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AMENDMENT TO SUBORDINATION AGREEMENTRECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Branch Banking and Trust Company 28050 US Highway 19 N Clearwater, Florida 33761 Attn: Jeff Lampasso Space above for Recorder's Use AMENDMENT TO SUBORDINATION AGREEMENT THIS AMENDMENT TO SUBORDINATION AGREEMENT (this "Amendment") is entered into as of this vi3' day of November, 2020 (the "Amendment Effective Date"), by and among the CITY OF CLEARWATER, FLORIDA, a municipal corporation under Florida law (the "City"), BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation having offices in the State of Florida (the "Bank"), and CLEARWATER MARINE AQUARIUM, INC., f/k/a Clearwater Marine Science Center, Inc., a Florida nonprofit corporation (the "Owner"). Background A. The parties entered into that certain Subordination Agreement dated September 1, 2016 (the "Agreement"), which Agreement was recorded in the Public Records of Pinellas County in O.R. Book 19326, Page 2457. All capitalized but undefined terms used in this Amendment shall have the meanings ascribed thereto in the Agreement. B. The Agreement provides and the City consented that the Bank was authorized to lend to the Owner up to $25 million. C. The parties desire to amend the Agreement to permit further lending by the Bank to the Owner. Agreement For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Background. The Background is true and correct and incorporated in this Amendment. 2. Consent to Additional Lending. The City hereby approves of and consents to any additional lending by the Bank to the Owner, which loans may be secured by the real property and [G M 20-9211-024/261936/1] improvements owned by the Owner, including the Property, in such amounts as may be hereafter agreed by the Bank and the Owner. 3. Amendment to Section 1. Section 1 of the Agreement is hereby amended to reflect that the term Bank Security Instruments is not limited to the 2010 Security Instrument and the 2016 Bank Security Instrument but, instead, refers to any security instruments related to any Secured Obligation. Therefore, the parties agree to delete the parenthetical included in Section 1 and replace it with the following: "(the "Bank Security Instruments")". 4. Amendment to Section 9. The second sentence of Section 9 is hereby deleted in its entirety. 5. No Other Modifications. The terms and conditions of this Amendment shall amend, supersede, replace, govern, and control over any conflicting or inconsistent terms and conditions in the Agreement, but except as modified in this Amendment, all other terms and conditions of the Agreement shall remain unmodified and in full force and effect and are hereby ratified and reaffirmed. Unless otherwise defined in this Amendment, all capitalized terms shall have the same meanings as provided in the Agreement. 6. Counterparts. This Amendment may be executed and delivered by facsimile or electronic signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes may be executed in counterparts, each of which shall be deemed an original; and such counterparts when taken together shall constitute but one agreement. [Signature Pages Follow.] [G M 20-9211-024/261936/1] IN WITNESS WHEREOF, the City has executed this Amendment with the intent to be bound as of the Amendment Effective Date. THE CITY: Countersigned: Signature: CITY OF CLEARWATER, FLORIDA � J" -� Y BL&) Frank V. Hibbard, Mayor Approved as to form: Signature: Pamela K. Akin, City Attorney STATE OF FLORIDA COUNTY OF PINELLAS Name: William B. Horne, II Title: City Manager Attest: Signature: Rosemarie Call City Clerk The foregoing instrument was acknowledged before me by means of physical presence or El online notarization, this was, of November, 2020, by William B. Horne, II, Pamela K. Akin, Rosemarie Call, and Frank V. Hibbard, respectively the City Manager, City Attorney, City Clerk and Mayor of the City of Clearwater, a municipal corporation existing under the laws of the State of Florida, who are Er personally known to me or El who produced as identificati . n. 1 Name: /Oak *WV( Notary Public State of Florida ( e NICOLE ANNE SPRAGUE Notary Public - State of Florida Commission # HH 018815 `a F�' My Comm. Expires Jul 7, 2024 Bonded through National Notary Assn. [GM20-9211-024/261936/1] (City Signature Page to Amendment) IN WITNESS WHEREOF, the Bank has executed this Amendment with the intent to be bound as of the Amendment Effective Date. BANK: TRUIST BANK r Name: Title: STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowled ed before me by mea of physical presence off;• 0 online notarization, this day of Pd 24 by (name of person), as _ (type of authority, e.g. officer, trustee, attorney in fact) for Truist Bank, a North Carolina banking corporation, who is personally known to me or ❑ who produced as i c nti ication. Name: Notary Public State of Florida (Seal) CONCETTA MARIE BRACCIA Notary Public•State of Florida Commission»GG 351718 '' - M Comm.Ex ire'Au 7,2023 Y P g Bonded through National Notary Assn. (Bank Signature Page to Amendment) IN WITNESS WHEREOF, the Owner has executed this Amendment with the intent to be bound as of the Amendment Effective Date. OWNER: CLEARWATE E AQUARIUM, INC. By: Name: Title: G STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me by means of g physical presence or 0 online notarization, this / 8. day of November, 2020, by F,�zn/( 2Dcc fri e (name of person), as (type of authority, e.g. officer, trustee, attorney in fact) for Clearwater Marine Aquarium, Inc., a Florida nonprofit corporation, who is ❑ personally known to me or K who produced FL . A_ as identification. Name: eao4'/4. tC a. Notary Public State of Florida (Seal) 4..„-A,_!4., GEORGIA BOSTON 4 • ' Notary Public - State of Florida .3' )j Commission # GG 919023 ,, ar r.,,: My Comm. Expires Oct 2, 2023 londed through National Notary Assn. [GM20-9211-024/261936/1](Owner Signature Page to Amendment)