One Month LIBOR-Indexed Rate”
means that rate per annum which is the quotient of:




(i) the rate per annum equal to the offered rate for deposits in U.S. dollars of amounts
comparable to the principal amount of the Note offered for a term comparable to the Interest
Period, which rate appears on that page of Bloomberg reporting service, or such similar
service as determined by the Bank, that displays British Bankers’ Association interest
settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two
(2) Business Days prior to the first day of such Interest Period; provided, that if no such
offered rate appears on such page, the rate used for such Interest Period will be the per
annum rate of interest determined by the Bank to be the rate at which U.S. dollar deposits
for the relevant Interest Period in an amount comparable to the principal amount of the
Note, are offered to the Bank in the London Inter-Bank Market as of 11:00 A.M. (London,
England time), on the day which is two (2) Business Days prior to the first day of such
Interest Period, divided by



 









 






(ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any
emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded
upward to the next 1/100th of 1%) in effect on any day to which Bank is subject with respect
to any One Month LIBOR loan pursuant to regulations issued by the Board of Governors of the
Federal Reserve System with respect to eurocurrency funding (currently referred to as
“eurocurrency liabilities” under Regulation D). This percentage will be adjusted
automatically on and as of the effective date of any change in any reserve percentage.



     Anything to the contrary provided herein notwithstanding, upon any increase in the reserve
percentage by the Board of Governors of the Federal Reserve System, Borrower shall have the right
to request (which request shall not be unreasonably denied by Bank) the use of the thirty (30) day
Secondary Certificate of Deposit Rate or some other mutually agreed upon index instead of the One
Month LIBOR-Indexed Rate. The term “Secondary Certificate of Deposit Rate: shall mean:




(i) the Secondary Certificate of Deposit Rate per annum for 30-day period, each as in effect
on the date two (2) Business Days prior to the beginning of each Interest Period, as
published from time to time in the Wall Street Journal or such substitute publication or
interest rate reporting service as may be designated in writing from time to time by Bank to
Borrower, in any such case rounded, if necessary to the higher 1/16 of 1.0% if the rate is
not such a multiple.



     If the Bank determines in its sole discretion at any time (the “Determination Date”) that it
can no longer make, fund or maintain One Month LIBOR-Indexed Rate and/or Secondary Certificate of
Deposit Rate loans for any reason, including without limitation illegality, or the One Month LIBOR
Indexed Rate and/or Secondary Certificate of Deposit Rate cannot be ascertained or do not
accurately reflect the Bank’s cost of funds, or the Bank would be subject to Additional Costs that
cannot be recovered from Borrower, then the Bank will notify Borrower and thereafter will have no
obligation to make, fund or maintain One Month LIBOR-Indexed Rate and/or Secondary Certificate of
Deposit Rate loans. Upon such Determination Date, this Note shall be converted to a variable rate
loan based upon the Prime Rate (as hereinafter defined), with the interest rate adjusting
simultaneously with any fluctuation in said Prime Rate. “Prime Rate” shall mean the publicly
announced prime lending rate of the Bank from time to time in effect, which rate may not be the
lowest or best lending rate made available by the Bank.



     The term “Business Day” as hereinabove used shall mean a day on which the foreign exchange
markets in London, England are open for business. The term “Interest Rate Determination Date” as
hereinabove used means January 30, 2007, and the first (1st) Business Day of each calendar month
thereafter. The term “Interest Period” as hereinabove used means the period commencing on each
Interest Rate Determination Date and ending the day before the next Interest Rate Determination
Date.



     Interest hereunder shall be computed on the basis of a three hundred sixty (360) day year,
calculated for the actual number of days elapsed, provided, however, that the Interest Rate charged
hereunder shall never exceed the maximum rate allowed, from time to time, by applicable law.



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     Monthly payments consisting of accrued interest at the applicable Interest Rate pursuant to
the foregoing provisions of this Note shall be due and payable beginning on February 1, 2007, and
continuing on the first (1st) day of each month thereafter until the Maturity Date (as defined
below).



     The “Maturity Date” of this Note shall be January 30, 2008. Notwithstanding any contrary
provision of this Note (a) in Bank’s sole and absolute discretion, the Maturity Date may be
extended by written agreement acceptable to Bank between Bank and Borrower, for up to four (4)
successive one year periods, and (b) all amounts then outstanding under this Note, if not sooner
paid, shall be due and payable in full on the Maturity Date as defined above.



     In the event that any applicable law or regulation or the interpretation or administration
thereof by any governmental authority charged with the interpretation or administration thereof
(whether or not having the force of law) (i) shall change the basis of taxation of payments to the
Bank or any amounts payable by Borrower hereunder (other than taxes imposed on the overall net
income of the Bank) or (ii) shall impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of, or credit extended by
the Bank, or (iii) shall impose any other condition with respect to this Note, and the result of
the foregoing is to increase the cost to the Bank of making or maintaining this Note or to reduce
any amount receivable by Bank hereunder, and the Bank determines that such increased costs or
reduction in amount receivable was attributable to the One Month LIBOR-Indexed Rate used to
establish the One Month LIBOR-Indexed Rate hereunder, then Borrower shall from time to time, upon
demand by the Bank, pay to the Bank additional amounts sufficient to compensate the Bank for such
increased costs (the “Additional Costs”). A detailed statement as to the amount of the Additional
Costs, prepared in good faith and submitted to Borrower by the Bank, shall be conclusive and
binding in the absence of manifest error.



     A payment due hereunder shall be deemed late if it is not received by the Bank on or before
ten (10) days after the due date of such payment, and each late payment shall automatically incur a
late charge, payable immediately, equal to five percent (5%) of such payment. This late charge
provision shall not limit the operation of any other provision of this Note regarding payments that
are not made when due hereunder. Further, notwithstanding any other rate of interest provided for
herein, the Interest Rate applicable to any payment or payments of principal or interest, or any
part thereof, not received by the Bank within ten (10) days after the due date thereof shall
thereafter be the maximum rate allowed, from time to time, by applicable law (the “Default Rate”).



     Further still, Borrower shall be in default of this Note in the event that any payment of
principal or interest, or any part thereof, is not received by the Bank within ten (10) days after
the due date of such payment, or upon the occurrence of any other default hereunder or under the
terms of any mortgage or other loan document securing or made at any time in connection with this
Note or with any loan cross-defaulted with this Note. In the event of any such default that remains
uncured upon the expiration of any applicable grace or cure period, the principal sum remaining
unpaid hereunder, together with all accrued and unpaid interest thereon, and all other liabilities
of the Borrower under this Note, shall become due and payable at any time thereafter at the option
of the Bank, immediately upon the Bank’s written notice or demand. Also in that event, the Bank
shall have the remedies of a secured party under the Uniform Commercial Code and,



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without limiting the generality of the foregoing, the immediate and unconditional right to set off
against this Note all money owed by Bank in any capacity to each “Obligor” (which term includes
Borrower and any guarantor or other person or entity now or hereafter obligated for all or part of
the indebtedness of Borrower under this Note, or under any mortgage or other loan document securing
or made at any time in connection with this Note, whether or not then otherwise due, and also to
set off against all other liabilities of each Obligor to Bank all money owed by Bank in any
capacity to each Obligor; and, Bank shall be deemed to have exercised such right of set-off and to
have made a charge against any such money immediately upon the occurrence of such default that
remains uncured upon the expiration of any applicable grace or cure period, even though such a
charge is made or entered on the books of Bank at a later time.



     In enforcing its remedies for default, unless any collateral security for this Note
(“Collateral”) is perishable or threatens to decline speedily in value, or is of a type customarily
sold on a recognized market, the Bank will give Borrower reasonable notice of the time and place of
any public sale thereof or of the time after which any private sale or any other intended
disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice
is mailed, postage prepaid, to Borrower at the address given below or at any other address shown on
the records of the Bank, at least five (5) days before the time of the sale or disposition. In
connection with the disposition of any Collateral at the instance of the Bank, Borrower shall be
and remain liable for any deficiency, and Bank shall account to Borrower for any surplus, provided,
however, that the Bank shall have the right to apply all or any part of such surplus (or to hold
the same as a reserve against) any and all other liabilities of Borrower to Bank, and further
provided that no provision of this Note or of any mortgage or other loan document securing or made
at any time in connection with this Note shall be construed to require that the Bank seek recourse
against any Collateral before or to the exclusion of any other default rights and remedies that the
Bank may have under applicable law. Borrower promises and agrees to pay all costs and expenses of
collection and reasonable attorneys’ fee, including costs, expenses and reasonable attorneys’ fees
on appeal, if sought or collected by the Bank through legal proceedings or through an attorney at
law.



     Bank shall have the right, which may be exercised at any time whether or not this Note is then
due, to notify any one or more of the Obligors to make payment to Bank on any amounts due or to
become due on any Collateral. In the event of any default hereunder (subject to any applicable
cure period), Bank shall thereafter have, but shall not be limited to, the following rights; (i) to
transfer this Note and the Collateral, whereupon Bank shall be relieved from all further
liabilities, duties and responsibilities hereunder and with respect to any Collateral so pledged or
transferred, and any transferee shall for all purposes stand in the place of Bank hereunder and
have all the rights of Bank hereunder; (ii) to transfer the whole or any part of the Collateral
into the name of itself or its nominee; (iii) to vote the Collateral; (iv) to demand, sue for,
collect, or make any compromise or settlement it deems desirable with reference to the Collateral;
and, (v) to take control of any proceeds of Collateral.



     No delay or omission on the part of Bank in exercising any right hereunder shall operate as a
waiver of such right or of any other right under this Note. Presentment, demand, protest, notice
of dishonor, and extension of time without notice are hereby waived by Borrower and each and every
other Obligor. Except as otherwise expressly provided in this Note or by applicable law, any
notice to Borrower regarding this Note shall be sufficiently served for all purposes if placed in
the mail,



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postage prepaid, addressed to or left upon the premises at the address shown below or any other
address shown on the Bank’s records. Time is of the essence in all matters relating to this Note.



     JURY TRIAL WAIVER. BORROWER AND BANK HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND
IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE
EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
BANK ENTERING INTO THIS AGREEMENT. FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR
AGENT OF BANK, NOR BANK’S COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY THIS PROVISION.



     IN WITNESS WHEREOF, Borrower has executed and delivered this Note on the date first above
written.



	 	 	 	 	 
	 	Borrower:

SADDLEBROOK RESORTS, INC.,

a Florida corporation

 	 
	 	By:  	/s/ Thomas L. Dempsey
 	 
	 	 	Thomas L. Dempsey 	 
	 	 	Its Chief Executive Officer 	 
	 



Borrower’s Address:

5700 Saddlebrook Way

Wesley Chapel, Florida 33543





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