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IN THE CIRCUIT COURT OF THE 4TH
JUDICIAL CIRCUIT IN AND FOR
CLAY COUNTY, FLORIDA
FOXLAKE, INC.
a Panama Company CASE NO.: 2018-CA-001129
Plaintiff,
Vv.
NORTHEAST PETRO HOLDINGS 1, LLC
a Florida limited liability company
FIRST COAST ENERGY, LLP,
a Colorado Limited Partnership
DENEVI PETROLAND HOLDING USA, LLC
SERGIO DELMICO individually, WELLINGTON
S. VILELA individually, RICARDO B. SILVA NEVES
individually,
Defendants.
/
NOTICE OF COURT FILING
Plaintiff, ARN INVESTMENTS GROUP, LLC, files this Notice of Filing and service of the
attached:
1 Notice of Filing Original Note.
2. Notice of Filing Original Future Advance Note and Mortgage Modification Agreement.
Respectfully submitted,
FILED IN EVIDENCE
CASE # LAF LA Wwe
Pswee
PLAINTIFF'S EXHIBIT #
DEFENDANT'S | EXHIBIT #
ISAAC & SALGADO GRONDIN, P.L.
267 Minorca Avenue, Suite 100
’ 2014 Coral Gables, Florida 33134
Tel No.: 305-444-7087
YW Facsimile: 305-444-7703
CIRCUIT JODGE jorge@isglawfirm.com
By: 4s/jorge isaac
JORGE E. ISAAC, ESQ.
Florida Bar No.: 0845841
—
a.
CERTIFICATE OF SERVICE
WE HEREBY CERTIFY that a true and correct copy of the foregoing has been
served by email via the Florida Courts eFiling Portal or hand delivery (pursuant to Rule 2.516,
Florida Rules of Judicial Administration and Administrative Order SC13-49) upon: Karl Jason
Schumer, Esq. (schumerlaw@aol.com, jschumer123101@aol.com), Lee D Wedekind III, Esq.
(le . wedekind@nelsonmullins.com, allison.abbott@nelsonmullins.com,
sally.abbey@nelsonmullins.com) this _16" day of April 2019.
ISAAC & SALGADO GRONDIN, P.L.
267 Minorca Avenue, Suite 100
Coral Gables, FL 33134
Tel: (305) 444-7087
Facsimile: (305) 444-7703
Email Address: jorge@isglawfirm.com
By s/ jorge isaac
JORGE E. ISAAC, ESQ.
Florida Bar No.: 0845841
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PROMISSORY NOTE
USS. $3,190,000.00 DATE: December 12, 2016
Broward County, Florida
1 PROMISE TO PAY:
FOR VALUE RECEIVED, the undersigned, NORTHEAST PETRO HOLDINGS 1 LLC,
a Florida limited liability company (hereinafter referred to as "Maker"), hereby promise to pay to
the order of FOXLAKE INC., a Panama company (hereinafter referred to as "Holder") which
term shall include any subsequent holder hereof), the sum of Three Million One Hundred Ninety
Thousand and no/100 Dollars ($3,190,000.00) payable in such coin or currency of the United
States of America as shall be legal tender for the payment of public and private debts at the time
of payment at the offices of FOXLAKE INC., located at Torre de las Americas, Torre C, Piso 17,
Oficina 1705, Punta Pacifica, Panama City, Republica de Panama (or at such other place as
Holder may designate), with interest due from the date hereof at a fixed rate equal to 12.0% per
annum.
Interest shall be computed on the entire outstanding principal balance on the basis of a
365 day year for the actual number of days elapsed.
2. REPAYMENT TERMS:
Monthly payments of interest only calculated on the unpaid Principal Balance advanced
shall be due and payable commencing on January 12, 2017 and continuing on the 12" day of
each and every successive month for a period of six (6) months. On June 12, 2017 (the
“Maturity Date”), the entire unpaid principal balance and any unpaid accrued interest shall
become due and payable in full.
3 PREPAYMENT:
Maker shall have the right to prepay this Note at any time in whole or in part; however,
Maker shall be obligated to pay Holder all interest due for the complete term of the Note (i.e. 6
months), regardless of when paid.
4 APPLICATION OF PAYMENTS:
All payments shall apply first to accrued interest and the remainder, if any, to reduction
of principal. All prepayments will be credited to the principal in the inverse order of maturity.
5 SECURITY:
This Note is secured by a Mortgage and Security Agreement on real property located in
Clay and Duval Counties, Florida (the "Mortgage"). Holder is entitled to the benefit of this
security.
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6 DEFAULT:
If any installment of principal or interest is not fully paid within ten (10) days after the
same becomes due and payable, or if any other monetary obligation due under this Note is not
paid in full within ten (10) days after the same becomes due and payable; or if any non-monetary
term, covenant, agreement or stipulation of this Note, the Mortgage or of any other instrument
securing this Note is not promptly and fully performed within thirty (30) days after notice, or
upon assigning for the benefit of creditors or the commencement of any bankruptcy, insolvency
or reorganization proceedings, the entire indebtedness (including principal and accrued interest)
remaining unpaid, shall, at the option of Holder, become immediately due, payable and
collectable, and while in default, this Note and any deferred interest shall bear interest at the
highest rate permitted by the laws of the State of Florida, effective from the date of default.
7 NO WAIVER BY HOLDER:
No delay or failure on the part of Holder in exercising any power or right under this Note
shall operate as a waiver of any power or right, nor shall any single or partial exercise of any
power or right preclude further exercise of that power or right. The rights and remedies specified
in this Note are cumulative and not exclusive of any rights or remedies that Holder may
otherwise possess.
8 MODIFICATION:
The terms of this Note shall not be varied, waived or modified except by a writing signed
by the party to be charged.
9 WAIVER OF PRESENTMENT, ET AL:
Maker and all parties hereto, including endorsers and guarantors, hereby severally waive
presentment for payment, protest and notice of protest and nonpayment of this Note, demand, or
notice of maturity, and each further consents that Holder may from time to time extend the time
for payment of any installment or any part thereof or may release any collateral securing this
Note without releasing any endorsers or guarantors and without notice to any of them.
10. RECALCULATION OF INTEREST:
(a) Notwithstanding any provision of this Note, or the other loan documents securing this
Note, or any combination, to the contrary, the parties intend that no provision of this Note or the
other loan documents be interpreted, construed, applied, or enforced so as to permit or require
the payment or collection of interest in excess of the highest rate of interest permitted to be paid
or collected by the laws of the State of Florida with respect to this transaction (the "Maximum
Permitted Rate"). If, however, any such provision is so interpreted, construed, applied, or
enforced, then the parties intend: (i) that such provision automatically shall be deemed reformed
nunc pro tunc so as to require payment only of interest at the Maximum Permitted Rate; and (ii)
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if interest payments in excess of such Maximum Permitted Rate have been received, that ‘the
amount of such excess shall be deemed credited nunc pro tunc in reduction of the then
outstanding principal amount of this obligation, together with interest at such Maximum
Permitted Rate. In connection with all calculations to determine the Maximum Permitted Rate,
the parties intend: first, that all charges be excluded to the extent they are properly excludable
under the usury laws of the State of Florida, as they from time to time are determined to apply to
this obligation; and, second, that all charges that may be "spread" in the manner provided by
Section 687.03(3), Florida Statutes or any similar successor law, be spread in the manner
provided by such statute.
(b) In the event subsequent laws of the State of Florida increase the highest rate of
interest allowed under the laws of the State of Florida, which are applicable to this Note, then the
provisions of this Note shall be deemed to include such higher rate of interest, except to the
extent that such higher rate would be usurious if applied to the unpaid principal balance hereof.
(c) Wherever authorized by law, interest shall be calculated at such higher rate which
may be applicable in accordance with Florida Statutes, Section 687.12 and Chapter 665, Florida
Statutes, or 12 U.S.C. Section 85, if applicable.
11. COLLECTION COST/LATE FEE:
(a) Time is of the essence hereunder, and it is further agreed that Maker and any endorser
and guarantor, jointly and severally, shall pay all costs of collection of the indebtedness
evidenced hereby, including a reasonable attorneys' fee, legal assistants' fee and court costs,
including appellate fees, and fees incurred in connection with bankruptcy and creditor's
reorganization proceedings and probate and estate administration proceedings, and other costs,
and any other expense incurred by Holder as a result of Maker's failure to pay any installment of
principal or any interest when due.
(b) It is further agreed that Maker and any endorser and guarantor, jointly and severally,
shall pay a late charge to Holder equal to five percent (5%) of the amount of any payment which
is not received by Holder within ten (10) days of the date such payment was due Holder, to
compensate for Holder's expense of handling the delinquency, which late charge must be
received by Holder with the payment then due. This late charge applies individually to all
payments more than ten (10) days past due and there shall be no daily prorated adjustment of
such charge. The date payment is due under this Note is the date set forth in Paragraph 1 hereof.
(c) Holder shall be entitled to collect from Maker any and all applicable state sales and/or
use tax imposed on the sums due under this Note, including the foregoing collection costs.
(d) In the event Maker shall pay any installment of principal or interest by check or other
negotiable instrument which is dishonored or not paid by the drawer's bank, financial institution
or any other drawee for any reason, a processing fee in the amount of up to FIFTY and no/100
($50.00) Dollars for each such check or negotiable instrument that is dishonored or not paid shall
be due and payable to Holder in addition to all amounts due on account of any such installment.
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Said processing fee shall be payable on the due date of the next regular installment of principal
and interest and may be deducted by Holder from the next payment made by Maker.
12. FLORIDA LAW:
The provisions of this instrument are to be construed according to and are to be governed
by the laws of the State of Florida.
13. USE OF PROCEEDS:
Maker represents to Holder that the proceeds of the Loan evidenced hereby are being
used solely for business and commercial purposes.
14. DOCUMENTARY STAMPS PAID:
Florida documentary stamps assessed on this Promissory Note have been paid, affixed to
the original Mortgage securing this Note, and canceled.
15. PAYMENTS BY GUARANTOR:
The Maker agrees that all payments of any sums due hereunder by a Guarantor of this
Note shall be final, and if any such payment is recovered in any bankruptcy, insolvency or
similar proceeding instituted by or against the Guarantor, the Maker's indebtedness under this
Note shall be automatically reinstated in respect of the indebtedness as to which payment is so
recovered.
16. WAIVER OF RIGHT TO JURY TRIAL:
MAKER AND ANY GUARANTOR NOW OR HEREAFTER LIABLE FOR
PAYMENT OF ANY SUMS DUE HEREUNDER, BY EXECUTING THIS AGREEMENT OR
ANY OTHER DOCUMENT CREATING ANY LIABILITY IN FAVOR OF HOLDER, AND
HOLDER, BY THE ACCEPTANCE OF DELIVERY OF THIS DOCUMENT, WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION; WHETHER ARISING IN
CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO
THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER
TO EXTEND CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF THIS
PARAGRAPH BY HOLDER SHALL BE EFFECTIVE UNLESS IN WRITING AND
MANUALLY SIGNED ON HOLDER'S BEHALF.
17. U.S. INCOME TAX MATTERS:
Maker and Holder represent and warrant that it is their intent that this Note shall be
exempt from United States Income tax withholding pursuant to the statutes and regulations
relating to portfolio interest under United States income tax laws. Consequently, this obligation
is registered as to both principal and any interest with the Maker or its agent. This registrations
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requirement is intended to qualify the Note for the portfolio interest exemption of U.S. Internal
Revenue Code sections 871(h)(2)(B) or 881(c)(2)(B), as applicable and shall be interpreted
accordingly. Maker agrees to keep, as part of its books and records, a register which reflects the
name and address of the Mortgagee and the amount owed. Additionally, the parties agree that:
(i): the Note may not be transferred except as provided herein; (ii) Holder shall file with the
Maker, and keep current, a Form W-8BEN or such substitute forms as may be required from
time to time by the United States Internal Revenue Service; (iii) Maker shall file annually with
the United States Internal Revenue Service a Form 10425, with a copy of the Holder’s W-8BEN
or W-8BEN-E statement or substitute; and (iv) Holder shall execute a statement certifying that
they are not related or affiliated parties. Maker may request an Affidavit from the Holder or
any assignee thereof in order to ascertain whether or not the interest payable with respect hereto
qualifies or continues to qualify for the above-referenced exemption. Any transfer or assignment
shall be deemed registered by the Maker hereof when communicated to the Maker in writing by
the current registered Holder. This Note is only issuable in registered form and is intended to be
in registered form as defined in Treas. Reg. Subsection 5(f) 103-1(c).
IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has
caused this Promissory Note to be executed and delivered on the date stated above.
MAKER:
NORTHEAST PETRO HOLDINGS 1 LLC, a
Florida limited liability company
By: DENEVI PETROLAND HOLDING USA
LLC, a Florida limited liability company,
By:
Print:
Title:
Sergio SBelm
Chief Executive Nases
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te
‘his instrument prepared by:
Lisa K. Hermann, Esq.
Hermann & Govin
134 S, Dixie Highway, Suite 100
Hallandale Beach, FL 33009
ae
“=
FUTURE ADVANCE,
NOTE AND MORTGAGE
MODIFICATION AGREEMENT
THIS AGREEMENT, is made and entered into as of the / day of March, 2018, by
and between NORTHEAST PETRO HOLDINGS 1 LLC, a Florida limited liability
company, whose address is: 18851 NE 29" Avenue, Suite 718, Aventura, FL 33180 (the
"MORTGAGOR") as MORTGAGOR and BORROWER; DENEVI PETROLAND
HOLDING USA LLC, a Florida limited liability company, SERGIO L. DELMICO,
individually, WELLINGTON S. VILELA, individually, and RICARDO B. SILVA,
individually (collectively, the “GUARANTORS”), and FOXLAKE, INC., a Panamanian
corporation (the "MORTGAGEE"), as MORTGAGEE and SECURED PARTY, whose
address is Edificio AFRA, Ave. Samuel Lewis y CL. 54, Apartado 0816-06904, Panama 5,
Republica de Panama.
~ dinqnetnenneennnns eeenine meen ene enennnenn ne nenenenaennneeenneensnnmn
neem
DOCUMENTARY STAMPS ON THE NOTE AND INTANGIBLE TAX ON THE
MORTGAGE IN THE AMOUNTS REQUIRED BY LAW HAVE BEEN PAID IN FULL
UPON THE OCCASION OF THE MAKING OF THE ORIGINAL NOTE.
DOCUMENTARY STAMPS AND INTANGIBLE TAX ON THE FUTURE ADVANCE IN
THE AMOUNT OF $250,500.00 ARE BEING PAID UPON THE RECORDING OF THIS
AGREEMENT.
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%
RECITALS
l
. MORTGAGOR executed that certain Promissory Note in favor of MORTGAGE!
Sey ec ber 12, 2016 in the original principal amount of THREE MILLION ON
HUNDRED NINETY THOUSAND AND XX/100 ($3,190,000.00) Dollars (hereinafter referred
toas "NOTE").
B) As security for the NOTE, MORTGAGOR executed and delivered to
MORTGAGEE, the following documents:
1) that certain MORTGAGE AND SECURITY AGREEMENT dated
December 12, 2016, recorded in Official Records Book 3930, at Page 1385 of the Public Records
of Clay County, Florida, as modified by that certain Modification and Extension Agreement
dated June 21, 2017, recorded June 23, 2017 in Official Records Book 3986, at Page 1425, as
further modified by that certain Second Modification and Extension Agreement dated August 12,
2017, recorded September 3, 2017 in Official Records Book 4009, Page 1048, as further
modified by that certain Third Modification and Extension Agreement dated October 10, 2017,
recorded October 31, 2017 in Official Records Book 4025, at Page 1984, as further modified by
that certain Fourth Modification and Extension Agreement dated December 12, 2017, recorded
March 7, 2018 in Official Records Book 4061, at Page 1467, and as further modified of even
date herewith (hereinafter referred to as “MORTGAGE”).
2) The NOTE is further secured by or subject to the terms and conditions set
forth in that certain COLLATERAL ASSIGNMENT OF LEASES, RENTS AND INCOME
dated December 12, 2016, recorded in Official Records Book 3930, at Page 1401, of the Public
Records of Clay County, Florida (the “Assignment”), and that certain UCC-1 Frome
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vf
/ Statement recorded December 12, 2016 in Official Records Book 3930, at Page 1412 (the
“Financing Statement”) (collectively, the "Related Security Documents").
3) The MORTGAGE and the Related Security Documents secure payment of
the NOTE and all. Modifications and extensions thereto and encumber the property (the
"PROPERTY’") described in Exhibit "A" attached hereto and made a part hereof.
C. MORTGAGOR is the owner of the PROPERTY encumbered by the MORTGAGE
and MORTGAGEE is the owner and holder of the NOTE and MORTGAGE and is the
SECURED PARTY under said documents and the Related Security Documents,
D. The current outstanding principal balance of the NOTE as of the date hereof is:
EIGHT HUNDRED THOUSAND AND XX/100 DOLLARS ($800,000.00).
E. The MORTGAGOR has requested from the MORTGAGEE a Future Advance
Loan ("FUTURE ADVANCE") pursuant to the terms of the MORTGAGE.
F. The amount of the FUTURE ADVANCE requested is TWO HUNDRED FIFTY
THOUSAND FIVE HUNDRED AND XX/100 ($250,500.00) DOLLARS, which will be
evidenced by a Future Advance Promissory Note ("FUTURE ADVANCE NOTE"). Said
FUTURE ADVANCE NOTE will be secured by the MORTGAGE and Related Security
Documents. The FUTURE ADVANCE NOTE will be consolidated with the original NOTE,
and evidenced by a Consolidated and Restated Promissory Note (“CONSOLIDATED NOTE”)
in the principal amount of ONE MILLION FIFTY THOUSAND FIVE HUNDRED and XX/100
($1,050,500.00) DOLLARS. The NOTE, FUTURE ADVANCE NOTE, and
CONSOLIDATED NOTE shall be, and hereby are, secured by the MORTGAGE and Related
Security Documents. p
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G DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability
company, SERGIO L. DELMICO, individually, WELLINGTON S. VILELA, individually,
RICARDO B. SILVA, individually (collectively, the “GUARANTORS”) have guaranteed
the repayment of the. NOTE..and performance of the MORTGAGE and Related Security
Documents and all amendments and modifications thereto. The GUARANTORS further desire
to reaffirm and ratify said Guaranty Agreements and to confirm GUARANTORS? guaranty of
payment and performance of the FUTURE ADVANCE and FUTURE ADVANCE NOTE, of
even date hereof, in the principal amount of $250,500.00, and CONSOLIDATED NOTE in the
amount of $1,050,500.00.
H. MORTGAGOR has requested that MORTGAGEE:
a) provide a FUTURE ADVANCE to the Loan in the amount of TWO HUNDRED
FIFTY THOUSAND FIVE HUNDRED AND XX/100 ($250,500.00) DOLLARS;
b) extend the Maturity Date to December 30, 2018;
c) modify certain terms and conditions of the NOTE and MORTGAGE; and,
d) have all parties confirm and reaffirm the lien and validity of the MORTGAGE and
the Related Security Documents.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties hereto do hereby agree as follows:
\. The recitals hereinabove contained are true and correct, affirmed and are made a part
hereof and incorporated herein by rene)
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2 This Agreement evidences an additional advance (FUTURE ADVANCE) made by
the MORTGAGEE pursuant to the future advance provision of the MORTGAGE referred to
hereinabove and as modified herein,
‘. 3. It is agreed that this additional advance is evidenced by the FUTURE ADVANCE
PROMISSORY NOTE in the principal amount of $250,500.00. The FUTURE ADVANCE
NOTE, referred to herein, shall be secured by the above described MORTGAGE and Related
Security Documents. The MORTGAGOR agrees to pay the indebtedness in accordance with
the terms of the FUTURE ADVANCE NOTE and any renewals, modifications, extensions or
consolidations thereof.
4 The NOTE and the FUTURE ADVANCE NOTE will be consolidated and will
be evidenced by a CONSOLIDATED PROMISSORY NOTE in the principal amount of
$1,050,500.00. The CONSOLIDATED NOTE consolidates, supersedes and replaces the
NOTE and the FUTURE ADVANCE NOTE, and all amounts due thereunder and hereunder
shall be governed by the terms and provisions of the CONSOLIDATED NOTE. The
MORTGAGOR agrees to pay the indebtedness in accordance with the terms of the
CONSOLIDATED NOTE and any renewals, modifications, extensions or consolidations
thereto.
5. The MORTGAGOR does hereby grant, bargain, sell, alien, remise, release, convey
and confirm unto the MORTGAGEE as security for the NOTE, FUTURE ADVANCE NOTE,
and CONSOLIDATED NOTE, the PROPERTY described in Exhibit "A" attached hereto.
MORTGAGOR does hereby fully warrant the title thereto and to each part thereof and will
defend the same against the claims of all persons whomsoever. MORTGAGOR rents
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covenants at said MORTGAGE is a valid second lien on the PROPERTY described in
Bxhil
rer x ‘Vand that the MORTGAGOR is indefeasibly seized of the fee simple title thereto.
SEN . The MORTGAGE is hereby modified so that the terms and conditions as set forth
herein are incorporated thereinas if the terms and conditions herein were originally attached to
and made a part of the original MORTGAGE and Related Security Documents.
7. MORTGAGOR further confirms that the MORTGAGE and Related Security
Documents secure the payment of the NOTE, FUTURE ADVANCE NOTE and
CONSOLIDATED NOTE having a present outstanding principal indebtedness of
MORTGAGOR in favor of MORTGAGEE in the amounts as previously set forth herein and
which will be paid in accordance with the terms of the CONSOLIDATED NOTE, and all
extensions, modifications and renewals thereto.
8. Hereinafter all references in the MORTGAGE to the terms "Promissory Note, Note,
or Mortgage Note" shall be deemed to refer to and include the terms as set forth in this
Agreement.
9. Hereinafter in this Agreement, in the MORTGAGE and in the NOTE, FUTURE
ADVANCE NOTE, and CONSOLIDATED NOTE the term "loan documents" shall
collectively refer to the NOTE, FUTURE ADVANCE NOTE, CONSOLIDATED NOTE, and
the MORTGAGE, and all modifications thereto as referenced in this Agreement and any and all
other documents or instruments executed by MORTGAGOR in connection with this Agreement
including the Related Security Documents.
10. MORTGAGOR hereby reaffirms, ratifies and confirms and further states that the
MORTGAGE is valid and enforceable and will remain as such during the term evidenced by wy)
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NOTE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE and all modifications,
extel jions and renewals thereto.
1. MORTGAGOR acknowledges, agrees, represents and confirms to MORTGAGEE
that:
a) the loan documents are valid and binding upon MORTGAGOR and
enforceable in accordance with the respective terms thereof.
b) the MORTGAGE constitutes a valid and existing First Mortgage lien upon
the property located in Clay County, Florida as described in Exhibit "A".
c) there are no defenses, set offs, counterclaims, cross actions or equities in favor
of MORTGAGOR to or against the enforcement of the loan documents.
qd) no payments of interest or any other charges have been made to
MORTGAGEE or to any prior owner or holder of the loan documents, or paid by
MORTGAGOR in connection with the loan evidenced by the loan documents which would
result in the computation or earning of interest in excess of the maximum legal rate of interest
which is legally permitted under the laws of the State of Florida, or Federal law, in effect from
time to time whichever is the highest.
e) MORTGAGEE is under no obligation to grant or to make any further or
additional loans to MORTGAGOR or to further amend or modify any of the loan documents.
f) all of the loan documents are hereby ratified, confirmed and approved in all
respects.
g) The PROPERTY is commercial property and is not the homestead of the
MORTGAGOR or any purr J)
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12. MORTGAGOR warrants and represents unto the MORTGAGEE that all real
estate taxes on the PROPERTY have been paid through and including the year 2017.
13. The parties hereto agree that, except as herein otherwise modified, all of the terms,
covenants and conditions of the NOTE, the MORTGAGE, the Loan Documents and Related
Security Documents shall remain in full force and effect.
14, If default occurs under this Agreement, the MORTGAGE, NOTE, FUTURE
ADVANCE NOTE, CONSOLIDATED NOTE or under any other document executed in
connection with any of the foregoing instruments, then, in that event, the indebtedness evidenced
by the CONSOLIDATED NOTE and secured as aforesaid, together with any and all accrued
and unpaid interest and all other sums due thereunder, shall, at the option of MORTGAGEE
become due and payable without notice to MORTGAGOR, after applicable grace periods as set
forth in the MORTGAGE and other Loan Documents. Failure to exercise this option shall not
constitute a waiver of the MORTGAGEE'S right to exercise this option in the event of a
subsequent default. A default under this Agreement shall have occurred when a default exists
under any of the aforesaid documents or under any other document executed in connection with
this Agreement, which remains uncured after any applicable cure period.
15. It is the intent of the parties hereto that this Agreement shall not constitute a novation
and shall, in no way, adversely affect the lien priority created by the MORTGAGE. In the event
that this instrument or any part hereof shall be construed by a court of competent jurisdiction as
operating to effect the lien priority of the MORTGAGE over claims which would otherwise be
subordinate thereto, then to the extent that the modifications are so construed to create an
additional charge or burden upon the real property encumbered by the MORTGAGE and to weal)
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* 1
:
exient that third persons acquiring an interest in such PROPERTY between the time of
recording of the MORTGAGE and the recording hereof are prejudiced thereby, this instrument
or such portion hereof as shall be construed, shall be void and of no force or effect and this
instrument shall constitute, as to the advance, a third lien on the PROPERTY, incorporating by
reference the terms of the MORTGAGE, in which event the MORTGAGE shall be enforced
pursuant to the terms therein contained, independent of this instrument; provided, however, that
notwithstanding the foregoing, the parties hereto, as between themselves, shall be bound by all
the terms and conditions hereof until all indebtedness owing from the MORTGAGOR to the
MORTGAGEE shall have been paid in full.
16. The GUARANTORS do approve, ratify and consent to the above referenced
modification including the FUTURE ADVANCE, FUTURE ADVANCE NOTE, and
CONSOLIDATED NOTE all of which GUARANTORS guarantee payment and performance
in accordance with the terms of the Guaranty Agreements previously executed by the
GUARANTORS. The GUARANTORS have executed separate Reaffirmation of Guaranty
Agreements of even date herewith.
17. MORTGAGOR, GUARANTORS and MORTGAGEE HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH OR ANY COURSE OR CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS og)
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x
ENTHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
MORTGAGEE EXTENDING CREDIT TO THE MORTGAGOR.
axs 18. This Agreement shall be binding upon and shall inure to the benefit of, the respective
|
heirs, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as0, first above written.
MORTGAGOR/BORROWER:
VL &s. NORTHEAST PETRO HOLDINGS 1 LLC a
Pane
hina f | Florida limited liability company
By: DEVEVI PETROLAND HOLDING USA
LLC, a Florida limited liability company,
hihi
Witness Ste
Print: Mont a MAL
By:
Print: Sergio L. Delmico
Title: Chief Executive Manager
GUARANTORS:
DENEVI PETROLAND HOLDING USA LLC,
fa
a Florida limited liability company
By:
Print: Sergio i=Délmico___
Title: Chief ecutive Manager
SERGIO L mF ‘LMICO),, imi idually
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4/23/2019 12:45 PM Tara S. Green
MORTGAGEE/SECURED PARTY
FOXLAKE, INC., a Panamanian corporation
By: perio Le
Witness Signature Print: —————
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STATE OF FLORIDA:
COUNTY OF BROWARD:
THEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico, as Chief
Executive Manager of DENEVI PETROLAND HOLDING USA LLC, a Florida limited
liability company which is the Manager of NORTHEAST PETRO HOLDINGS 1 LLC, a
Florida limited liability company, who is personally known to me to be the person described in
and who executed the foregoing instrument, or who has produced his driver's license as
identification, and acknowledged before me that he executed the foregoing instrument freely and
voluntarily, under authority duly vested in him by said company, for the purposes therein
expressed.
WITNESS my hand and official seal in the County and State last aforesaid this
day of March, 2018.
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NOTARY PUBLIC*""™
Printed Name of Notary__
My Commission Expires: NOTARY SEAL
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4/23/2019 12:45 PM Tara S. Green
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LORIDA
OF BROWARD:
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I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
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M and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico, as Chief
Executive Manager of DENEVI PETROLAND HOLDING USA LLC, a Florida limited
liability company, ‘who is~pessonally known to me to be the person described in and who
executed the foregoing instrument, or who has produced his driver's license as identification, and
acknowledged before me that he executed the foregoing instrument freely and voluntarily, under
authority duly vested in him by said company, for the purposes 1 herein expressed.
is.
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WITNESS my hand and official seal in the County an id State last aforesaid this
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day of March, 2018. \
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NOTARY PSBLIC
Printed Name of Notary, ual Nea Dat Doel eee
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My Commission Expire: SIAM, Puatic - State of Florida
My Comm. Expiras Jan 2, 2019}t
Commission # FF 157973 k
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Bonded though National Notary ASSn.
STATE OF FLORIDA:
COUNTY OF BROWARD:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico,
individually, who is personally known to me to be the person described in and who executed the
foregoing instrument, or who has produced his driver's license as identification, and
acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the
purposes therein expressed.
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WITNESS my hand and official seal in the County/gftd State last aforesaid this —
/ day
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of March, 2018.
Notary Pate’
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Printed Name: ole
My Commis:
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ILEANA NOA
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Notary Public - Stal
Public - State of Frorid: aie
My Comm. Expi res Jan2, 2019
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Commission # FF 197973
ional Notary
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12
4/23/2019 12:45 PM Tara S. Green
ai OF FLORIDA:
COUNTY OF BROWARD:
We I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
aera and County aforesaid to take acknowledgments, personally appeared Wellington S. Vilela,
individually, who is personally known to me to be the person described in and who executed the
ne foregoing instrument, or who has produced his driver's license as identification, and
acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the
purposes therein expressed.
WITNESS my hand and official seal in the County and Stgf¢ last aforesaid this & day
of March, 2018.
\
Notary Buble 27
fs
Printed Name: di ILEANA NOA
My Commission Expifes:, aX Notary Public - State of Florida
My Comm. Expires Jan 2, 2019
Commission # FF 157973
row Notary As:
PS
STATE OF FLORIDA:
COUNTY OF BROWARD:
J HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared Ricardo B. Silva,
individually, who is personally known to me to be the person described in and who executed the
foregoing instrument, or who has produced his driver's license as identification, and
acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the
purposes therein expressed,
WITNESS my hand and official seal in the County State last aforesaid this sy
of March, 2018.
No ‘ublic
Preview
4/23/2019 12:45 PM Tara S. Green IN THE CIRCUIT COURT OF THE 4TH JUDICIAL CIRCUIT IN AND FOR CLAY COUNTY, FLORIDA FOXLAKE, INC. a Panama Company CASE NO.: 2018-CA-001129 Plaintiff, Vv. NORTHEAST PETRO HOLDINGS 1, LLC a Florida limited liability company FIRST COAST ENERGY, LLP, a Colorado Limited Partnership DENEVI PETROLAND HOLDING USA, LLC SERGIO DELMICO individually, WELLINGTON S. VILELA individually, RICARDO B. SILVA NEVES individually, Defendants. / NOTICE OF COURT FILING Plaintiff, ARN INVESTMENTS GROUP, LLC, files this Notice of Filing and service of the attached: 1 Notice of Filing Original Note. 2. Notice of Filing Original Future Advance Note and Mortgage Modification Agreement. Respectfully submitted, FILED IN EVIDENCE CASE # LAF LA Wwe Pswee PLAINTIFF'S EXHIBIT # DEFENDANT'S | EXHIBIT # ISAAC & SALGADO GRONDIN, P.L. 267 Minorca Avenue, Suite 100 ’ 2014 Coral Gables, Florida 33134 Tel No.: 305-444-7087 YW Facsimile: 305-444-7703 CIRCUIT JODGE jorge@isglawfirm.com By: 4s/jorge isaac JORGE E. ISAAC, ESQ. Florida Bar No.: 0845841 — a. CERTIFICATE OF SERVICE WE HEREBY CERTIFY that a true and correct copy of the foregoing has been served by email via the Florida Courts eFiling Portal or hand delivery (pursuant to Rule 2.516, Florida Rules of Judicial Administration and Administrative Order SC13-49) upon: Karl Jason Schumer, Esq. (schumerlaw@aol.com, jschumer123101@aol.com), Lee D Wedekind III, Esq. (le . wedekind@nelsonmullins.com, allison.abbott@nelsonmullins.com, sally.abbey@nelsonmullins.com) this _16" day of April 2019. ISAAC & SALGADO GRONDIN, P.L. 267 Minorca Avenue, Suite 100 Coral Gables, FL 33134 Tel: (305) 444-7087 Facsimile: (305) 444-7703 Email Address: jorge@isglawfirm.com By s/ jorge isaac JORGE E. ISAAC, ESQ. Florida Bar No.: 0845841 4/23/2019 12:45 PM Tara S. Green PROMISSORY NOTE USS. $3,190,000.00 DATE: December 12, 2016 Broward County, Florida 1 PROMISE TO PAY: FOR VALUE RECEIVED, the undersigned, NORTHEAST PETRO HOLDINGS 1 LLC, a Florida limited liability company (hereinafter referred to as "Maker"), hereby promise to pay to the order of FOXLAKE INC., a Panama company (hereinafter referred to as "Holder") which term shall include any subsequent holder hereof), the sum of Three Million One Hundred Ninety Thousand and no/100 Dollars ($3,190,000.00) payable in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment at the offices of FOXLAKE INC., located at Torre de las Americas, Torre C, Piso 17, Oficina 1705, Punta Pacifica, Panama City, Republica de Panama (or at such other place as Holder may designate), with interest due from the date hereof at a fixed rate equal to 12.0% per annum. Interest shall be computed on the entire outstanding principal balance on the basis of a 365 day year for the actual number of days elapsed. 2. REPAYMENT TERMS: Monthly payments of interest only calculated on the unpaid Principal Balance advanced shall be due and payable commencing on January 12, 2017 and continuing on the 12" day of each and every successive month for a period of six (6) months. On June 12, 2017 (the “Maturity Date”), the entire unpaid principal balance and any unpaid accrued interest shall become due and payable in full. 3 PREPAYMENT: Maker shall have the right to prepay this Note at any time in whole or in part; however, Maker shall be obligated to pay Holder all interest due for the complete term of the Note (i.e. 6 months), regardless of when paid. 4 APPLICATION OF PAYMENTS: All payments shall apply first to accrued interest and the remainder, if any, to reduction of principal. All prepayments will be credited to the principal in the inverse order of maturity. 5 SECURITY: This Note is secured by a Mortgage and Security Agreement on real property located in Clay and Duval Counties, Florida (the "Mortgage"). Holder is entitled to the benefit of this security. 4/23/2019 12:45 PM Tara S. Green 6 DEFAULT: If any installment of principal or interest is not fully paid within ten (10) days after the same becomes due and payable, or if any other monetary obligation due under this Note is not paid in full within ten (10) days after the same becomes due and payable; or if any non-monetary term, covenant, agreement or stipulation of this Note, the Mortgage or of any other instrument securing this Note is not promptly and fully performed within thirty (30) days after notice, or upon assigning for the benefit of creditors or the commencement of any bankruptcy, insolvency or reorganization proceedings, the entire indebtedness (including principal and accrued interest) remaining unpaid, shall, at the option of Holder, become immediately due, payable and collectable, and while in default, this Note and any deferred interest shall bear interest at the highest rate permitted by the laws of the State of Florida, effective from the date of default. 7 NO WAIVER BY HOLDER: No delay or failure on the part of Holder in exercising any power or right under this Note shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power or right preclude further exercise of that power or right. The rights and remedies specified in this Note are cumulative and not exclusive of any rights or remedies that Holder may otherwise possess. 8 MODIFICATION: The terms of this Note shall not be varied, waived or modified except by a writing signed by the party to be charged. 9 WAIVER OF PRESENTMENT, ET AL: Maker and all parties hereto, including endorsers and guarantors, hereby severally waive presentment for payment, protest and notice of protest and nonpayment of this Note, demand, or notice of maturity, and each further consents that Holder may from time to time extend the time for payment of any installment or any part thereof or may release any collateral securing this Note without releasing any endorsers or guarantors and without notice to any of them. 10. RECALCULATION OF INTEREST: (a) Notwithstanding any provision of this Note, or the other loan documents securing this Note, or any combination, to the contrary, the parties intend that no provision of this Note or the other loan documents be interpreted, construed, applied, or enforced so as to permit or require the payment or collection of interest in excess of the highest rate of interest permitted to be paid or collected by the laws of the State of Florida with respect to this transaction (the "Maximum Permitted Rate"). If, however, any such provision is so interpreted, construed, applied, or enforced, then the parties intend: (i) that such provision automatically shall be deemed reformed nunc pro tunc so as to require payment only of interest at the Maximum Permitted Rate; and (ii) 2 4/23/2019 12:45 PM Tara S. Green if interest payments in excess of such Maximum Permitted Rate have been received, that ‘the amount of such excess shall be deemed credited nunc pro tunc in reduction of the then outstanding principal amount of this obligation, together with interest at such Maximum Permitted Rate. In connection with all calculations to determine the Maximum Permitted Rate, the parties intend: first, that all charges be excluded to the extent they are properly excludable under the usury laws of the State of Florida, as they from time to time are determined to apply to this obligation; and, second, that all charges that may be "spread" in the manner provided by Section 687.03(3), Florida Statutes or any similar successor law, be spread in the manner provided by such statute. (b) In the event subsequent laws of the State of Florida increase the highest rate of interest allowed under the laws of the State of Florida, which are applicable to this Note, then the provisions of this Note shall be deemed to include such higher rate of interest, except to the extent that such higher rate would be usurious if applied to the unpaid principal balance hereof. (c) Wherever authorized by law, interest shall be calculated at such higher rate which may be applicable in accordance with Florida Statutes, Section 687.12 and Chapter 665, Florida Statutes, or 12 U.S.C. Section 85, if applicable. 11. COLLECTION COST/LATE FEE: (a) Time is of the essence hereunder, and it is further agreed that Maker and any endorser and guarantor, jointly and severally, shall pay all costs of collection of the indebtedness evidenced hereby, including a reasonable attorneys' fee, legal assistants' fee and court costs, including appellate fees, and fees incurred in connection with bankruptcy and creditor's reorganization proceedings and probate and estate administration proceedings, and other costs, and any other expense incurred by Holder as a result of Maker's failure to pay any installment of principal or any interest when due. (b) It is further agreed that Maker and any endorser and guarantor, jointly and severally, shall pay a late charge to Holder equal to five percent (5%) of the amount of any payment which is not received by Holder within ten (10) days of the date such payment was due Holder, to compensate for Holder's expense of handling the delinquency, which late charge must be received by Holder with the payment then due. This late charge applies individually to all payments more than ten (10) days past due and there shall be no daily prorated adjustment of such charge. The date payment is due under this Note is the date set forth in Paragraph 1 hereof. (c) Holder shall be entitled to collect from Maker any and all applicable state sales and/or use tax imposed on the sums due under this Note, including the foregoing collection costs. (d) In the event Maker shall pay any installment of principal or interest by check or other negotiable instrument which is dishonored or not paid by the drawer's bank, financial institution or any other drawee for any reason, a processing fee in the amount of up to FIFTY and no/100 ($50.00) Dollars for each such check or negotiable instrument that is dishonored or not paid shall be due and payable to Holder in addition to all amounts due on account of any such installment. 3 4/23/2019 12:45 PM Tara S. Green Said processing fee shall be payable on the due date of the next regular installment of principal and interest and may be deducted by Holder from the next payment made by Maker. 12. FLORIDA LAW: The provisions of this instrument are to be construed according to and are to be governed by the laws of the State of Florida. 13. USE OF PROCEEDS: Maker represents to Holder that the proceeds of the Loan evidenced hereby are being used solely for business and commercial purposes. 14. DOCUMENTARY STAMPS PAID: Florida documentary stamps assessed on this Promissory Note have been paid, affixed to the original Mortgage securing this Note, and canceled. 15. PAYMENTS BY GUARANTOR: The Maker agrees that all payments of any sums due hereunder by a Guarantor of this Note shall be final, and if any such payment is recovered in any bankruptcy, insolvency or similar proceeding instituted by or against the Guarantor, the Maker's indebtedness under this Note shall be automatically reinstated in respect of the indebtedness as to which payment is so recovered. 16. WAIVER OF RIGHT TO JURY TRIAL: MAKER AND ANY GUARANTOR NOW OR HEREAFTER LIABLE FOR PAYMENT OF ANY SUMS DUE HEREUNDER, BY EXECUTING THIS AGREEMENT OR ANY OTHER DOCUMENT CREATING ANY LIABILITY IN FAVOR OF HOLDER, AND HOLDER, BY THE ACCEPTANCE OF DELIVERY OF THIS DOCUMENT, WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION; WHETHER ARISING IN CONTRACT OR TORT, BY STATUTE OR OTHERWISE, IN ANY WAY RELATED TO THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER TO EXTEND CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF THIS PARAGRAPH BY HOLDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. 17. U.S. INCOME TAX MATTERS: Maker and Holder represent and warrant that it is their intent that this Note shall be exempt from United States Income tax withholding pursuant to the statutes and regulations relating to portfolio interest under United States income tax laws. Consequently, this obligation is registered as to both principal and any interest with the Maker or its agent. This registrations 4 4/23/2019 12:45 PM Tara S. Green requirement is intended to qualify the Note for the portfolio interest exemption of U.S. Internal Revenue Code sections 871(h)(2)(B) or 881(c)(2)(B), as applicable and shall be interpreted accordingly. Maker agrees to keep, as part of its books and records, a register which reflects the name and address of the Mortgagee and the amount owed. Additionally, the parties agree that: (i): the Note may not be transferred except as provided herein; (ii) Holder shall file with the Maker, and keep current, a Form W-8BEN or such substitute forms as may be required from time to time by the United States Internal Revenue Service; (iii) Maker shall file annually with the United States Internal Revenue Service a Form 10425, with a copy of the Holder’s W-8BEN or W-8BEN-E statement or substitute; and (iv) Holder shall execute a statement certifying that they are not related or affiliated parties. Maker may request an Affidavit from the Holder or any assignee thereof in order to ascertain whether or not the interest payable with respect hereto qualifies or continues to qualify for the above-referenced exemption. Any transfer or assignment shall be deemed registered by the Maker hereof when communicated to the Maker in writing by the current registered Holder. This Note is only issuable in registered form and is intended to be in registered form as defined in Treas. Reg. Subsection 5(f) 103-1(c). IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has caused this Promissory Note to be executed and delivered on the date stated above. MAKER: NORTHEAST PETRO HOLDINGS 1 LLC, a Florida limited liability company By: DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability company, By: Print: Title: Sergio SBelm Chief Executive Nases 4/23/2019 12:45 PM Tara S. Green te ‘his instrument prepared by: Lisa K. Hermann, Esq. Hermann & Govin 134 S, Dixie Highway, Suite 100 Hallandale Beach, FL 33009 ae “= FUTURE ADVANCE, NOTE AND MORTGAGE MODIFICATION AGREEMENT THIS AGREEMENT, is made and entered into as of the / day of March, 2018, by and between NORTHEAST PETRO HOLDINGS 1 LLC, a Florida limited liability company, whose address is: 18851 NE 29" Avenue, Suite 718, Aventura, FL 33180 (the "MORTGAGOR") as MORTGAGOR and BORROWER; DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability company, SERGIO L. DELMICO, individually, WELLINGTON S. VILELA, individually, and RICARDO B. SILVA, individually (collectively, the “GUARANTORS”), and FOXLAKE, INC., a Panamanian corporation (the "MORTGAGEE"), as MORTGAGEE and SECURED PARTY, whose address is Edificio AFRA, Ave. Samuel Lewis y CL. 54, Apartado 0816-06904, Panama 5, Republica de Panama. ~ dinqnetnenneennnns eeenine meen ene enennnenn ne nenenenaennneeenneensnnmn neem DOCUMENTARY STAMPS ON THE NOTE AND INTANGIBLE TAX ON THE MORTGAGE IN THE AMOUNTS REQUIRED BY LAW HAVE BEEN PAID IN FULL UPON THE OCCASION OF THE MAKING OF THE ORIGINAL NOTE. DOCUMENTARY STAMPS AND INTANGIBLE TAX ON THE FUTURE ADVANCE IN THE AMOUNT OF $250,500.00 ARE BEING PAID UPON THE RECORDING OF THIS AGREEMENT. 4/23/2019 12:45 PM Tara S. Green % RECITALS l . MORTGAGOR executed that certain Promissory Note in favor of MORTGAGE! Sey ec ber 12, 2016 in the original principal amount of THREE MILLION ON HUNDRED NINETY THOUSAND AND XX/100 ($3,190,000.00) Dollars (hereinafter referred toas "NOTE"). B) As security for the NOTE, MORTGAGOR executed and delivered to MORTGAGEE, the following documents: 1) that certain MORTGAGE AND SECURITY AGREEMENT dated December 12, 2016, recorded in Official Records Book 3930, at Page 1385 of the Public Records of Clay County, Florida, as modified by that certain Modification and Extension Agreement dated June 21, 2017, recorded June 23, 2017 in Official Records Book 3986, at Page 1425, as further modified by that certain Second Modification and Extension Agreement dated August 12, 2017, recorded September 3, 2017 in Official Records Book 4009, Page 1048, as further modified by that certain Third Modification and Extension Agreement dated October 10, 2017, recorded October 31, 2017 in Official Records Book 4025, at Page 1984, as further modified by that certain Fourth Modification and Extension Agreement dated December 12, 2017, recorded March 7, 2018 in Official Records Book 4061, at Page 1467, and as further modified of even date herewith (hereinafter referred to as “MORTGAGE”). 2) The NOTE is further secured by or subject to the terms and conditions set forth in that certain COLLATERAL ASSIGNMENT OF LEASES, RENTS AND INCOME dated December 12, 2016, recorded in Official Records Book 3930, at Page 1401, of the Public Records of Clay County, Florida (the “Assignment”), and that certain UCC-1 Frome 22 4/23/2019 12:45 PM Tara S. Green vf / Statement recorded December 12, 2016 in Official Records Book 3930, at Page 1412 (the “Financing Statement”) (collectively, the "Related Security Documents"). 3) The MORTGAGE and the Related Security Documents secure payment of the NOTE and all. Modifications and extensions thereto and encumber the property (the "PROPERTY’") described in Exhibit "A" attached hereto and made a part hereof. C. MORTGAGOR is the owner of the PROPERTY encumbered by the MORTGAGE and MORTGAGEE is the owner and holder of the NOTE and MORTGAGE and is the SECURED PARTY under said documents and the Related Security Documents, D. The current outstanding principal balance of the NOTE as of the date hereof is: EIGHT HUNDRED THOUSAND AND XX/100 DOLLARS ($800,000.00). E. The MORTGAGOR has requested from the MORTGAGEE a Future Advance Loan ("FUTURE ADVANCE") pursuant to the terms of the MORTGAGE. F. The amount of the FUTURE ADVANCE requested is TWO HUNDRED FIFTY THOUSAND FIVE HUNDRED AND XX/100 ($250,500.00) DOLLARS, which will be evidenced by a Future Advance Promissory Note ("FUTURE ADVANCE NOTE"). Said FUTURE ADVANCE NOTE will be secured by the MORTGAGE and Related Security Documents. The FUTURE ADVANCE NOTE will be consolidated with the original NOTE, and evidenced by a Consolidated and Restated Promissory Note (“CONSOLIDATED NOTE”) in the principal amount of ONE MILLION FIFTY THOUSAND FIVE HUNDRED and XX/100 ($1,050,500.00) DOLLARS. The NOTE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE shall be, and hereby are, secured by the MORTGAGE and Related Security Documents. p 4/23/2019 12:45 PM Tara S. Green G DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability company, SERGIO L. DELMICO, individually, WELLINGTON S. VILELA, individually, RICARDO B. SILVA, individually (collectively, the “GUARANTORS”) have guaranteed the repayment of the. NOTE..and performance of the MORTGAGE and Related Security Documents and all amendments and modifications thereto. The GUARANTORS further desire to reaffirm and ratify said Guaranty Agreements and to confirm GUARANTORS? guaranty of payment and performance of the FUTURE ADVANCE and FUTURE ADVANCE NOTE, of even date hereof, in the principal amount of $250,500.00, and CONSOLIDATED NOTE in the amount of $1,050,500.00. H. MORTGAGOR has requested that MORTGAGEE: a) provide a FUTURE ADVANCE to the Loan in the amount of TWO HUNDRED FIFTY THOUSAND FIVE HUNDRED AND XX/100 ($250,500.00) DOLLARS; b) extend the Maturity Date to December 30, 2018; c) modify certain terms and conditions of the NOTE and MORTGAGE; and, d) have all parties confirm and reaffirm the lien and validity of the MORTGAGE and the Related Security Documents. AGREEMENT NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereto do hereby agree as follows: \. The recitals hereinabove contained are true and correct, affirmed and are made a part hereof and incorporated herein by rene) 4 4/23/2019 12:45 PM Tara S. Green 2 This Agreement evidences an additional advance (FUTURE ADVANCE) made by the MORTGAGEE pursuant to the future advance provision of the MORTGAGE referred to hereinabove and as modified herein, ‘. 3. It is agreed that this additional advance is evidenced by the FUTURE ADVANCE PROMISSORY NOTE in the principal amount of $250,500.00. The FUTURE ADVANCE NOTE, referred to herein, shall be secured by the above described MORTGAGE and Related Security Documents. The MORTGAGOR agrees to pay the indebtedness in accordance with the terms of the FUTURE ADVANCE NOTE and any renewals, modifications, extensions or consolidations thereof. 4 The NOTE and the FUTURE ADVANCE NOTE will be consolidated and will be evidenced by a CONSOLIDATED PROMISSORY NOTE in the principal amount of $1,050,500.00. The CONSOLIDATED NOTE consolidates, supersedes and replaces the NOTE and the FUTURE ADVANCE NOTE, and all amounts due thereunder and hereunder shall be governed by the terms and provisions of the CONSOLIDATED NOTE. The MORTGAGOR agrees to pay the indebtedness in accordance with the terms of the CONSOLIDATED NOTE and any renewals, modifications, extensions or consolidations thereto. 5. The MORTGAGOR does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto the MORTGAGEE as security for the NOTE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE, the PROPERTY described in Exhibit "A" attached hereto. MORTGAGOR does hereby fully warrant the title thereto and to each part thereof and will defend the same against the claims of all persons whomsoever. MORTGAGOR rents 5 4/23/2019 12:45 PM Tara S. Green covenants at said MORTGAGE is a valid second lien on the PROPERTY described in Bxhil rer x ‘Vand that the MORTGAGOR is indefeasibly seized of the fee simple title thereto. SEN . The MORTGAGE is hereby modified so that the terms and conditions as set forth herein are incorporated thereinas if the terms and conditions herein were originally attached to and made a part of the original MORTGAGE and Related Security Documents. 7. MORTGAGOR further confirms that the MORTGAGE and Related Security Documents secure the payment of the NOTE, FUTURE ADVANCE NOTE and CONSOLIDATED NOTE having a present outstanding principal indebtedness of MORTGAGOR in favor of MORTGAGEE in the amounts as previously set forth herein and which will be paid in accordance with the terms of the CONSOLIDATED NOTE, and all extensions, modifications and renewals thereto. 8. Hereinafter all references in the MORTGAGE to the terms "Promissory Note, Note, or Mortgage Note" shall be deemed to refer to and include the terms as set forth in this Agreement. 9. Hereinafter in this Agreement, in the MORTGAGE and in the NOTE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE the term "loan documents" shall collectively refer to the NOTE, FUTURE ADVANCE NOTE, CONSOLIDATED NOTE, and the MORTGAGE, and all modifications thereto as referenced in this Agreement and any and all other documents or instruments executed by MORTGAGOR in connection with this Agreement including the Related Security Documents. 10. MORTGAGOR hereby reaffirms, ratifies and confirms and further states that the MORTGAGE is valid and enforceable and will remain as such during the term evidenced by wy) 6 4/23/2019 12:45 PM Tara S. Green NOTE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE and all modifications, extel jions and renewals thereto. 1. MORTGAGOR acknowledges, agrees, represents and confirms to MORTGAGEE that: a) the loan documents are valid and binding upon MORTGAGOR and enforceable in accordance with the respective terms thereof. b) the MORTGAGE constitutes a valid and existing First Mortgage lien upon the property located in Clay County, Florida as described in Exhibit "A". c) there are no defenses, set offs, counterclaims, cross actions or equities in favor of MORTGAGOR to or against the enforcement of the loan documents. qd) no payments of interest or any other charges have been made to MORTGAGEE or to any prior owner or holder of the loan documents, or paid by MORTGAGOR in connection with the loan evidenced by the loan documents which would result in the computation or earning of interest in excess of the maximum legal rate of interest which is legally permitted under the laws of the State of Florida, or Federal law, in effect from time to time whichever is the highest. e) MORTGAGEE is under no obligation to grant or to make any further or additional loans to MORTGAGOR or to further amend or modify any of the loan documents. f) all of the loan documents are hereby ratified, confirmed and approved in all respects. g) The PROPERTY is commercial property and is not the homestead of the MORTGAGOR or any purr J) 4/23/2019 12:45 PM Tara S. Green 12. MORTGAGOR warrants and represents unto the MORTGAGEE that all real estate taxes on the PROPERTY have been paid through and including the year 2017. 13. The parties hereto agree that, except as herein otherwise modified, all of the terms, covenants and conditions of the NOTE, the MORTGAGE, the Loan Documents and Related Security Documents shall remain in full force and effect. 14, If default occurs under this Agreement, the MORTGAGE, NOTE, FUTURE ADVANCE NOTE, CONSOLIDATED NOTE or under any other document executed in connection with any of the foregoing instruments, then, in that event, the indebtedness evidenced by the CONSOLIDATED NOTE and secured as aforesaid, together with any and all accrued and unpaid interest and all other sums due thereunder, shall, at the option of MORTGAGEE become due and payable without notice to MORTGAGOR, after applicable grace periods as set forth in the MORTGAGE and other Loan Documents. Failure to exercise this option shall not constitute a waiver of the MORTGAGEE'S right to exercise this option in the event of a subsequent default. A default under this Agreement shall have occurred when a default exists under any of the aforesaid documents or under any other document executed in connection with this Agreement, which remains uncured after any applicable cure period. 15. It is the intent of the parties hereto that this Agreement shall not constitute a novation and shall, in no way, adversely affect the lien priority created by the MORTGAGE. In the event that this instrument or any part hereof shall be construed by a court of competent jurisdiction as operating to effect the lien priority of the MORTGAGE over claims which would otherwise be subordinate thereto, then to the extent that the modifications are so construed to create an additional charge or burden upon the real property encumbered by the MORTGAGE and to weal) 8 4/23/2019 12:45 PM Tara S. Green * 1 : exient that third persons acquiring an interest in such PROPERTY between the time of recording of the MORTGAGE and the recording hereof are prejudiced thereby, this instrument or such portion hereof as shall be construed, shall be void and of no force or effect and this instrument shall constitute, as to the advance, a third lien on the PROPERTY, incorporating by reference the terms of the MORTGAGE, in which event the MORTGAGE shall be enforced pursuant to the terms therein contained, independent of this instrument; provided, however, that notwithstanding the foregoing, the parties hereto, as between themselves, shall be bound by all the terms and conditions hereof until all indebtedness owing from the MORTGAGOR to the MORTGAGEE shall have been paid in full. 16. The GUARANTORS do approve, ratify and consent to the above referenced modification including the FUTURE ADVANCE, FUTURE ADVANCE NOTE, and CONSOLIDATED NOTE all of which GUARANTORS guarantee payment and performance in accordance with the terms of the Guaranty Agreements previously executed by the GUARANTORS. The GUARANTORS have executed separate Reaffirmation of Guaranty Agreements of even date herewith. 17. MORTGAGOR, GUARANTORS and MORTGAGEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS og) 9 4/23/2019 12:45 PM Tara S. Green x ENTHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING CREDIT TO THE MORTGAGOR. axs 18. This Agreement shall be binding upon and shall inure to the benefit of, the respective | heirs, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as0, first above written. MORTGAGOR/BORROWER: VL &s. NORTHEAST PETRO HOLDINGS 1 LLC a Pane hina f | Florida limited liability company By: DEVEVI PETROLAND HOLDING USA LLC, a Florida limited liability company, hihi Witness Ste Print: Mont a MAL By: Print: Sergio L. Delmico Title: Chief Executive Manager GUARANTORS: DENEVI PETROLAND HOLDING USA LLC, fa a Florida limited liability company By: Print: Sergio i=Délmico___ Title: Chief ecutive Manager SERGIO L mF ‘LMICO),, imi idually , A Ww) es 4/23/2019 12:45 PM Tara S. Green MORTGAGEE/SECURED PARTY FOXLAKE, INC., a Panamanian corporation By: perio Le Witness Signature Print: ————— Print_CYOUD 6 Tide: “Presid ont Uk othr v Witness Signature— Print, Kardia Vax STATE OF FLORIDA: COUNTY OF BROWARD: THEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico, as Chief Executive Manager of DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability company which is the Manager of NORTHEAST PETRO HOLDINGS 1 LLC, a Florida limited liability company, who is personally known to me to be the person described in and who executed the foregoing instrument, or who has produced his driver's license as identification, and acknowledged before me that he executed the foregoing instrument freely and voluntarily, under authority duly vested in him by said company, for the purposes therein expressed. WITNESS my hand and official seal in the County and State last aforesaid this day of March, 2018. i fs i We K Hin Com BRIO, LITT NOTARY PUBLIC*""™ Printed Name of Notary__ My Commission Expires: NOTARY SEAL 11 4/23/2019 12:45 PM Tara S. Green & pee 4 LORIDA OF BROWARD: ERY ee I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State af M and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico, as Chief Executive Manager of DENEVI PETROLAND HOLDING USA LLC, a Florida limited liability company, ‘who is~pessonally known to me to be the person described in and who executed the foregoing instrument, or who has produced his driver's license as identification, and acknowledged before me that he executed the foregoing instrument freely and voluntarily, under authority duly vested in him by said company, for the purposes 1 herein expressed. is. ~ WITNESS my hand and official seal in the County an id State last aforesaid this bn day of March, 2018. \ \ NOTARY PSBLIC Printed Name of Notary, ual Nea Dat Doel eee st JA NOA My Commission Expire: SIAM, Puatic - State of Florida My Comm. Expiras Jan 2, 2019}t Commission # FF 157973 k 1 Bonded though National Notary ASSn. STATE OF FLORIDA: COUNTY OF BROWARD: I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Sergio L. Delmico, individually, who is personally known to me to be the person described in and who executed the foregoing instrument, or who has produced his driver's license as identification, and acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the purposes therein expressed. A WITNESS my hand and official seal in the County/gftd State last aforesaid this — / day \ of March, 2018. Notary Pate’ J, Printed Name: ole My Commis: rs ILEANA NOA é rary Notary Public - Stal Public - State of Frorid: aie My Comm. Expi res Jan2, 2019 \ gs Commission # FF 197973 ional Notary a Bonded through Nat des 12 4/23/2019 12:45 PM Tara S. Green ai OF FLORIDA: COUNTY OF BROWARD: We I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aera and County aforesaid to take acknowledgments, personally appeared Wellington S. Vilela, individually, who is personally known to me to be the person described in and who executed the ne foregoing instrument, or who has produced his driver's license as identification, and acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the purposes therein expressed. WITNESS my hand and official seal in the County and Stgf¢ last aforesaid this & day of March, 2018. \ Notary Buble 27 fs Printed Name: di ILEANA NOA My Commission Expifes:, aX Notary Public - State of Florida My Comm. Expires Jan 2, 2019 Commission # FF 157973 row Notary As: PS STATE OF FLORIDA: COUNTY OF BROWARD: J HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared Ricardo B. Silva, individually, who is personally known to me to be the person described in and who executed the foregoing instrument, or who has produced his driver's license as identification, and acknowledged before me that he executed the foregoing instrument freely and voluntarily, for the purposes therein expressed, WITNESS my hand and official seal in the County State last aforesaid this sy of March, 2018. No ‘ublic