Unassociated Document


     


    Exhibit
      10.3

    


    MORTGAGE
      MODIFICATION/EXTENSION AGREEMENT

    


    THIS
      MORTGAGE MODIFICATION/EXTENSION AGREEMENT
      (the
“Agreement”) made and entered into this 27th
      day of
      September, 2007, by and between Branch
      Banking and Trust Company, N.A.,
      (hereinafter referred to as “Mortgagee”), and Pineapple
      House of Brevard, Inc,
      (hereinafter referred to as “Mortgagor”).

     

    W
      I T N E S S E T H:

    


    WHEREAS,
      on or
      about November 18, 2005, the Mortgagor, as evidence of a loan made to it by
      Mortgagee in the principal amount of $14,000,000.00
      executed
      and delivered to the Mortgagee its Promissory Note dated November 18, 2005,
      in
      the face amount of $14,000,000.00;
      and

    


    WHEREAS,
      as
      security for payment of the Promissory Note, the Mortgagor executed and
      delivered to the Mortgagee a certain Mortgage (the “Mortgage”) dated November
      18, 2005, and recorded in Official Records Book 5567
      at Page
2467
      of the
      Public Records of Brevard County, Florida; and

    


    WHEREAS,
      the
      Mortgagor has requested the Mortgagee to extend the Promissory Note and the
      Mortgagee is willing to do so provided the Mortgagor executes and delivers
      to
      the Mortgagee (i) a Renewal Promissory Note evidencing the extension and (ii)
      this Agreement. 

    


    WHEREAS,
      the
      Mortgage and Note evidence an unpaid principal sum now outstanding amounting
      to
Six
      Million Two Hundred Ninety Two Thousand One Hundred Ninety Nine Dollars and
      15/100 ($6,292,199.15)
      which
      the Mortgagee at Mortgagors request has permitted Mortgagor to renew and modify
      as to manner of repayment by a Renewal Promissory Note (the “Renewal Note”) in
      favor of Mortgagee of even date herewith and the Mortgagor and Mortgagee desire
      to modify the terms of the Loan Documents.

    


    NOW,
      THEREFORE,
      in
      consideration of mutual promises herein contained, the parties do hereby agree
      as follows:

    


    1. DEFINITIONS. Unless
      expressly defined in this Agreement, all capitalized terms shall have the
      definitions set forth in the Mortgage.

    


    2. EXTENSION
      OF LOAN. At
      the
      request of the Mortgagor, the Mortgagee has agreed to extend the loan evidenced
      by the Promissory Note, and, as evidence of said extension, the Mortgagor has
      executed and delivered to the Mortgagee its Renewal Promissory Note (the
“Renewal Note”) dated the date hereof in the amount of $14,000,000.00.
      The
      term “Note” shall hereafter mean and refer to the Promissory Note as renewed by
      the Renewal Note, as said Promissory Note may be amended, modified, renewed
      or
      substituted for from time to time.

    3. AMOUNTS
      DUE ON THE NOTE. There
      is
      as of the date hereof due and owing to the Mortgagee on the Note the unpaid
      principal balance of $6,292,199.15
      together
      with any accrued interest, with interest thereafter as set forth in the Note.
      The Mortgagor further states and agrees that said amounts are absolutely and
      unconditionally due and owing to the Mortgagee upon the Note and are not subject
      to any claims, counterclaims, defenses or other rights of offset whatsoever.
      To
      the extent the Mortgagor should have any claims, counterclaims, defenses or
      other rights of offset of any nature whatsoever, the Mortgagor in consideration
      of the renewal of the Promissory Note does hereby expressly waive any such
      claims, counterclaims, defenses or other rights of offset.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. MORTGAGE
      TO CONTINUE TO SECURE NOTE. The
      Mortgage shall continue to secure the full and prompt payment of the Note (as
      extended by the Renewal Note and as the same may be amended, modified, renewed
      or substituted for from time to time in the future) in the same manner and
      upon
      the same conditions as if the Mortgage originally secured the full and prompt
      payment of Note.

    


    5. FUTURE
      AMENDMENTS TO NOTE. As
      defined above, the term “Note” includes all future amendments, modifications,
      renewals or substitutions of the Note and as set forth above, the Mortgage
      shall
      further secure the Note as so amended, modified, renewed or substituted for
      from
      time to time. As such, should the Note at any time in the future be amended,
      modified, renewed or substituted for, the Mortgage shall continue to secure
      the
      loan evidenced thereby and it shall not be necessary to execute any further
      Modification or Extension Agreement of the Mortgage provided, however, nothing
      contained herein shall obligate the Mortgagee to agree to any further extension
      or modification in the future.

    


    6. RATIFICATION. Except
      as
      expressly modified herein, all of the remaining terms and conditions of the
      Mortgage and assignment of Rents are hereby ratified and confirmed, and shall
      continue to remain in full force and effect. Nothing herein contained shall
      be
      construed to impair the priority or security afforded by the Mortgage or the
      Note secured hereby as herein modified.

    


    7. COMPLETE
      AGREEMENT. This
      Agreement constitutes the complete agreement between the parties hereto and
      incorporates all prior discussions, agreements and representations made in
      regard to the matters set forth herein. This Agreement may not be amended,
      modified or changed except by writing signed by the party to be charged by
      said
      amendment, change or modification.

    


    8. SURVIVAL
      OF COMMITMENT LETTER. 
      This
      Agreement is being executed by Mortgagee and Mortgagor pursuant to the terms,
      conditions and covenants set forth in Mortgagee’s commitment letter to Mortgagor
      dated July 7, 2005 (the “Commitment Letter”). Mortgagor and Mortgagee hereby
      agree that the terms, conditions, and covenants of the Commitment Letter shall
      survive the closing of the Renewal Note and Mortgage Modification/Extension
      Agreement, and that a default under the Commitment Letter shall constitute
      a
      default with respect to the Mortgage and Renewal Promissory Note and Mortgage
      Modification/Extension Agreement thereof.

    


    MORTGAGOR
      AND MORTGAGEE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY HEREBY WAIVE THE RIGHT
      TO
      A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED UPON, OR ARISING OUT OF,
      UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO
      BE
      EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
      STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES. THIS
      PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE ENTERING INTO THIS
      AGREEMENT. 

    


    IN
      WITNESS WHEREOF,
      the
      parties have hereunto executed this Agreement as of the day and year above
      written.

        

    
      	Signed, sealed and
              delivered	Mortgagor:


      	
              in
                the presence of:

               

            	
              Pineapple
                House of Brevard, Inc

            


      	
               /s/ Candace
                R. Sammons 

              Witness: 
                Candace R. Sammons 

            	
               /s/ Stephen
                R. Wherry 

              Stephen R. Wherry, Vice
                President

               

            


      	
               /s/ Daniel
                R. Monteau  

              Witness: 
                Daniel R. Monteau

            	 


    

     

     

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	 	
                Mortgagee: 

                Branch
                  Banking and Trust Company

              


        	
                /s/ Victoria
                  Costa 

                Witness: 
                  Victoria Costa

              	
                 /s/ Lori
                  A. Baldwin    

                Lori
                  A. Baldwin, Vice President

              


        	
                 

              	
                
                  

              


        	
                 /s/ Kathleen
                  Lars 


                Witness: 
                  Kathleen Lars

              	 


      

    

    


    STATE
      OF
 
      FL
  

    COUNTY
      OF
 
      Alachua
  

    


    The
      foregoing instrument was acknowledged before me this 27th
      day of
      September, 2007 by Stephen R. Wherry, as Vice President of Pineapple House
      of
      Brevard, Inc. who is personally
      known to me or has
      produced   Florida
      Drivers License       
      as
      identification.

    


     /s/ Daniel
      R. Monteau   

    Notary
      Public

    


    STATE
      OF
      FLORIDA

    COUNTY
      OF
      BREVARD

    


    The
      foregoing instrument was acknowledged before me this 27th
      day of
      September, 2007 by Lori A. Baldwin as Vice President of Branch Banking and
      Trust
      Company who is personally
      known to me
      or has
      produced          
      as
      identification.

    


     /s/ Victoria
      Costa   

    Notary
      Public