With respect to Section 3.12 of the Loan Agreement, Borrower or Guarantor
has sufficient capital, or has access to sufficient capital, to carry on its
business and transactions as now conducted and as planned to be conducted in the
future.
Further, Lender has received financial statements with respect to
Borrower and Guarantor that update the Initial Financial Statements.
3.
Borrower confirms to its knowledge the representation set forth in
Section 3.14 of the Loan Agreement, as modified herein.
1
EXHIBIT F
Persons Preparing Plans
1.
Calibre Engineering, Inc.;
2.
BOKA Powell, LLC;
3.
Hunt & Joiner;
4.
San Juan;
5.
Given & Associates;
6.
Meeks Design Group;
7.
Amicus Interests; and
8.
miscellaneous minor consultants for waterproofing, ski lift, etc.
1
EXHIBIT G
Form of Guaranty Amendment
FIRST AMENDMENT TO GUARANTY AGREEMENT
This FIRST AMENDMENT TO GUARANTY AGREEMENT ("Amendment") is entered into to be
effective as of
, 2008, by and between
Behringer Harvard Short-Term Opportunity Fund I LP, a Texas limited partnership
("Guarantor"), as guarantor, and Credit Union Liquidity Services, LLC, a Texas
limited liability company (formerly known as Texans Commercial Capital, LLC, a
Texas limited liability company) ("Lender"), as lender.
RECITALS
A.
BEHRINGER HARVARD MOUNTAIN VILLAGE, LLC, A COLORADO LIMITED
LIABILITY COMPANY ("BORROWER"), AND LENDER HAVE EXECUTED THAT CERTAIN
CONSTRUCTION LOAN AGREEMENT DATED AS OF SEPTEMBER 29, 2006 ("LOAN AGREEMENT")
WITH RESPECT TO A LOAN IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY-ONE MILLION
SIX HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($31,650,000) (THE "LOAN").
THE
LOAN IS EVIDENCED BY A NOTE ("NOTE") FROM BORROWER TO LENDER, DATED AS OF
SEPTEMBER 29, 2006, IN THE AMOUNT OF THE LOAN.
THE NOTE AND LOAN ARE SECURED BY
A DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT, AND ASSIGNMENT OF
RENTAL DATED OF EVEN DATE WITH THE NOTE (THE "SECURITY INSTRUMENT") ENCUMBERING
THE MORTGAGED PROPERTY DESCRIBED IN THE SECURITY INSTRUMENT.
(THE NOTE, THE
LOAN AGREEMENT, THE SECURITY INSTRUMENT, AND ALL OTHER DOCUMENTS THAT EVIDENCE
AND SECURE THE LOAN COLLECTIVELY ARE REFERRED TO AS THE "LOAN DOCUMENTS".)
GUARANTOR GUARANTEED THE PAYMENT OF CERTAIN AMOUNTS UNDER THE LOAN DOCUMENTS
UNDER THE TERMS OF A GUARANTY AGREEMENT DATED AS OF SEPTEMBER 29, 2006 (THE
"GUARANTY").
B.
BORROWER AND LENDER HAVE AGREED TO ENTER INTO A FIRST MODIFICATION
AGREEMENT TO MODIFY CERTAIN TERMS AND CONDITIONS OF THE LOAN (THE
"MODIFICATION").
C.
AS A CONDITION OF AGREEING TO THE MODIFICATION, LENDER REQUIRES
THAT THE GUARANTOR EXECUTE THIS AMENDMENT.
NOW, THEREFORE, in order to induce Lender to execute the Modification, and in
consideration thereof, Guarantor agrees as follows:
1.
REAFFIRMATION.
GUARANTOR HEREBY (A) RATIFIES AND REAFFIRMS THE
TERMS AND CONDITIONS OF THE GUARANTY; (B) ACKNOWLEDGES THAT THE GUARANTY REMAINS
IN FULL FORCE AND EFFECT WITHOUT ANY EXONERATION; (C) AGREES THAT THE LOAN
DOCUMENTS, AS THE SAME MAY BE MODIFIED IN CONNECTION WITH THE MODIFICATION, WILL
CONTINUE TO BE GUARANTEED BY THE GUARANTOR AS AND TO THE FULL EXTENT PROVIDED IN
THE GUARANTY; (D) ACKNOWLEDGES THAT THERE ARE NO (OR IRREVOCABLY WAIVES ANY)
CLAIMS OR OFFSETS AGAINST, OR