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Exhibit 10(j)(2)(E)
LOAN NO. C-331971
FIRST AMENDMENT OF TRANCHE B PROMISSORY NOTE
THIS FIRST AMENDMENT OF TRANCHE B PROMISSORY NOTE (this "First
Amendment") is made as of the 11th day of August, 2000, between, KOGER EQUITY,
INC., a Florida corporation, 3986 Boulevard Center Drive, Jacksonville, FL
32207, hereinafter called "Obligor" and THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY, a Wisconsin corporation, 720 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, hereinafter called "Northwestern"; and
WHEREAS, Northwestern is the owner of a certain Tranche B Promissory
Note in the original principal amount of $89,500,000 dated as of December 16,
1996 (the "Note") executed by Obligor and secured, along with the Tranche A
Promissory Note, by a lien on property (the "Property") described in a Master
Lien Instrument (the "Lien Instrument") dated as of December 16, 1996, securing
aggregate indebtedness in the original amount of $190,000,000.00 executed by
Obligor;
AND WHEREAS, Northwestern has been requested to amend certain terms of
the Note; and
NOW, THEREFORE, in consideration of the above and of the mutual
agreements herein contained, the undersigned parties agree to the following:
1. Unless otherwise defined herein, words and terms used herein
shall have the same meaning as defined in the Note.
2. The following paragraph is hereby added to the prepayment
terms of the Note:
In addition to any other right or obligation of prepayment
contained in the Note, unless the Substitution (as defined
below) occurs, Borrower hereby agrees to make a prepayment
(the "Mandatory Prepayment") of principal in the amount of
$9,000,000 plus a prepayment fee equal to the Prepayment Fee,
calculated however only on the $9,000,000 being prepaid. The
Mandatory Prepayment shall be made on the 190th day after the
date hereof. The term "Substitution" means that Borrower has,
within 180 days after the date hereof, substituted a property
for the property described in the Lien Instrument as the Pool
B Park located in the City of El Paso, El Paso County, Texas
which is being released concurrently herewith. The
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Substitution must satisfy each of the conditions in the Lien
Instrument under the section titled "Property Substitution."
3. The securing clause, found on page 4 of the Note, is hereby
deleted in its entirety and the following inserted in lieu thereof:
This note is secured by a lien instrument in multiple
counterparts, each of even date herewith executed by KOGER
EQUITY, INC., a Florida corporation to THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY or to JOHN S. SHOAF, JR. or MICHAEL P.
CUSICK, as Trustee for the benefit of THE NORTHWESTERN MUTUAL
LIFE INSURANCE COMPANY (the "Master Lien Instrument"),
encumbering certain properties situated in the following
locations as more particularly described in the Master Lien
Instrument:
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(i) Memphis, Shelby County, Tennessee;
(ii) San Antonio, Bexar County, Texas;
(iii) Austin, Travis County, Texas;
(iv) St. Petersburg, Pinellas County, Florida;
(v) Tallahassee, Leon County, Florida;
(vi) Greenville, Greenville County, South Carolina;
(vii) Jacksonville, Duval County, Florida;
(viii) Orlando, Orange County, Florida.
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4. The following paragraph is added as the last paragraph of the
Note:
Notwithstanding the above, unless the Substitution is
made or the Mandatory Prepayment is made, Borrower shall be
personally liable, i.e. the limitation of Lender's recourse
provided herein will not be applicable for the last
$9,000,000.00 of the indebtedness evidenced hereby.
5. Except as hereby amended the Note shall remain in full force
and effect, unchanged and in all respects, ratified and confirmed.
6. Nothing herein contained shall affect the priority of the Lien
Instrument over other liens, charges, encumbrances or conveyances nor shall it
release or change the liability of any party who may now or hereafter be liable,
primarily or secondarily, under or on account of the Note.
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IN WITNESS WHEREOF, this First Amendment has been executed by the
undersigned as of the date and year first above written.
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, a Wisconsin
corporation
By: Northwestern Investment Management
Company, a Wisconsin corporation, its
wholly owned subsidiary and authorized
representative
By /s/ DONALD L. O'DELL
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Donald L. O'Dell, Managing Director
Attest /s/KATHLEEN S. WARNER
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Kathleen S. Warner,
Assistant Secretary
(corporate seal)
KOGER EQUITY, INC., a Florida corporation
By: /s/G. DANNY EDWARDS
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G. Danny Edwards - Treasury
Attest: /s/ DIANA R. PAYNE
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Assistant Corporate Secretary
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