Fort Walton Beach Resolution — 85-60-Issuance of IdRB-Perry Street Ltd — reading text

I~ io........ I1 Ii II City of Fort Walton Beach if II i' HOME OF THE ~~ g~ 85- 60 A RESOLUTION AUTHORIZING THE ISSUANCE OF AMENDING INDUSTRIAL DEVELOPMENT BONDS ( PERRY ST., LTD. PROJECT) BY THE CITY OF FORT WALTON BEACH, FLORIDA; APPROVING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO LOAN AGREEMENT DATED AS OF DECEMBER IS, 1985, A FIRST SUPPLEMENT TO INDENTURE OF TRUST DATED AS OF DECEMBER lS, 1985 AND A FIRST AMENDMENT TO BOND PURCHASE AGREEMENT DATED AS OF DECEMBER l5, 1985; APPROVING THE AMENDED BONDS; AUTHORIZING THE EXCHANGE THEREOF FOR OUTSTANDING BONDS; AND RELATED MATTERS. WHEREAS, pursuant to the Florida Industrial Development Financing Act, Part II of Chapter 159 of Florida Statutes, as supplemented and amended ( the " Act"), the Ci ty of Fort Wal ton Beach, Florida, a public body corporate and politic and a subdivision of the State of Florida ( the " Issuer") is authorized to issue its industrial development revenue bonds for the purpose of financing a " project" as defined in the Act; and WHEREAS, pursuant the authority granted to it by the to Act, and pursuant to theof that certain Indenture of Trust terms dated as of December 15, 1984 ( the " Indenture") by and between the Issuer and the Trustee, the Issuer, on December 20, 1984, issued and sold its Industrial Development Revenue Bonds ( Perry St., Ltd. Project) in the aggregate principal amount of $ 7, 500, 000 ( herein- after referred to as the " Bonds"); and WHEREAS, pursuant of to the Bond the Purchase te,rms Agreement, Capital Holding Corporation, located in Louisville, Kentucky ( the " Purchaser") or certain affiliates of the Purchaser purchased the Bonds; and WHEREAS, the Issuer St., Ltd., and Perry an Alabama limited partnership ( the " Borrower") have entered into that certain Loan Agreement dated as of December l5, 1984 ( the " Loan Agreement"), providing for the Issuer to lend the proceeds from the sale of the Bonds to the Borrower to finance a portion of the costs of acquisition and construction of a certain shopping center the " Project") to be located in the City of Fort Walton Beach, Flor ida; and pursuant to the terms of the Loan Agreement the Borrower executed and delivered its Promissory Note dated December 20, 1984 in the principal amount of $ 7, 500, 000 ( the Note") payable to the Issuer, and the Issuer has assigned the Note to the Trustee as security for the Bonds; and  WHEREAS, as security for its obligations under the Note, and the Borrower has executed and delivered that certain Mortgage the " Mortgage") Security Agreement dated as of December l5, 1985 ( from the Borrower to constituting a first mortgage the Trustee, lien on the Project, and that certain Assignment of Rents and 1984 ( the " Assignment of Rents and Leases dated as of December l5, Leases") from the Borrower to the Trustee, relating to rents from and leases of portions of the Project; and WHEREAS, unforeseen circumstances the Project has due to at the not progressed according to the Borrower' s expectations Bonds issued, and accordingly, the Issuer, the time the were Borrower and the Purchaser ( on behalf of the holders of all of the have certain amendments to the Bonds, the Bond Bonds), requested and Purchase Agreement, the Loan Agreement and the Indenture; it is necessary and proper for the interests of WHEREAS, the Issuer and its inhabitants to authorize the issuance of amended Bonds ( the " Amended Bonds"),' dated the date of issuance thereof, in an aggregate principal amount equal to the Bonds now i.e., $ 7, 500, 000, for the outstanding ( the " Outstanding Bonds"), the said amendments and facili tating the purpose of reflecting continued development of the Project; and authorize the WHEREAS, it is necessary for the Issuer to execution and of the following described documents in delivery substantially the forms before this meeting: l) A First Amendment to Loan Agreement ( the " First Amendment to Loan Agreement"), of December 15, dated1985,as between the Issuer and the Borrower and an Amended Note, in the form attached to the First Amendment to Loan Agreement, loan evidencing the obligation of the Borrower to repay the of the proceeds of the Amended Bonds; First Indenture to of Trust ( the 2) A Supplement First to Indenture"), dated as of December l5, Supplement 1985, between the Issuer to AmSouth Bank N. A., as Trustee forth the terms, conditions and the " setting Trustee"), security requirements for the Amended Bonds; and 3)First Amendment to Bond Purchase Agreement ( the A First Amendment to Bond Purchase Agreement"), dated as of Issuer, the Borrower and the December 15, 1985, among the Purchaser, setting forth the terms and conditions upon which the Purchaser has agreed to exchange the Outstanding Bonds for the Amended Bonds; and - NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fort Walton Beach, Florida, as follows: Section I. That this Resolution is adopted and the Amended Bonds herein authorized are issued pursuant to the Issuer' s powers and in accordance with the Act and other applicable provisions of law.  c CJ Section 2. That form, the terms and provisions of the proposed Supplement F~ rst Indenture to be, and they hereby are, in all respects approved. That the Mayor or the Mayor Pro Tern and the City Clerk or any member of the City Council of the Issuer be, and they hereby are, authorized, empowered and directed to execute, acknowledge and deliver the First Supplement to Indenture in the name and on behalf of the Issuer and, thereupon, to cause the First Supplement to Indenture to be executed, acknowledged and delivered to the Trustee; that the First Supplement to Indenture is to be in substantially the form presented to this meeting and hereby approved, or with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of First Supplement to Indenture presented to this meeting; and that, from and after the execution and delivery of the First Supplement to Indenture, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the First Supplement to Indenture as executed. Section 3. That the form, terms and provisions of the proposed First Amendment to Loan Agr'eement be, and they hereby are, in all respects approved. That the Mayor or the Mayor Pro Tem and the City Clerk or any member of the City Council of the Issuer be, and they hereby are, authorized, empowered and directed to execute, acknowledge and deliver the First Amendment to Loan Agreement in the name and on behalf of the Issuer and, thereupon, to cause the First Amendment to Loan Agreement to be executed, acknowledged and delivered to the Borrower; that the First Amendment to Loan Agreement is to be in substantially the form presented to this meeting and hereby approved, or with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or r 3ions therein from the form of First Amendment to Loan Agreement presented to this meeting; and that, from and after the execution and delivery of the First Amendment to Loan Agreement, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the First Amendm~ nt to Loan Aqreement as executed. That the form, terms and provisions of the p~ oposed Amended Note in substantially the form attached to the Flrst Amendment to Loan Agreement be, and they hereby are in all respects approved, that the Issuer hereby accepts such' Amended' Note as for the loan of the proceeds of the Bonds