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

empowered by the provi- sions of Chapter l59, Part II, Florida Statutes ( l981) ( herein- after called the " Act"), to enter in to transactions contemplated by this Agreement and to carry out its obl igations hereunder in order to promote industrial development of the State of Florida and develop trade by inducing manufacturing and commercial enter- prises to locate in Florida, and thus utilize and employ the manpower, agricultural products and natural resources of the Sta te; and '_ WHEREAS, the Company is a corporation eligible to participate in financing, construction and acquisition of the Project as pro- vided and permitted by the Act; and WHEREAS, to accomplish such purposes the Issuer proposes to finance the construction and equipping of warehousing and distri- bution facilities, including the land on which such facility is located in the City of Fort Walton Beach, Florida ( hereinafter more fully defined as the " project"); and WHEREAS,the Issuer, in order to provide funds to pay the cost of construction of the Project and the for Incidental and related costs, will issue and sell its $ 600, 000 Industrial Development Revenue Bonds hereinafter. described ( hereinafter called the " Bonds") pursuant to the Act and a resolution of the Issuer duly adopted on , 1982 ( hereinafter called the Resolution"), the proceeds of which will be loaned to the Company to acquire and construct the Project; and the Company, WHEREAS, in consideration of the Issuer under- taking the financing herein referred to and issuing the Bonds, shall execute in favor of and del iver simultaneously with the execution and delivery of this Agreement and the Trust Indenture, to the Issuer its non- negotiable, but assignable, promissory note in the amount of the Bonds, to be secured as set forth herein; and 1 f o o WHEREAS,the principal of and interest on the Bonds shall be payable solely from the Revenues of the Project ( as hereinafter defined) at the times and in the manner hereinafter provided; and WHEREAS, the Act permits and the parties intend that the Project be financed by the Issuer as provided in the Act and that the Company as independent contractor of the Issuer acquire personal property in which the Trustee has a security interest and construct the Project on real property owned by the Company, mortgaged to the Issuer and assigned to the Trustee as security for the payment of the amounts set forth in this Agreement and the performance by the Company of all obI igations of the Company as provided in this Agreement: . NOW, in consideration of the premises, THEREFORE, and of the Issuer making the loan to the Company in the principal amount herein set forth and in consideration of the mutual covenants of the parties and other good and valuable considerations, it is agreed by and between the Issuer and the' Company as follows: 2  o o ARTICLE I DEFINITIONS Unless the context otherwise requires, the terms used in this Agreement shall have the meanings specified in this Article. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. ACT" shall mean the Florida Industrial Development Financing Act, Chapter l59, Part II, Florida Statutes ( l98l). ADDITIONAL OBLIGATIONS" PARITY shall mean additional bonds or obligations issued in compliance with the terms, conditions and limitations contained herein and in the Trust Indenture and which shall have an equal lien on the Revenues to be derived by the Issuer from the Financing Agreement, as herein defined, and rank equally in all respects with the Bonds initially issued pursuant to this Agreement and the Indenture. AGREEMENT" shall mean this Financing Agreement, dated as of 1982, to be executed by and between the Issuer hereinafter defined), and the Company. AUTHORIZED COMPANY REPRESENTATIVE" and " AUTHORIZED ISSUER REPRESENTATIVE" shall mean the persons at the time designated to act on behalf of the Company or the Issuer pursuant to Section 2. 03 of this Agreement. The Company and the Issuer will furnish to each other and to the Trustee written containingcertificates specimen signatures of persons such signed on behalf of the and Company and the Issuer, by their respective Authorized Officers. Such certificates may designate an al ternate or al ternates. Any such representatives shall be satisfactory to the Trustee, the Company and the Issuer and shall be replaced upon written request of the Company or the Issuer, but only with approval of the Trustee. AUTHORIZED OFFICERS" shall mean the Mayor of the Issuer authorized by law or resolution to sign on behalf of the Issuer, and the Ci ty Clerk or Deputy Ci ty Clerk thereof authorized to countersign and attest to the signature of the Mayor and to certify documents of the Issuer. BOND" or " BONDS" shall mean the not to exceed $ 600, 000 City of Fort Walton Beach, Florida, Industrial Development Revenue Bonds, Series 1982 ( Gator Distributors, Inc. Project), authorized by the Resolution, this Agreement and the Indenture ( hereinafter defined) to be issued pursuant to the Act, together with any 3  o o Additional Parity Obligations hereafter issued under the ms, teJ::" conditions and limitations contained herein. BOND FUND" shall mean the " Ci ty of Fort Wal ton Beach, Florida, Industrial Development Revenue Bonds ( Gator Distributors, Inc. Project) Bond Fund," as established by the Indenture. BOND YEAR" shall mean the period beginning with of each year and extending for a period of twelve ( l2) months thereafter. COMPANY" shall mean Gator Distr ibutors, Inc., a corporation duly organized and existing under the laws of the State of Florida, and any successors or assigns and any surviving, result- ing or transferee corporation. CONSTRUCTION AND ACQUISITION FUND" shall mean the " Ci ty of Fort Walton Beach Florida, Industrial Development Revenue Bonds Gator Distributors, Inc. Project) Construction and Acquisition Fund," created by the Indenture. CONSULTANT" shall mean a consul ting architect or eng ineer approved by the Trustee or tile authorized representative thereof designated to the Trustee by certificate of the Consultant. EVENT OF DEFAULT" means those defaul ts specified in and defined by Section 9. 01 hereof. FINANCING PAYMENTS" or " PAYMENTS" means the payments made or to be made on the Companyls Note for the payment of the principal, interest and redemption premiums, if any, therefor pursuant to the terms of the Agreement. GUARANTORS" shall mean Robert W. Moore, Gus Mijalis and Greg Despot, stockholders of Gator Distributors, Inc. GUARANTY" shall mean the personal Guaranty Agreement by and between the stockholders of the Company and the Trustee executed for the purpose of further securing payment of the Bonds. HOLDER OF THE BONDS" or " BONDHOLDERS" or any similar term shall any person who mean shall be the bearer or owner of any Outstanding Bond or Bonds registered to bearer or not registered, or the reg istered owner of any such Bond or Bonds which shall at the time be registered other than to bearer. INDENTURE" or " TRUST INDENTURE" shall mean the Trust Inden- ture, dated as of , 1982, to be executed by and between the Issuer ( hereinafter defined) and the Trustee. ISSUER" shall mean the Ci ty of Fort Wal ton Beach, Florida. 1 4  o o ARTICLE II CONSTRUCTION AND ACQUISITION FUND SECTION 2. 0l. SALE AND DELIVERY OF BONDS. In order to provide the funds necessary for the payment of the cost of acquir- ing, constructing and equipping the Project as provided for in this Agreement, the Issuer agrees that it will use its best efforts to cause the Bonds to be delivered to the initial purchasers thereof. SECTION 2. 02. APPLICATION OF BOND PROCEEDS. All moneys received from the sale of the Bonds shall be deposited by the Issuer in trust with the Trustee, to be held and administered by the Trustee as provided in the Indenture. SECTION 2. 03. APPLICATION OF CONSTRUCTION AND ACQUISITION FUND MONEYS. The moneys deposited in the Construction and Acquisition Fund created by the Indenture shall be held in trust by the Trustee and, pending application thereof to the payment of the cost of the