Net Worth Covenant Waiver Letter between Wachovia Bank, N.A. and Sea Pines Company, Inc. (2005)

Summary

Wachovia Bank, N.A. agrees to waive the requirement for Sea Pines Company, Inc. to maintain a specific Net Worth Ratio for the fiscal year ending October 31, 2005, as set out in their Amended and Restated Master Credit Agreement. This waiver applies only to this specific covenant and year, and does not affect any other terms or rights under the agreement. All other provisions and remedies remain in effect.

EX-10.DD 2 g92900exv10wdd.txt EX-10(DD) EXHIBIT 10(dd) Wachovia Bank, N.A. Real Estate Financial Services SC9113 16 Broad Street Post Office Box 700 Charleston. SC 29401 WACHOVIA December 15,2004 Mr. Steven P. Birdwell Chief Financial Officer Sea Pines Company, Inc. Post Office Box 7000 Hilton Head, SC 29938 RE: NET WORTH COVENANT WAIVER FOR YEAR ENDING OCTOBER 31, 2005 Dear Steve: You have informed us that the Net Worth Ratio of the Company is projected to be above the maximum level as of October 31,2005, as required by Section 8.02(a) (i) of the Amended and Restated Master Credit Agreement dated October 31, 2002. This deficiency represents an "event of default" as that term is used in the Agreement. The Bank hereby waives the requirement that the Borrower maintain the Net Worth Ratio specified by Section 8.02(a)(i) of the Agreement for the fiscal year ending October 31,2005. The Lender hereby reserves all other rights and remedies it may have against the Borrower under the Master Credit Agreement. This waiver does not extend to any other covenant contained in the Master Credit Agreement, and shall not be deemed to be a waiver of, or acquiescence or consent of the Lender to any other default now or hereafter under the Master Credit Agreement. Sincerely, WACHOVIA BANK, N.A. /s/ Phillip H. Rhiner Phillip H. Rhiner Assistant Vice President