Ginn/Laurelmor's Third Loan Modification

On September 8, 2008 a Third Modification to First Lien Deed of Trust, Security Agreement, Assignments of Rents and Leases and Fixture Filing (this “Agreement”), was made and entered into by and between Ginn-LA Laurel Creek LTD., LLLP and Credit Suisse, Cayman Islands Branch. This document was recorded with the Register of Deeds, Watauga County, North Carolina on September 23, 2008.

For additional information and copy of loan document please see Toby Tobin’s October 8, 2008 article "Ginn/Credit Suisse Laurelmor Loan Also Modified."

Pertinent Information Extracted from Loan Agreement:

2. Secured Obligations. The Original Deed of Trust is hereby amended to increase the aggregate amount of existing Secured Obligations secured by the Original Deed of Trust by $979,500.…

3. Future Advances. The Original Deed of Trust, as modified hereby, is given to secure existing advances under the First Lien Credit Agreement and any future advances made within 15 years after June 8, 2006. The maximum principal amount of present and future advances secured by the Original Deed of Trust is $787,500,000, plus all interest and expenses due under Original Deed of Trust. The amount of existing obligations secured by the Original Deed of Trust is $525,979,500. Notwithstanding anything contained in the Loan Documents to the contrary, advances need not be evidenced by a "written instrument or notation" as described in N.C. Gen. Stat. Section 45-68 (2).

4. Representations and Warranties. In order to induce Beneficiary (Credit Suisse, Cayman Islands Branch-Collateral Agent for the Lenders) to enter into this Agreement, Grantor ( Ginn-LA Laurel Creek LTD., LLLP represents and warrants to Beneficiary that as of the Effective Date: (a) except as disclosed in the Forbearance Agreement, no Event of Default exists under provisions of the Original Deed Of Trust and other Loan Documents; (b) except as disclosed in the Forbearance Agreement, no event exists which, with the giving of notice or lapse of time, or both, could or would constitute and Event of Default under the Original Deed of Trust and other Loan Documents….

7. Subsequent Amendments. The Amended Deed of Trust cannot be further altered, amended, modified, terminated, waived, released or discharged except in writing signed by the parties hereto or their respective successors or assigns. Any future amendment or modification of the Loan Documents or the Secured Obligations ( as defined in the Amended Deed of Trust ) may or may not be recorded. All holders of any interest or claim that affects all or any portion of the Property ( as defined in the Amended Deed of Trust) or any estate or interest therein, which interest or claim is recorded after the date the Original Deed of Trust was originally recorded or that is otherwise or is intended to be Junior and subordinate to the lien of the Amended Deed of Trust (collectively, “Junior Lien Claimants”) are hereby placed on notice of the possibility that the Loan Documents or the Secured Obligations may be amended but any such amendments may or may not be placed of record.

Mr. Robert Gidel, President of the Ginn Company issued the following statement in early July 2008 when news of the default became public information:

Today, Standard & Poor’s will release a statement that indicates two Ginn affiliated Companies, Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc. did not make a principal and interest payment on a non-recourse $675 million credit facility led by Credit Suisse. It will also state that we have reached a 30-day forbearance agreement and are actively negotiating with our lenders.