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

made or provided for, it will furnish to the Trustee the following documents: ( A) within one hundred and twenty ( 120) days after the end of each fiscal year an income statement, surplus statement and a balance sheet for such fiscal year certified by any independent certified public account- ants acceptable to the Trustee, ( B) within ninety ( 90) days after the end of each quarter the quarterly Company prepared financial statements, and ( C) such other financial data that the Trustee may reasonably request. With each financial statements delivery of required by clauses ( A) and ( B), the Company will deliver to the Trustee a certificate signed by the Authorized Company Representa- tive stating that there exists no event of default or default hereunder or if such event of default or default exists, stating the nature thereof, the period of existence thereof and what act ion the Company is taking or proposes to take with respect thereto. A copy of such certif icate shall be simul taneously furnished to the Issuer. The Trustee is hereby authorized by the Company to deliver to any regulatory body having jurisdiction over the Trustee with respect to~ this transaction" copies of any finan- cial data furnished pursuant to the requirements of this Section. SECTION 8. 09.COVENANT PROHIBITING EXCESSIVE ARBITRAGE. The Company covenants the to Issuer, the Trustee and the purchasers of the Bonds provided for herein that the Company will not direct any use of the proceeds of the Bonds at any time during the term of the Bonds which, if such use had been reasonably expected on the date the Bonds were issued, would have caused such Bonds to be " Arbitrage Bonds" within the meaning of Section 103( c) of the Internal Revenue Code, as interpreted by Section 1. 103- 13, 1. 103- 14 and 1. 103- 15 of the Regulations of the United States Treasury Department. The Company understands that this covenant imposes an obligation on the Company throughout the term of the issue to comply with the requirements of Section 103( c) of the Internal Revenue Code, and to comply with the requirements of the Treasury Regulations Sections 1. 103- 13, 1. 103- 14 and 1. 103- 15 interpreting such Code section in directing the investments of funds held by the Trustee under the Indenture. SECTION 8. 10. COVENANT REGARDING EXPENDITURE OF BOND PRO- CEEDS. Pursuant to Section 1.103- 10( b)(ii) and Section 1. 103. 8 a)( l)( i) of the Regulations of the United States Treasury Depart- ment, the Company covenants to the purchasers of the Bonds pro- vided for herein that it has caused, and until completion of the Project will cause, no more than an " insubstantial amount" of the 37  o o proceeds of the Bonds to be expended on the Project for purposes other than construction and acquisition of land and property of a character subject to the allowance for depreciation within the meaning of Section 103( b) ( 6) ( A) of the Internal Revenue Code and appl icable Regulations of the Uni ted States Treasury Department. For the purposes of this Section, any money expended on the Project prior to adoption of the initial resolution of the Issuer approving the Project, shall be included in the computation of the insubstantial amount" as referred to above. SECTION 8. 11. COVENANTS REGARDING CAPITAL EXPENDITURE LIMITATIONS. The Company covenants that unless all Bonds have been retired, or are callable prior to maturity and have beeri duly called for redemption and payment of interest principal, and applicable premium duly made or provided for, it will not make or permit any capital expenditures to be made or any other action to be taken which will cause the interest on the Bonds to become subject to federal income taxes pursuant to the provisions of Section 103( b) of the Internal Revenue Code, provided, that the Company shall not have violated this covenant if the interest on any of the Bonds becomes taxable to. a person who is a substantial user of the project or a related person pursuant to the provisions of Section 103( b)( 10) of the Internal Revenue Code. The Company further covenants that it shall furnish to the Issuer and to the Trustee: ( A) at the time of the issuance of the Bonds, a statement of the aggregate amount of capital expenditures made or incurred by it within the territorial limits of the Issuer, during the period beg inning three ( 3) before the years date of such issue, ( B) within one hundred and twenty ( 120) days following the close of each fiscal year of the Company, a state- ment of the aggregate amount of capital expenditures by it within the territorial limits of the Issuer, made or incurred during the period beginning with the date of the last statement filed with the Trustee and ending on the last day of the immediately preced- ing fiscal year, and ( C) within thirty ( 30) days after any date on which it has made or incurred the maximum amount of capital ex- penditures permitted under Section 103( b) ( 6) ( D), a statement of the aggregate amount of capital expend i tures by it wi thin the territorial limits of the Issuer made or incurred since the date of the last statement filed with the Trustee. Each such statement shall set forth a description of those capital expenditures which are capital expenditures under Section 103( b)(6)( D), and ( D) shall take into account facilities referred to in Section 103( b)( 6)( E) in computing such capital expenditures which the Company has not taken into account under Section 103( b)( F) of the Internal Revenue Code. 38 S-"" to Q be entirely within the discretion of the Company, and the Company shall be deemed to be in defaul t within the meaning of this not paragraph if it shall refuse to make settlement of strikes, lock- outs and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the sole judgment of the Company, unfavorable to the Company.) D) Company shall file a petition in bankruptcy or for The reorganization or for an arrangement pursuant to any present or future federal bankruptcy act or under any similar federal or state law, or shall be adjudicated a bankrupt or insolvent or shall make an assignment for the benefit of its creditors o~ shall admit in writing its inability to pay its debts generally as they become due,. or if a petition or answer proposing the adjudication of the Company as a bankrupt or its reorganization under any present or future federal bankrupt act or any similar or state law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety ( 90) days after the filing thereof, or a receiver, trustee or liquidator of the Company or of all or any substantial portion of. the Project shall be appointed in proceeding brought any against" the Company and shall not be discharged within ninety ( days after such appointment or if 90) the estate or interest of ' the Company in the Project or a part thereof shall be levied upon or attached in any proceedings and such process shall not be vacated or discharged within sixty ( 60) days after such levy or attachment, or the Company shall liquidate other than a resul t of as a merger or consol idation of the Company into with a partnership or or corporation under the condi- tions permitting such actions contained in Section 8. 03 hereof). E) The occurrence of a default under the Indenture, Guar- anty or the Mortgage. F) Default bythe Company in any payment of the principal of, premium, if any, interest on any other obligation for money or borrowed or received as an advance ( or any obligation under condi- t ional sale or other ti tIe retention agreement, any obI igation under any lien or security interest encumbering the Project or any part thereof, whether permitted hereby, or any obligation not issued or assumed full partial payment for property whether as or or not secured by purchase money mortgage, or any obligation under notes payable or drafts accepted representing extensions of credit) beyond any period of grace provided with respect thereto, or default by the Company in the performance of any other agree- ment, term condition contained in any agreement under which or any such obligation is created or by which it is evidenced, if the effect of such defaul t is to cause, or to permit the holder or holders of such obligation ( or a trustee on behalf of such holder or holders) to cause, such obligation to become due prior to its stated maturity or the Project or any part thereof to be sold or the Company to be deprived of the possession or use thereof. 40  o