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

security and authorizes the Mayor or the Mayor Pro Tem to endorse and a~ the Amended Note, sign in the name of and on behalf of the Issuer, to the Trustee. Section!. That the form, terms and provisions of the proposed Flrs~ Amendment to Bond Purchase Agreement be, and they hereby are, ln all respects, approved. That the Mayor or the Mayor Pro Tem and the City Clerk or any member of the City Council o~ the Issuer be, and they hereby are, authorized, empowered and dlrected to execute, acknowledge and deliver the First Amendment to Bond Purchase Agreement in the name and on behalf of the Issuer and, thereupon, to cause the First Amendment to Bond Purchase Agreement to be executed, acknowledged and delivered to the Borrower and the Purchaser; that the First Amendment to Bond Pu~ chase ~ greement is to be in substantially the form presented to thlS meetlng and hereby approved, or with such changes therein as shall be. approved. by the officials of the Issuer executing the same, thelr executlon thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Indenture presented to this meeting; and that, from and after the execution and of delivery the First Amendment to Bond Purchase Agreement, the officials, andagents of employees  o'j~'" tj4lll!'-.,. 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 Amendment to Bond Purchase Agreement as executed. Section 5. That the Amended Bonds are hereby authorized to be Issued in the aggregate principal amount of 7, 500, 000; that the Bonds will be dated the date of issuance thereof and will be payable as set forth in the Indenture, as the First Supplement to Indenture; that the supplemented by Amended Bonds may be in the form of one or more typewr i t ten registered Amended Bonds, payable in such medium of payment and at such place, subject to such terms of redemption and containing such other terms and provisions specif ied in the Indenture, as supplemented by the First Supplement to Indenture, and the Loan Agreement, as amended ( as executed and delivered); that the Amended Bonds shall be executed in the name of the Issuer with the manual signatures of the Mayor or the Mayor Pro Tem and the City Clerk or any member of the City Council of the Issuer, and the seal of the Issuer shall be affixed thereto; and that the Mayor or Mayor Pro Tem or the City Clerk or any member of the City Council shall cause the Amended Bonds, as so executed and attested, to be delivered to the Trustee for authentication. Section 6. That the form of the Amended Bonds submitted to this meeting as the same appears in the Indenture, as supplemented by the First Supplement to Indenture, subject to appropr ia te insertion' and revision in order to comply wi th the provisions and intention of said Indenture be, and the same hereby is, approved and, when the Amended Bonds shall have been executed on behalf of the Issuer in the manner contemplated by the Indenture, as supplemented by the First Supplement to Indenture, and this Resolution in the pr incipal amount of $ 7, 500, 000, it shall represent the approved form of the Amended Bonds of the Issuer. Section 7. That the Amended Bonds are limited obligations of the Issuer payable solely from payments of principal and interest made by the Borrower on the Amended Note in substantially the form attached to the First Amendment to Loan Agreement, except to the extent that the principal of, premium, if any, and interest on the Amended Bonds may be paid out of money attributable to Bond proceeds or from temporary investments, or from other moneys, if any, accruing to the Trustee for the benefit of the holders of the Amended Bonds; that the Amended Bonds do not and shall never constitute an indebtedness or a charge against the general credi t or taxing power of the Issuer; and that by the Indenture, as supplemented the Issuer will assign or pledge to the Trustee certain of the Issuer' s rights under the Loan Agreement, as amended, including without limitation the right of the Issuer to receive payments under the Amended Note, all as security for the payment of the Amended Bonds. The Amended Bonds will also be secured by, among other instruments, the Mortgage, creating a mortgage lien on the Project. Section~. That the Mayor, Mayor Pro Tem, City Clerk or anymember of the City Council of the Issuer be, and each is hereby, authorized, empowered and directed to issue to the Purchaser the Amended Bonds in the principal amount of $ 7, 500, 000 in exchange for the Original Bonds. That a private sale of the Amended Bonds to the Purchaser is authorized and approved, a public sale being inappropriate in light of current market conditions. Section 9. That, from and after the execution and delivery of said documents, the proper 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 wi th the provisions and intention of said documents as executed and to further the purposes and intent of this Resolution, including the preamble hereto.  I TABLE OF CONTENTS SECTION HEADING PAGE 1 Pa r ties. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reci tals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 . . . . . . . . Section 1. Terms and Definitions............................. 2 of the Borrower......... 3 Section 2. Additional Representation Section 3. Disbursements from the Construction Fund.......... 4 Section 4. Investment of Moneys in Construction Fund the and Bond Fund.................................... 4 4 Section 5. The Loan, Loan Repayments and Other Payments...... Section 6. Events of Defaul t. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . and of Note......... 5 Section 7. Optional Required Prepayments 5 Section 8. Nonrecourse Obligation............................ Section 9. Execution and Delivery of Amended Note............ 6 and Effect................ 6 Section 10. Loan Agreement in Force S i 9 na t u res. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Exhibit A - Form of Note i-  I" FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT, dated as of December 15, 1985, to Loan Agreement dated as of December 15, 1984 ( the " Loan Agreement") by and between the CITY OF FORT WALTON BEACH, FLORIDA, a public body corporate and politic and a political subdivision of the State of Flor ida ( the " Issuer" ) and PERRY an ST., LTD., Alabama limited partnership ( the " Borrower"); WIT N E SSE T H: the WHEREAS, Florida Industrial Development Financing Act ( Part of Chapter 159 of Florida Statutes), II as amended ( the Act"), authorizes and empowers the Issuer to issue revenue bonds and to lend the proceeds therefrom for the purpose of financing the costs of a " Project" as defined in the Act; and WHEREAS, the authority granted to it by the pursuant to Act, and pursuant to of that certain Indenture of Trust the 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 to the terms of that certain Bond Purchase Agreement dated as of December l5, 1984 ( the " Bond Purchase Agreement") by and among the Issuer, Perry St., Ltd., an Alabama limited partnership ( the " Borrower") and Capital Holding Corporation ( the " Purchaser"), the Purchaser or certain affiliates of the Purchaser purchased the Bonds; and WHEREAS, the Issuer and the Borrower have entered into 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 acquisi tion and construction of a certain shopping