Fort Walton Beach Resolution — 82-22-Ind Revenue Bonds-Gator Distributors — reading text

J By: .. I . . Q' GWEN L. KING M 1/\ CJ Resident Agent  o o MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE made and entered into as of the INDENTURE day of , by and 1982, between GATOR DISTRIBUTORS, INC., a corpocation organized and existing under the laws of Florida, as Mortgagor and the CITY OF FORT WALTON BEACH, FLORIDA, a municipal corporation and political subdivision of the State of Florida, as Mortgagee. WHEREAS, pursuant to and in accordance with the provlslons of Chapter 159, Part II, Flor ida Statutes ( 1981) ( herein referred to as the " Act"), as may hereafter be amended, the Issuer' did, on 1982, adopt a Resolution entitled: A RESOLUTION PROVIDING FOR THE FINANCING BY THE CITY OF FORT WALTON BEACH, FLORIDA, OF CONSTRUCTION OF A CAPITAL PROJECT FOR THE USE OF GATOR DISTRIBUTORS, INC., CONSISTING OF WAREHOUSING AND DISTRIBUTION FACILITIES USEFUL FOR THE STORAGE OR CENTRALIZED DISTRIBUTION OF COMMON PRODUCTS AND EQUIPMENT: PROVIDING FOR THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE CITY OF FORT WALTON BEACH, FLORIDA, IN THE PRINCIPAL AMOUNT OF NOT EXCEEDING $ 600, 000: PROVIDING FOR THE RIGHTS OF THE HOLDERS BONDS: OF SUCH PROVIDING FOR THE PAYMENT THEREOF: PROVIDING CERTAIN OTHER AGREEMENTS AND COVENANTS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS: AND PROVIDING AN EFFECTIVE DATE. herein referred to as the " Resolution") and, in and by said Resolution, did provide for the issuance and sale of not exceeding 600, 000 of City of Fort Walton Beach, Florida, Industrial Development Revenue Bonds, Series 1982 ( Gator Distributors, Inc. Project) ( herein referred to as the " Bonds"), for the purpose of financing the construction and equipping of warehousing and distribution facilities, including land on which such facilities are to be located in the City of Fort Wal ton Beach, Florida herein collectively referred to as the " project"), for the use of the Mortgagor, and WHEREAS, in order to secure the payment of said Bonds and interest and premium, if any, thereon, as and when they severally become due and payable and all incidental expenses incurred _ in connection therewith, the parties hereto did enter into a Financ- ing Agreement dated as of , 1982 ( herein sometimes referred to as the " Agreement"), and executed a Promissory Note ( herein sometimes referred the " Note"), to as providing for the financing of the Project by the Mortgagee for the Mortgagor in consideration of the Mortgagor making payments to the Mortgagee of all sums of money necessary to pay the principal, interest and premium, if any, of said Bonds as and when the same become due and payable, together with all fees, costs and expenses of the Mortgagee in connection therewith and for the maintenance of the project, insurance thereon and other items of cost and expense all as set forth in the Agreement, and all as contemplated by the Act and the Resolution, and WHEREAS, in accordance with provisions of Chapter 159, Part II, Florida Statutes ( 1981), the Resolution and theAgreement, the Exhibit " 3" To , Resolution  Q o Issuer did issue and sell the Bonds and cause the proceeds of the sale of the Bonds to be deposited with the " Trustee"),as Trustee under that Trust Indenture dated , 1982, between Mortgagee and Trustee the " Indenture"), for the construction of the Project, and WHEREAS, in order to secure further the payment of said Bonds and interest and premium, if any, thereon, as and when they severally become due and payable and all incidental expenses incurred in connection therewith, the Trustee and the stockholders of Gator Distributors, Inc. did enter into a Guaranty Agreement dated as of , 1982 ( the " Guaranty"), and WHEREAS,it was provided in and by the Agreement that the Mortgagor, orderinto further secure the payment of the princi- pal, interest and premium, if any, upon the Bonds as and when the same shall become due and payable, together with the fees and expenses of the Trustee in connection therewith and any amounts payable . under the Guaranty, would mortgage the project to the Mortgagee to secure the Note and its obligations under the Agree- ment and as additional security for the Bonds, and the Mortgagee shall assign the Note, Mortgage and Agreement to the Trustee as security for the Bonds for the protection of the holders of the Bonds, subject only to the rights of the Mortgagor to the Project in accordance with the terms of the Resolution and the Agreement, and the land, WHEREAS, hereinafter described, constituting a part of the Project and upon which shall be located the remainder of the Project, has been acquired by the Mortgagor before or contem- poraneously with the execution of this Indenture, and it is the desire of the parties promptly to vest in the Mortgagee a first mortgage lien upon and security interest in the project in accord- ance with the Resolution and the Agreement and as authorized by the Act, Now, therefore, THIS MORTGAGE INDENTURE WITNESSETH that the Mortgagor for and in n of the sum considerati<;> of Ten Dollars 10. 00) cash to it in hand paid; and other valuable considera- tions, the receipt of all of which is hereby acknowledged and to better secure the payments o~ the principal, interest and premium, if any, upon the Bonds as they severally become due, and the prompt payment of all fees, costs and expenses of the Mortgagee in connection therewith, and to guarantee the prompt payment and per- formance by the Company of all its obligations under the Agree- ment, the Mortgagor does hereby bargain, sell, grant and convey to the Mortgagee the following descr ibed real estate si tuate, lying and being in the City of Fort Walton Beach, Florida, to wit: Insert Legal Description] as security for the payment of the Promissory Note of which the following is a copy: 2  a CJ FORM OF PROMISSORY NOTE 1982. FLORIDA On or before , for value received, the undersigned 19__,CITY OF FORT WALTON BEACH, promises to pay to the order of the FLORIDA, a municipal corporation and political subdivision of the State of Florida, the principal sum of ($ , ), together with interest and other amounts from the date hereof as specified in the Financing Agreement ( the " Agreement") to which this Note is annexed as Exhi bi t " Cn and incorporated by reference and as specified in the Trust Indenture ( the " Indenture") of even date between the City of Fort Walton Beach, Florida and as Trustee under the Indenture. The principal payments on this Note shall be payable on in each of the following years and amounts: Principal Pri nci pa 1 Year Amount Year Amount This Note is secured by the Agreement and by a Mortgage and Security Agreement ( the " by and between Gator Distributors, Mortgage") Inc., a corporation duly created and existing under the laws of Florida, as Mortgagor and the Ci ty of Fort Walton Beach, Florida, a municipal corporation and political subdivision of the State of Florida, as Mortgagee herein referred to of even date pledging and crea ting a lien on certain property, funds and revenues of the maker and is further secured by the Indenture, provided for and set forth in all of which is the Agreement,the Mortgage and the Indenture. It is expressly agreed tha t all covenants, condi tions and agreements contained in the Agree- ment. the Mortgage and the Indenture executed in connection herewith are hereby incorporated by reference in this instrument as though fully set forth at length herein. In the event of conflict between this Note and the Agreement, the Mortgage or the Indenture, the terms and conditions of the Ag.reement shall control. This Note shall be deemed to be in default upon the occurrence of any event of default which under the terms of the Agreement, the