AMENDMENT TO SUBORDINATION AGREEMENTRECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Truist Bank
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 day of u9 (the "Amendment Effective Date"), by and
among the CITY OF CLEARWATER, FLORIDA, a municipal corporation under Florida law (the
"City"), TRUIST BANK, a North Carolina banking corporation having offices in the State of
Florida (formerly known as Branch Banking and Trust Company, 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 that was secured by the Property.
C. The parties desire to amend the Agreement to remove the restriction on the amount
of lending by the Bank or any lending institution other than Bank to the Owner that may be secured
by the Property.
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
lending of any amount without restriction by the Bank or any lending institution other than Bank
to the Owner, which loans are secured by the Property, in such amounts as may be hereafter agreed
by the Bank and the Owner with no further consent or agreement required by the City.
3. Amendment to Section 9. The second sentence of Section 9 is hereby deleted in
its entirety.
4. 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.
5. 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.]
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:
d!
CITY OF CLEARWATER, FLORIDA
rank V. Hibbard, Mayor
Approved as to form:
Signature:
Pamela K. Akin, City Attorney
STATE OF FLORIDA
COUNTY OF PINELLAS
By:
Name: Mic ael Delk,
Title: Acting City Manager
Attest:
Signature:
Rosemarie Call
City Clerk
The foregoing instrument was acknowledged before me by means of IN/physical presence
41
or ❑ online notarization, this3 '"
c'" day of by Michael Delk, 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 ❑ who produced
as identification.
Name:
N'rG&1f de
Notary Public State of r1 Floridaa
(Seal
NICOLE ANNE SPRAGUE
Notary Public - State of Florida
" Commission # HH 018815
oF,N My Comm. Expires Jul 7, 2024
Bonded through National Notary Assn.
(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
By:
Name:
Title:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me by means of ❑
.'r✓
or LI online notarization, this day of N-oiet
(name of person), as
physical presence
921- by
authority, e.g. officer, trustee, attorney in fact) for Truist Bank, a North
corporation, who is ❑ personally known to me or 111
as identification.
(type of
Carolina banking
who produced
Name:
Notary Public State of Florida
(Seal)
(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:
CLEARWATER A -RINE -AQUARIUM, INC.
By: iii=
Name: i,t K _2)/4
Title:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me by mean of physicalpresence
or ❑ online notarization, this / day of d, � - (y
b
m217 14 7c (name of person), as 62Z--:70 (type of
authority, e.g. offic r, trustee, attorney i fact) for Clearwater Marine Aquarium, Inc., a Florida
nonprofit corporation, who is personally known to me or ❑ who produced
as identif ation.
me:
f iotary Public State of Florida
(Seal)
BRIDGET KUESTER
�/•��`.: Notary Public - State of Florida
at o`: Commission 0 GG 329698
� '?an�'' My Comm. Expires Jun 15, 2023 `
Bonded through National Notary Asan.
(Owner Signature Page to Amendment)