SEVENTH AMENDMENT TO AGREEMENT
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MOYLE, FLANIGANjKATz., KOLINS, RAYMOND 4 SHEEHAN, P.A.
A rrORNEYS AT LA W
625 North Fl.gler Drive - 9. floor
We$t Palm Beach, florida 33401-4025
P.O. 80)(, USI
West Palm Beach. FJorida33402-3888
TelephDne: (561) 659-7S00
facsimile: (S61) 659.1789
MARX E. RA VAlOND
Direct Line: (S61) 822-0380
E-mail: mraymond@moyleJaw.eom
Tallahassee Office
(ISO) 681-3&21
FAX TRANSMISSION COVER SHEET
NAME
(; We..A
FAX NUMBER
1J-I.,6V~-~O~1
RICI'VlD
nEe 0,"7 1999
CITY ATTORNEY
Sender:
Direct Line:
Fax Number:
Mark Raymond
(561) 822-0380
(561) 659-1789
Date:
File Name and Number:
Total Number of Pages ancluding Cover Page):
G:\U56IlS\M YIIIONClM\FAX COVCllSHetr...,.
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PREPARED BY AND RETURN TO:
MARK E. RAYMOND, ESQ.
MOYLE, FLANIGAN , KATZ,
KOUNS, RAYMOND & SHEEHAN, P.A.
PO BOX 3888
WE~T PALM BEACH, FL 33042
SEVENTH AMENDMENT TO AGREEMENT WITH
CHI CHI RODRIGUEZ YOUTH FOlJ!IDATION, INC.
This Seventh Amendment to Agreement with Chi Chi Rodriguez Youth Foundation, Inc.
(this "Seventh Amendment") is made as of the pI day of August, 1998, by and between the City
of Clearwater, Florida, a municipal corporation (the "City") and Chi Chi Rodriguez Youth
Foundation, Inc., a Florida corporation not-for-profit (the "Foundation").
WHEREAS, the City and the Foundation have heretofore entered into that certain
"Agreement," dated November 12,1985, as amended by the "Amendment to Agreement with Chi
Chi Rodriguez Youth Foundation, Inc., " dated March 5, 1987, the "Amendment to Agreement, "
dated February 16, 1988 , the "Third Amendment to Agreement," dated November 20, 1989, the
"Fourth Amendment to Agreement with Chi Chi Rodriguez Youth Foundation, Inc." dated
November 1, 1990 and the "Fifth Amendment with Chi Chi Rodriguez Youth Foundation, Inc.,"
dated March 30, 1992 and the "Sixth Amendment to Agreement with Chi Chi Rodriguez Youth
Foundation, Inc." dated May 21, 1993 (collectively, the "Original Agreement"); and
WHEREAS, pursuant to the Original Agreement the City leased certain property to the
Foundation; and
WHEREAS, the Foundation is, of even date herewith, incurring liabilities to NationsBank,
N.A. pursuant to that certain Reimbursement and Loan Agreement dated as of August 1, 1998 by
and between the Fou,ndation and NationsBank, N.A. (the "Bank"), a copy of which is attached
hereto as Exhibit A (the "Reimbursement Agreement"); and
WHEREAS, the parties desire to further amend the Original Agreement;
NOW, THEREFORE, in consideration of the premises and other consideration, the receipt
and sufficiency is hereby acknowledged by the parties hereto, the parties heretodo hereby agree
as follows:
Section 1. The City acknowledges that the loan made by the City to the Foundation
pursuant to paragraph 1 of the Third Amendment to Agreement which added paragraph 36 of the
Original Agreement has been paid in full and accordingly, paragraph 36 of the Original Agreement
is hereby deleted in its entirety.
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Section 2. Paragraph 11 of the Original Agreement is hereby amended by adding
thereto the following language:
In addition to, and not in limitation of, the foregoing, the City hereby consents to
the leasehold mortgage granted by the Foundation to the Bank and Pinellas County
Industry Council pursuant to that certain "Mortgage and Security Agreement" in
form attached hereto as Exhibit B.
Section 3. The City and the Foundation agree that for purposes of paragraph 35 of the
Original Agreement created by Section 2 of the Amendment to Agreement dated March 5, 1987,
amounts owing by the Foundation to the Bank pursuant to the Reimbursement Agreement
(including the "Note" referred to therein), shall be deemed to be amounts owing pursuant to a
"loan", the Bank shall be deemed to be a "Lender" and the obligation of the Foundation to pay the
Bank amounts under the Reimbursement Agreement shall be deemed "loan repayment"
obligations. In addition, the City and the Foundation agree that for so long as any amounts are
owing to the Bank pursuant to the Reimbursement Agreement, the Bank shall be the only "Lender"
within the meaning of paragraph 35 of the Original Agreement.
Section 4. The City and the Foundation agree that for purposes of paragraph 7 of the
Fifth Amendment of Agreement with Chi Chi Rodriguez Youth Foundation, Inc. the Bank shall
be deemed to be the "Lender" and the phrase "all unpaid principal, accrued interest, costs, fees
and additional sums expended for the preservation and protection of the Lender's collateral" shall
include all amounts due by the Foundation to the Bank pursuant to the Reimbursement Agreement
(including the Note referred to therein).
Section 5. All of the terms and conditions of the Original Agreement which are not
expressly amended hereby shall continue in full force and effect and are incorporated by reference
as if set forth herein in full.
Section 6. The Foundation hereby agrees to pay all costs, fees and expenses of the City
and its counsel incurred in connection with the preparation and adoption of this Amendment.
[Signatures on next page]
2
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IN WITNESS WHEREOF, the undersigned parties have set their hands as of the day and
year first above written.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
1l
Michael J. Roberto, City Manager
AZLr fonn:
Pamela K. ~kin, City Attorney
Attest:
CHI CHI RODRIGUEZ YOUTH
FOUNDATION, INC.
By:
Polly Bateman, Executive Vice President
3
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this 3rd day of August, 1998, by
Michael J. Roberto, as City Manager, Rita Garvey, as Mayor Commissioner and Cynthia E.
Goudeau, as City Clerk of the City of Clearwater, Florida, a Florida municipality, on behalf of
the City, and they are personally known to me.
STATE OF FLORIDA
)
~t1.QA-~
No Public
l~l:':or.~'~\ JANIS M. PRZYWARA
:'i :'s MY cor.t.VSSION , CC406877 EXPIRES
~. . ~"i SlIpIemIler 18 1998
..;a'..~,~~;.. IOHIlED TIIlU TNlY FAIl i.suwo:. ltC,
(NOTARY STAMP)
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this 5th day of August, 1998, by
Polly Bateman, as Executive Vice-President of Chi Chi Rodriguez Youth Foundation, Inc., a
Florida corporation not-for-profit, on behalf of the corporation, and she is personally known to
me.
Notary Public
(NOTARY STAMP)
4
c.eA ~ J.. {I\ p..r ~ ~/ d).L/. q (~(i : {}l ~ CLu\ k- It's t/.A..~
A~ORC!TM CERTIFICATE OF LIABILITY INSURAN4E
Acordia SE, Central Fla Divsn
P.O. Box 31666
Tampa, FL 33631-3666
727-796-6666
DATE IMMIDDIYYI
02/23/99
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCE:!; .
INSURERS AFFORDING COVERAGE
INSURED
Chi Chi Rodriguez Youth
Foundation, Inc.
3030 McMullen Booth Road
Clearwater FL 33761
COVERAGES
INSURER A:
INSURER B:
INSURER C:
INSURER 0:
INSURER E:
Travelers Indemnity Co,
Travelers Indemnity Co, of III
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I~i': TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
A ~ERAL LIABILI~Y.._~_ Y660607G5167 2/01/99 2/01/00 EACH OCCURRENCE $ 1000000
. -- ----- -- ---
X COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Anyone fire) $ 50000
I CLAIMS MADE W OCCUR MED EXP (Anyone person) $ 5000
PERSONAL & ADV INJURY $ 1000000
GENERAL AGGREGATE $ 2000000
~'L AGGREn LIMIT APn PER: PRODUCTS - COMP/OP AGG $ 2000000
POLICY ~~9~ LOC
B ~TOMOBILE LIABILITY Y810861K8196 2/01/99 2/01/00 COMBINED SINGLE LIMIT
(Ea accident) $ 1000000
- ANY AUTO
ALL OWNED AUTOS BODILY INJURY
- $
L SCHEDULED AUTOS I Per person)
HIRED AUTOS BODILY INJURY
- $
--K.. NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
~ ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS LIABILITY EACH OCCURRENCE $
::J.OCCUR D CLAIMS MADE AGGREGATE $
$
~ DEDUCTIBLE $
RETENTION $ .. --
$
B WORKERS COMPENSATION AND UB290K7260 2/01/99 2/01/00 I T'1.~H~~~;, I IOJ~-
EMPLOYERS' LIABILITY
E,L. EACH ACCIDENT $ 100000
E.L. DISEASE - EA EMPLOYEE $ 100000
E,L. DISEASE - POLICY LIMIT $ 500000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
CERTIFICATE HOLDER IS ADDITIONAL INSURED,
GLEN OAKS GOLF COURSE AT 1345 COURT ST, CLEARWATER, FL &
CHI CHI RODRIGUEZ GOLF COURSE AT 3030 MCMULLEN BOOTH RD, CLEARWATER,FL
CERTIFICATE HOLDER I X I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
CITY OF CLEARWATER DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
ATTN: DEBBIE RICHTER NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
P. O. BOX 4748 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
CLEARWATER, FL 33758 REPRES!NTATIVES. /j
AOTHORIiED REPRESENT:;::; ( ~.
I \ //.?~/? ~ -A
ACORD 25-S (7/97) 7- 50 (7 / @ACORD CORPORATION 1988
..
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IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-8 (7/97)
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REIMBURSEMENT AND LOAN AGREEMENT
Dated as of August 1, 1998
By and Between
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..........
CHI CHI RODRIGUEZ YOUTH FOUNDATION, INC.
and
NATIONSBANK, N.A.
T ABLE OF CONTENTS
(This Table of Contents is for ease of reference only and should not be considered
a part of the document)
Eage
SECTION 1 DEFINITIONS
1.1 DefInitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2 AMOUNT AND TERMS OF THE LETTER OF CREDIT AND THE NOTE
2. 1 The Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Reimbursement.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.3 Letter of Credit Fee .....................-................ 10
2.4 Capital Adequacy. . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.6 Obligations Absolute. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.7 Time and Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3 CONDITIONS PRECEDENT
3.1 Conditions Precedent .................................... 12
~
SECTION 4 COVENANTS, REPRESENTATIONS AND WARRANTIES
4.1 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.2 Representations.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5 EVENTS OF DEFAULT
5.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
5.2 Acceleration; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
5.3 Rights Not Exclusive ..................................... 22
5.4 Subrogation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6 COLLA TERAL
6.1 Grant of Security Interest in the Pledged Bonds. .................. 23
6.2 Mortgage and Security Agreement. . . . . . . :. . . . . . . . . . . . . . . . . . . . 23
6.3 Agreements relating to Pledged Collateral. . . . . . . . . . . . . . . . . . . . . . . 23
6.4 Remedies...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.5 Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 7 MISCELLANEOUS
7.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
<]i'I;;,",
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7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
7.10
7.11
7.12
7.13
7.14
7.15
7.16
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
Amendments, Etc. ...................................... 26
No Waiver; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Indemnification ............................... . . . . . . . . . 26
Continuing Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Transfer of Letter of Credit ....................;.......... . 27
Limited Liability of the Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Costs, Expenses and Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Satisfaction Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Governing Law ........................................ 29
Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
No Oral Agreement ..................................... 29
Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Headings ............................................ 29
Form of Letter of Credit
Form of Note
Payment Schedule
First Amendment to Guaranty
Seventh Amendment to Lease
REIMBURSEMENT AND LOAN AGREEMENT
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Tms REIMBURSEMENT AND LOAN AGREEMENT dated as of August 1, 1998 (this
"Reimbursement Agreement"), is by and between cm cm RODRIGUEZ YOUTH
FOUNDATION, INC., a Florida not-for-profit corporation with its principal place of business
at 3030 North McMullen Booth Road, Clearwater, Florida 33761 (the "Borrower"), and
NATIONSBANK, N.A., a national banking association with a place of business at 400 North
Ashley Drive, 2nd Floor, Tampa, Florida 33631 (the "Bank" or the "Lender").
WITNESSETH:
WHEREAS, the Pinellas County Industry Council, a public body corporate and politic
duly organized and existing under the laws of the State of Florida (the "Issuer"), has authorized
the issuance and sale of $2,100,000 in aggregate principal amount of its Variable Rate Demand
Revenue Bonds (Chi Chi Rodriguez Youth Foundation Project), Series 1998 (the "Bonds"),
pursuant to the terms of that certain Trust Indenture and Assignment of Mortgage dated as of even
date (as hereafter amended and supplemented, the "Indenture"), between the Issuer and Norwest
Bank Minnesota, N.A., as Trustee thereunder (the "Trustee");
( [,
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WHEREAS, the Issuer and the Borrower have entered into a Loan Agreement dated as
of even date (as hereafter amended and supplemented, the "Loan Agreement") whereby the Issuer
shall loan to the Borrower the proceeds of the Bonds (the "Loan") to be used by the Borrower to
(i) refinance certain indebtedness incurred by the Borrower to finance capital projects for the
Borrower as described in the Loan Agreement and (ii) pay costs of issuance of the Bonds and other
related costs, which Loan Agreement and the rights thereunder (other than certain rights of the
Issuer as specified in the Indenture) have been assigned by the Issuer to the Trustee for the benefit
of the holders of the Bonds;
WHEREAs, as security for the repayment of the Loan and the Bonds and in accordance
with the terms of the Indenture,the< BOI'Iow~rhas requested that the Bank issue the Letter of
Credit (as heremafter defined) pursuant to the terms of this Reimbursement Agreement; and
WHEREAS, the Bank is willing to issue the Letter of Credit on the terms and conditions
hereinafter set forth;
WHEREAS, the Borrower has requested that the Bank make a loan to the Borrower in the
amount of $172,420.00 in order to finance costs of issuance of the Bonds that cannot be financed
with proceeds of the Bonds and to accept in evidence thereof the Borrower's promissory note,
dated August 6, 1998, in the principal amount of $172,420.00 (the "Note"); and
WHEREAS, the Bank is willing to make the loan to the Borrower evidenced by the Note
(the "Bank Loan") on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the
Borrower agree as follows:
SECTION 1
~~
DEFINITIONS
1.1 DefInitions. As used herein, the following terms shall have the meanings herein
specified unless the context otherwise requires. Terms used but not otherwise defined herein shall
have the meanings provided in the Indenture. All accounting terms utilized herein, unless
otherwise specified, shall have the meanings generally ascribed thereto by generally accepted
accounting principles, as in effect from time to time, consistently applied.
"Anniversary Date" means the same day and month as the Date of Issuance
occurring in any subsequent year.
"Available Amount" means the face amount of the Letter of Credit, initially equal
to $2,124,164.38, representing a $2,100,000 principal portion and a $24,164.38 interest portion
to cover thirty-five (35) days' interest on the Bonds at the Maximum Rate, as such amount is
reduced and reinstated from time to time pursuant to the terms of the Letter of Credit.
hereto.
"Bank" or "Lender" shall have the meaning assigned to such term in the Recitals
"Bank Loan" shall have the meaning assigned to such term in the Recitals hereto.
(jw
"Bankruptcy Default" means the occurrence of any event or condition of the types
described in Sections 5.1 (f) or 5.1 (g) of this Reimbursement Agreement.
"Bond Documents" means the Indenture, the Loan Agreement, the Bonds, the
Placement Agreement and the Remarketing Agreement, collectively or individually, as
appropriate, each as amended, modified and extended from time to time.
"Bonds" shall,have the ~eaning assi~ned to 'such term in the Recitals hereto.
"Borrower" shall have the meaning assigned to such term in the Recitals hereto.
"Business Day" means any day except (i) a Saturday or Sunday, (ii) a day on which
the Trustee, the Remarketing Agent or the paying office of the Bank is lawfully closed, or (iii) a
day on which the New York Stock Exchange or DTC is closed. For purposes of this definition,
"paying office of the Bank" means the Bank office responsible for making payments under any
Letter of Credit.
"Cash Flow Coverage Ratio" means, as to any Fiscal Year, the ratio of (a) the sum
of the change in unrestricted net assets of the Borrower, plus depreciation, plus interest expense
plus amortization (excluding amortization of any discount on any land lease receivable) to (b) the
sum of interest expense plus the current maturities of Long-Term Debt plus current capital lease
obligations .
2
"Casualty Loss" shall have the meaning assigned to such term in Section 4.1(c)
hereof.
"Code" means the Vniform Commercial Code in effect from time to time in the
applicable jurisdiction.
"Collateral" shall have the meaning assigned to such term in Section 6.2 hereof.
"Date of Issuance" means the date on which the Letter of Credit is issued and
becomes effective.
"Default" means any event which, with notice or lapse of time, or both, would
become an Event of Default.
"Default.Rate't means the Prime Rate plus four percent (4%) per annum, but in no
event in excess of the maximum lawful rate.
-
)
"Environmental Laws" means all laws relating to environmental matters,
including, without limitation, those relating to fmes, orders, injunctions, penalties, damages,
contribution, cost recovery compensation, losses or injuries resulting from the release or
threatened release of Hazardous Materials and to the generation, use, storage, transportation, or
disposal of Hazardous Materials, in any manner applicable to the Borrower or the Project,
including, without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 V.S.C. ~9601 et seq.), the Hazardous Material Transportation Act (49 V.S.C.
~1801 et seq.), the Resource Conservation and Recovery Act (42 V.S.C. ~6901 et seq.), the
Federal Water Pollution Control Act (33 V.S.C. ~1251 et seq.), the Clean Air Act (42 V.S.C.
~7401 et seq.), the Toxic Substances Control Act (15 V.S.C. ~260l et seq.), the Occupational
Safety and Health Act (29 V.S.C. ~651 et seq.) and the Emergency Planning and Community
Right-to-Know Act (42 V.S.C. ~11001 et seq.), each as amended or supplemented, and any
analogous future or present local, state and federal statutes and regulations promulgated pursuant
thereto, each as in effect as of the date of determination.
"ERISA" means the Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Event of Default" shall have the meaning a.ssigned to such term in Section 5.1
hereof.
"First Amendment to Continuing and Uncomijtional Guaranty" means the First
Amendment to Continuing and Vnconditional Guaranty dated as of August I, 1998, made by the
City of Clearwater, Florida, and consented to by the Bank and the Borrower, in the form attached
hereto as Exhibit D.
"Fiscal Year" means, with respect to the Borrower, the fiscal year of the Borrower,
jft]} which shall end on each successive June 30 unless consented to the contrary by the Bank.
3
"Governmental Authorities" means all governmental and quasi-governmental
(including health and environmental) offices, officers and officials with jurisdiction over the
Lender, the Borrower, any portion of the Collateral or any aspect of the Borrower I s operations.
"Hazardous Materials" means (i) any chemical, material or substance defmed as
or included in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "toxic substances" or words of similar import under any applicable Environmental
Laws, (ii) any oil, petroleum or petroleum derived substance, any drilling fluids, produced waters
and other wastes associated with the exploration, development or production of crude oil, any
flammable substances or explosives, any radioactive materials, any hazardous wastes or
substances, any toxic wastes or substances or any other materials or pollutants which (a) pose a
material hazard to any property of the Borrower or to persons on or about such property, or
(b) cause such property to be in violation of any Environmental Laws, (iii) asbestos in any form
which is or could become friable, urea formaldehyde foam insulation, electrical equipment which
contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty
parts per million, and (iv) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority or mayor could pose a hazard to
the health and safety of the owners, occupants or any persons surrounding the Premises.
-
)
"Indebtedness" means, as to any Person (a) all indebtedness for borrowed money
or for notes, debentures, on other debt securities, (b) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for borrowed money,
( c) liabilities for all or any part of the deferred purchase price of property or services,
(d) liabilities secured by any lien on any property or asset owned or held by such Person regardless
of whether the indebtedness secured thereby shall have been assumed by or is a primary liability
of such Person, (e) capitalized lease obligations, and (f) liability as surety or guarantor for
Indebtedness of another Person.
"Indemnitee" shall have the meaning assigned to such term in Section 7.5 hereof.
"Indenture" shall have the meaning assigned to such term in the Recitals hereto.
"Issuer" shall mean Pinellas County Industry Council.
"Letter of Credit" shall have the meaning assigned to such term in Section 2.1
hereof.
"Letter of Credit Documents" means this Reimbursement Agreement, the Pledge
Agreement, the Mortgage and Security Agreement, the First Amendment to Continuing and
Unconditional Guaranty, the Seventh Amendment to Lease, the Note, all related fmancing
statements, the Letter of Credit and all other documents evidencing, securing or otherwise relating
. ~:[U\,;;)
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to the Obligations collectively or individually, as appropriate, each as amended, substituted,
replaced, modified and extended from time to time.
"Letter of Credit Fee" shall have the meaning assigned to such term in Section 2.3
hereof.'
"Liquidity Advance" shall have the meaning assigned to such term in Section
2.2(b) hereof.
"Loan" shall have the meaning assigned to such term in the Recitals hereto.
"Loan ~greement" shall have the meaning assigned to such term in the Recitals
hereto.
"Long Term Debt" means Indebtedness payable more than one year after the
creation thereof.
"Maximum Rate" means twelve percent (12 %) per annum.
"Mortgage and Security Agreement" means the Mortgage and Security Agreement
dated as of August 1, 1998 between the Borrower, the Issuer and the Bank.
.-
)
"Note" shall mean the Promissory Note, dated August 6, 1998, in the principal
amount of $172,420.00, made by the Borrower payable to the Bank, and the form attached hereto
as Exhibit B.
"Obligations" means, at any time, the sum of (i) the maximum amount which is,
or at any time thereafter may become, available to be drawn under the Letter of Credit, assuming
compliance with all requirements for drawings thereunder, plus (ii) the aggregate amount of all
drawings under the Letter of Credit honored by the Bank but not theretofore reimbursed, plus
(iii) all amounts owing by the Borrower pursuant to the Note, plus (iv) any interest, fees or other
obligations or amounts owing by the Borrower to the Bank under this Reimbursement Agreement,
the other Letter of Credit Documents or the other Transaction Documents.
"Optional Tender Drawing" shall have the meaning assigned to such term in
Section 2.2(b) hereof.
"Permitted Encumbrances" shall have the meaning ascribed thereto pursuant to
the Mortgage and Security Agreement.
"Permitted Liens" means:
(i) Liens arising by reason of good faith deposit with the Borrower in
connection with tenders, leases of real estate, bids or contracts (other than contracts for the
payment of money), deposits by the Borrower to secure public or statutory obligations, or to
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5
secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of
taxes or assessments or other similar charges;
(ii) Any lien arising by reason of deposits to enable the Borrower to maintain
self-insurance or to participate in any funds established to cover any insurance risks or in
connection with worker's compensation, unemployment insurance, old age pensions or other social
security, or to share in the privileges or benefits required for companies participating in such
arrangements;
(iii) Any judgment lien against the Borrower so long as such judgment is being
contested and execution thereon is stayed, and so long as such lien or contest shall not materially
impair the ability of the Borrower to meet its obligations under this Reimbursement Agreement;
-\
)
(iv) (A) Rights reserved to or vested in any municipality or public authority by
the terms of any right, power, franchise, grant, license, permit or provision of law, affecting any
property, to (1) terminate such right, power, franchise, grant, license or permit, provided thatthe
exercise of such right would not materially impair the use of such property or materially and
adversely affect the value thereof, or (2) purchase, condemn, appropriate or recapture, or
designate a purchaser of, such property, provided that the exercise of such right would not
materially impair the use of such property or materially and adversely affect such property; (B)
any liens on any property for taxes, assessments, levies, fees, water and sewer rents, and other
governmental and similar charges and any liens of mechanics, materialmen and laborers for work
or services performed or materials furnished in connection with such property, which are not due
and payable or which are not delinquent or which, or the amount or validity of which, are being
contested and execution thereon is stayed or, with respect to liens of mechanics, materialmen and
laborers, have been due for less than 31 days; (C) easements, rights-of-way, servitudes,
restrictions and other minor defects, encumbrances, and irregularities in the title of any such
property which do not materially impair the use of such property or which do not materially and
adversely affect the value thereof; (D) rights reserved to or vested in any municipality or public
authority to control or regulate any property or to use such property in any manner, which rights
do not materially impair the use of such property or materially and adversely affect the value
thereof;
(v) Any other lien with respect to property acquired after the date of this
Reimbursement Agreement which lien either secures the purchase price of that property or is a lien
to which that property is subject at the time of its acquisition;
(vi) Any lien or restriction on use, expressed or implied, on property of the
Borrower received as a gift, pursuant to the terms of such gii!; and
(vii) Any other lien or liens consented to in writing by the Bank.
"Person" means any individual, corporation, partnership, joint venture, association,
joint stock company, trust, trustee(s) of a trust, unincorporated organization or government or
governmental authority, agency or political subdivision thereof.
,:B
6
"Placement Agreement" means that certain Placement Agreement dated August
1, 1998, among the Issuer, the Borrower and NationsBank, N.A., as placement agent.
"Pledge Agreement" shall mean the Pledge Agreement dated as of August 1, 1998,
among the Borrower, the Bank and Norwest Bank Minnesota, N.A., as fiscal agent.
hereof.
"Pledged Bond(s)" shall have the meaning assigned to such term in Section 6.1
hereof.
"Pledged Collateral" shall have the meaning assigned to such term in Section 6.2
Agreement.
"Premises" means the "Real Property," as defined in the Mortgage and Security
.-
)
"Prime Rate" means the rate of interest per annum publicly announced from time
to time by the Bank as its prime rate, adjusted daily; each change in the Prime Rate shall be
effective on the date such change is publicly announced as effective. The Borrower acknowledges
that the Prime Rate is not necessarily the best or lowest rate of interest offered by the Bank. If
the Prime Rate changes, the interest rate shall be adjusted on the day of each change in the Prime
Rate during the term of this Reimbursement Agreement.. If the Bank ever fails to have or declare
a prime rate, the term Prime Rate as used herein shall mean the highest prevailing prime rate
published for the applicable period by The Wall Street Journal. The rate of interest charged on
unreimbursed drawings under the Letter of Credit and on other amounts payable under the
Transaction Documents shall not exceed applicable legal limits.
"Scheduled Termination Date" shall have the meaning assigned to such term in
Section 2.1 hereof.
"Secured Obligations" means (i) all indebtedness, obligations and liabilities of the
Borrower to the Lender under. or in connection with the Loan Agreement, this Reimbursement
Agreement, the Note or any other of the Transaction Documents, whether or not existing or
hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever
evidenced, held or acquired, and (ii) all expenses and charges, legal and otherwise, reasonably
incurred in collecting or enforcing any of such indebtedness, obligations and liabilities or in
realizing on or protecting any security therefor, including without limitation the security afforded
hereunder, together with any and all modifications, extensions, renewals and/or substitutions
thereof.
"Seventh Amendment to Lease" means that "Seventh Amendment to Agreement
with Chi Chi Rodriguez Youth Foundation, Inc." dated as of August 1, 1998 between the City of
Clearwater, Florida and the Borrower, in the form attached hereto as Exhibit E.
"Transaction Documents" means, collectively, the Bond Documents and the Letter
:.'......~...il.\.i\.! of eredl't Documents.
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7
"Trustee" shall have the meaning assigned to such term in the Recitals hereto.
SECTION 2
AMOUNT AND TERMS OF THE LETTER OF CREDIT
AND THE NOTE
2.1 The Letter of Credit. The Bank agrees, on the terms and conditions hereinafter
set forth, to issue and deliver a letter of credit to secure and support the Loan and the Bonds (as
amended, modified, extended, renewed or replaced from time to time, as provided therein, herein
and in the Indenture, the "Letter of Credit") in favor of the Trustee in the Available Amount. The
Letter of Credit will be in substantially the form of Exhibit A attached hereto. The Letter of
Credit is initially scheduled to expire on August 15, 2003 (such date, or any later date to which
the Letter of Credit may fr~m time to time be extended, as provided in the Letter of Credit, is
herein referred to as the "Scheduled Termination Date"), unless earlier terminated as provided
in the Letter of Credit. At least one (1) month prior to the Scheduled Tennination Date, the Bank
shall notify the Borrower as to whether. the Bank intends to extend the term of the Letter of Credit
and the tenns and conditions of any such extension. No course of dealing or other circumstance
shall require the Bank to extend beyond the Scheduled Termination Date.
,-
J
2.2 Reimbursement. (a) Except as otherwise provided in (b) below, in the event of
any drawing under the Letter of Credit, the Borrower unconditionally agrees to pay to the Bank,
immediately after the Bank's honoring of such drawing and upon demand by the Bank and in
immediately available funds, the full amount of each such drawing with interest thereon, if
applicable, as hereinafter provided. Except as otherwise provided in Section 2.2(b) hereof, if the
Borrower shall not reimburse the Bank for such drawing on the same day of such drawing or if
the Borrower shall otherwise fail to reimburse the Bank as herein provided, the umeimbursed
amount of the drawing shall bear interest at a per annum rate equal to the Prime Rate. Any such
interest owing on account of any such unreimbursed drawing shall be due and payable at the time
of payment of the reimbursement obligations or, if earlier, on demand.
(b) If the Bank shall make any payment of that portion of the purchase price
corresponding to principal of and interest on the Bonds drawn under the Letter of Credit pursuant
to an "Optional Tender Drawing" in the form of Annex B attached to the Letter of Credit (~n
"Optional Tender Drawing") arid the conditions set forth in (c) below all have been fulfilled, such
payment shall constitute a liquidity advance made by the Bank to the Borrower on the date and in
the amount of such payment (a "Liquidity Advance") payable as provided in (d) below; provided
that if the conditions set forth in (c) below have not been fulfilled, the amount so drawn pursuant
to the Optional Tender Drawing shall be payable in accordance with the terms of (a) above.
(c) Each payment made by the Bank under the Letter of Credit pursuant to an
Optional Tender Drawing shall constitute a Liquidity Advance hereunder only if on the date of
such payment the following statements shall be true:
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8
(i) The representations and warranties contained in the Letter of Credit
Documents are correct on and as of the date of such Liquidity Advance as though made on
and as of such date except as otherwise disclosed in writing to the Bank on or before such
date; and
(ii) No event has occurred and is continuing or would result from such
Liquidity Advance, which constitutes a Default or an Event of Default.
(d) Except as otherwise provided in Section 2.2(b) hereof, the Borrower shall
pay interest on the unpaid amount of each Liquidity Advance from the date of such Liquidity
Advance until such amount is paid in full, payable monthly, in arrears, on the fIrst day of each
month during the term of each Liquidity Advance and on the date such amount is paid in full, at
a per annum rate equal to the Prime Rate. Any amounts received by the Lender as interest
payments on Pledged Bonds shall be credited against the Borrower's obligation to pay interest
under this paragraph in accordance with the terms of Section 6.3(a) hereof.
(e) Notwithstanding any other provision hereof, the Borrower shall repay in full
the unpaid amount of each Liquidity Advance, together with all unpaid interest thereon on the
earliest to occur of (i) such date as Bonds purchased pursuant to an Optional Tender Drawing are
resold as provided in (g) below or (ii) the 180th day after the date of the Liquidity Advance.
........;;.
J
(f) The Borrower may prepay on any day the outstanding amount of any
Liquidity Advance in whole or in part, together with accrued interest to the date of such
prepayment on the date such amount is prepaid. The Borrower shall notify the Bank prior to
11 :00 a.m., Tampa, Florida time, on the date of such prepayment of the amount to be prepaid.
(g) Prior to or simultaneously with the resale of Pledged Bond(s) resulting from
any Optional Tender Drawing, the Borrower shall repay the then outstanding Liquidity Advances
(in the order in which they were made) by paying to the Bank an amount equal to the sum of (i)
the amounts advanced by the Bank pursuant to the corresponding Optional Tender Drawings
relating to such Bonds and (ii) the aggregate amount of accrued and unpaid interest on such
Liquidity Advances. Such payment shall be applied by the Bank in reimbursement of such
drawings (and as prepayment of Liquidity Advances resulting from such drawings in the manner
described herein), and the Borrower hereby irrevocably authorizes the Bank to reinstate the Letter
of Credit with respect to such remarketed Bonds in accordance with the terms hereof and thereof.
. . .
Funds held by the Remarketing Agent or the Tender Agent as a result of sales of the Pledged
Bond(s) by the Remarketing Agent shall be paid to the Bank to be applied to the amounts owing
by the Borrower to the Bank pursuant to this paragraph, and any excess resulting from optional
prepayments shall be paid to the Borrower so long as no Default or Event of Default exists. Upon
payment to the Bank of the amount of such Liquidity Advance to be prepaid, together with accrued
interest on such Liquidity Advance to the date of such prepayment on the amount to be prepaid,
the principal amount outstanding of Liquidity Advances shall be reduced by the amount of such
prepayment and interest shall cease to accrue on the amount prepaid.
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9
I~' .-
(h) Notwithstanding the foregoing, if the Letter of Credit is drawn in full, either
at the Stated Termination Date or through an acceleration of the amounts due with respect to the
Bonds, the entire amount outstanding under the Letter of Credit and hereunder, together with
interest thereon, shall be due and payable upon demand by the Bank.
2.3 Letter of Credit Fee. In addition to any other fees payable to the Bank hereunder,
for as long as the Letter of Credit is in effect, the Borrower agrees to pay to the Bank an annual
letter of credit fee (the "Letter of Credit Fee") equal to (a) for the period from the Date of Issuance
through August 15, 2003, one and 15/100ths percent (1.15%) oftbe available amount of the Letter
of Credit in effect on the Date of Issuance and on each Anniversary Date (except that no payment
shall be due on August 6, 2003, the payment made on August 6, 2002 being for the period
beginning on such date through August 15, 2003), and (b) thereafter, in the event the Bank has
elected to extend the Letter of Credit as described in Section 2.1, the amount agreed to by the
Bank and the Borrower in writing. The Letter of Credit Fee is non-refundable. The Letter of
Credit Fee will be payable in advance on the Date of Issuance and on each Anniversary Date on
which the Letter of Credit is in effect.
The Borrower also shall pay the Bank upon each transfer or amendment of the Letter of
Credit in accordance with its terms, such amount as shall at the time of any transfer or amendment
then be the charge which the Bank is customarily making for transfers or amendments of similar
letters of credit.
....a.i.l.. 2.4 Capital Adequacy. If after the date hereof, the Bank has determined that the
) adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or
any change therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Bank with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return on the Bank's
capital or assets as a consequence of its commitments or obligations hereunder to a level below
that which the Bank could have achieved but for such adoption,. effectiveness, change or
compliance (taking into consideration the Bank's policies with respect to capital adequacy), then
from time to time, within fifteen (15) days after demand by the Bank, the Borrower shall pay to
the Bank such additional amount or amounts as will compensate the Bank for such reduction.
Upon determining in good faith that any additional amounts will be payable pursuant to this
Section, the Bank will give prompt written notice thereof to the Borrower, which notice shall set
forth the basis of the calculation of such additional amounts, although the failure to give any such
notice shall not release or diminish any of the Borrower's obligations to pay additional amounts
pursuant to this Section. Determination by the Bank of amouqts owing under this Section shall,
absent manifest error, be final and conclusive and binding on the parties hereto. Failure on the
part of the Bank to demand compensation for any period hereunder shall not constitute a waiver
of the Bank's right to demand any such compensation in such period or in any other period.
2.5 The Note. The Bank agrees, on the terms and conditions hereinafter set forth, to
l[~ lend to the Borrower the amount of $172,420.00 (the "Bank Loan"). Proceeds of the Bank Loan
10
shall be used by the Borrower to pay costs of issuance of the Bonds in excess of the amount
permitted to be paid from proceeds of the Bonds under the Internal Revenue Code of 1986. The
terms and conditions of the Bank Loan shall be as set forth in the Note.
2.6 Obligations Absolute. The obligations of the Borrower under this Reimbursement
Agreement and the Note shall be absolute, unconditional and irrevocable, and shall be paid and
performed strictly in accordance with the respective terms thereof, under all circumstances
whatsoever, including, without limitation, the following circumstances:
(a) any lack of validity or enforceability of the Letter of Credit or any of the
Transaction Documents;
(b) any amendment or waiver of or any consent to departure from all or any of
the Transaction Documents;
(c) the existenceof~any 'cla4JI, setoff" defense or other rights which the
Borrower may have at any time against the Trustee, the lssuer, any beneficiary or any transferee
of the Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or
any such transferee may be acting), the Bank (other than the defense of payment to the Bank in
accordance with the terms of this Reimbursement Agreement) or any other person or entity,
whether in connection with this . Reimbursement Agreement, any of the other Transaction
Documents or any unrelated transaction;
~
) (d) any statement or any other document presented under the Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect whatsoever;
(e) payment by the Bank under the Letter of Credit against presentation of a
sight draft or certificate which does not strictly comply with the terms of the Letter of Credit;
(t) payment by the Bank under the Letter of Credit notwithstanding:
(i) any instructions of the Borrower given after the Letter of Credit is
issued not to make payment thereunder;
(ii) the occurrence of any event, including, without limitation, the
commencement of legal proceedings to prohibit payment under the Letter of Credit; or
(iii) the issuance of any order by any government agency, governing body
or court whether or not having jurisdiction in the prelll1ses prohibiting payment under the
Letter of Credit; and
(g) any other circumstance or happening whatsoever, whether or not similar to
any of the foregoing.
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11
2.7 Time and Payment. All payments by the Borrower to the Bank hereunder or under
the Note shall be made by 2:00 p.m., Tampa, Florida time, on the date due in lawful currency of
the United States in immediately available funds to the Bank. Any payment made after such time
shall be deemed to be made on the next following Business Day. Interest and the Letter of Credit
Fee payable hereunder shall be computed on the basis of actual number of days elapsed over a year
of 365/366 days. Whenever any payment under this Reimbursement Agreement or under the Note
is dueon a day which is not a Business Day, the date of payment thereof shall be extended to the
next succeeding Business Day. If the due date for any such payment is so extended or extended
for any other reason, including by operation of law, such interest and fees shall accrue and be
payable to the date of payment thereof. If any amount required to be paid by the Borrower to the
Bank under this Reimbursement Agreement, the Note or any Letter of Credit Document remains
unpaid after such amount is due (whether because of operation of law or otherwise), the Borrower
shall pay interest on such past due amount from the date due until such amount is paid in full at
the Default Rate. AU such interest shall be due and payable on demand.
SECTION 3
CONDITIONS PRECEDENT
3.1 Conditions Precedent. The obligation of the Bank to issue the Letter of Credit and
to make the Bank Loan is subject to satisfaction of the following conditions (in form and substance
~) acceptable to the Bank in its sole discretion) on the Date of Issuance:
(a) Executed Transaction Documents. Receipt by the Bank of fully executed
originals of this Reimbursement Agreement and the other Letter of Credit Documents, together
with fully executed copies of the other Transaction Documents.
(b) No Default; Representations and Warranties. At the time of issuance of the
Letter of Credit and after giving effect thereto (i) there shall exist no Default or Event of Default,
and (ii) all representations and warranties contained herein or in the other Transaction Documents
then in effect shall be true and correct in all material respects.
'1
I
i
(c) Opinion of Counsel. Receipt by the Bank of an opinion, or opinions, in
form and substance satisfactory to the Bank, addressed to the Bank from counsel to the Borrower
relating to, among other things, the due authorization, execution, delivery and enforceability of
this Reimbursement Agreement and the other Letter of Credit Documents, and to the validity and
enforceability of the Bank's mortgage and security interest in the Collateral.
(d) Corporate Documents. Receipt by the Bank of the following:
)
(i) Articles of Incorporation. Copies of the articles of incorporation
of the Borrower certified to be true and complete as of a recent date by the Secretary of
State of Florida.
12
/ -
(ii) Resolutions. Copies of resolutions of the Board of Directors of the
Borrower approving and adopting this Reimbursement Agreement and the other
Transaction Documents, as applicable, and the transactions contemplated therein and
authorizing execution and delivery thereof, and each certified by a secretary or assistant
/
secretary as of the Date of Issuance to be true and correct and in force and effect as of such
date.
(iii) Bylaws. Copies of the bylaws certified by a secretary or assistant secretary
of the Borrower as of the Date of Issuance to be true and correct and in force and effect
as of such date.
(iv) Good Standing Certificates. Copies of certificates of good standing,
existence or its equivalent certified as of a recent date by the appropriate governmental
authorities of the state of incorporation and each other state in which the failure to so
qualify and be in good standing would have a material adverse effect on its business or
operations in such state.
(e) Insurance. Receipt by the Bank of satisfactory evidence of the insurance
required to be maintained pursuant to Section 4.1(c) hereof.
)
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(f) Title Insurance. Receipt by the Bank of an ALTA mortgagee leasehold title
insurance policy insuring the lien of the mortgage pursuant to the Mortgage and Security
Agreement, issued by Attorneys' Title Insurance Fund, Inc., naming the Bank as the insured, in
an amount not less than $2,296,584.38, identifying the Borrower as the holder of a leasehold in
that portion of the Collateral as constitutes real property and subject only to Permitted
Encumbrances.
(g) Rating. Receipt by the Bank of satisfactory evidence that Moody's Investors
Service is maintaining a rating on general obligation bonds of the City of Clearwater, Florida of
not less than Baal.
(h) Miscellaneous. Receipt by the Bank of all other loan documents or items
that are customarily provided to lenders in transactions of this type.
SECTION 4
COVENANTS, REPRESENTATIONS AND WARRANTIES
4.1 Covenants. The Borrower covenants to the Lender the following:
(a) Payment. The Borrower shall pay when due the Obligations including
without limitation all sums owing to the Lender under this Reimbursement Agreement, the Note,
the Pledge Agreement and the other Letter of Credit Documents.
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13
(b) Further Assurances. On demand of the Lender, the Borrower shall do any
act, or execute any additional documents reasonably required by the Lender to confirm the lien
on the Collateral and the mortgage and security interest granted in the Mortgage and Security
Agreement, herein, in the Pledge Agreement, including, but not limited to, executing additional
fmancing statements or continuation statements, new or replacement agreements supplementing,
extending or otherwise modifying this Reimbursement Agreement and/or the Pledge Agreement.
(c) Insurance. The Borrower shall maintain insurance with responsible
insurance companies on each of its properties, in such amounts, against such risks (specifically
to include flood insurance (if obtainable), fire and extended coverage insurance covering all assets,
business interruption insurance, workers' compensation insurance and liability insurance), with
such companies and otherwise as is satisfactory to the Bank and providing for at least 30 days
prior notice to the Bank of any cancellation thereof. Satisfactory evidence of such insurance will
be supplied to the Bank on the Date of Issuance and no later than the date of each policy renewal.
In the event the Borrower fails to maintain insurance as required hereunder, the
Bank has the right to procure such insurance whether or not the Borrower I s failure to maintain
such insurance constitutes an Event of Default or an event or condition which, upon the giving of
notice or the passage of time, or both, would constitute an Event of Default. Any amounts paid
by the Bank for insurance shall be due and payable to the Bank upon demand and shall be secured
hereby.
)
In the event of a casualty loss in excess of the deductible or retained limit under the
terms of the applicable insurance policy (each, a "Casualty Loss"), the Borrower shall give prompt
notice thereof to the insurance carrier. Proceeds of insurance in the amount of $50,000 or more
from any Casualty Loss shall be promptly applied by the Borrower to the redemption of Bonds if
not promptly applied to the acquisition or rebuilding of property damaged or destroyed.
(d) Taxes and Insurance. Upon the request of the Lender, the Borrower shall
submit to the Lender such receipts and other statements which shall evidence, to the satisfaction
of the Lender, that all taxes, assessments and insurance premiums have been paid in full.
(e) Financial Statements and Budget. The Borrower shall:
(i) As soon as practicable, and in any event within forty-five (45) days
after the end of each of the first three quarterly periods of each Fiscal Year, deliver to the
Bank a balance sheet of the Borrower as at the end of such quarterly period, and related
statements of income, results of operations and changes in financial position for the period
from the beginning of the then current Fiscal Year to the end of such quarterly period,
together with consolidated and consolidating statements and all in reasonable detail and
certified by an appropriate officer of the B~rrower to have been prepared in accordance
with generally accepted accounting principles consistently applied;
(ii) As soon as practicable and in any event within one hundred fifty (150) days
after the end of each Fiscal Year, deliver to Bank a balance sheet of the Borrower as at the
14
end of the Fiscal Year, and related statements of income, results of operations and changes
in financial condition for such Fiscal Year, together with consolidated and consolidating
statements and setting forth in each case in comparative form corresponding figures from
the preceding annual report, all in reasonable detail and satisfactory in scope to the Bank
and prepared in accordance with generally accepted accounting principles consistently
applied, and accompanied by an unqualified audit report of an independent certified public
accountant acceptable to the Bank, and a letter or certificate, specifying any and all
Defaults and Events of Default of which said certified public accountant shall have
knowledge, together with any management letters issued by said certified public
accountant;
(Hi) With reasonable promptness, deliver to the Bank such additional [mancial
or other data as Bank may reasonably request in respect of the Borrower.
(f) Hazardous Materials. The Borrower warrants and represents to the Bank
(and its successors and assigns) that the Premises have not been, are not now being, and will not
be used in violation of any federal, state or local Enviromnental Law, ordinance or regulation, that
no proceedings have been commenced, or notice(s) received, concerning any alleged violation of
any such enviromnentallaw, ordinance or regulation, and that the Premises are free of Hazardous
Materials the removal of which is required by any federal, state or local agency, authority or
governmental unit. The Borrower covenants that it shall comply with all such laws, ordinances
and regulations.
<J The Borrower shall reimburse the Lender (and its successors and assigns) for and
hold the Lender (and its successors and assigns) harmless from all fines or penalties made or levied
against the Lender (or its successors and assigns) by any governmental agency or authority as a
result of or in connection with the Premises or the Collateral and the use, generation, storage,
transportation, discharge, release or handling of any Hazardous Materials or any other material
the use, generation, storage, transportation, discharge, release or handling of which is regulated
by any federal, state or local statute, law, rule, regulation, ordinance or order at any time. The
Borrower also agrees that it shall reimburse the Lender (and its successors and assigns) for and
indemnify and hold the Lender (and its successors and assigns) harmless from any and all costs,
expenses, (including reasonable attorney's fees) and for all civil judgments or penalties incurred,
entered, assessed, or levied against the Lender (and its successors and assigns) as a result of the
use of the Premises or as a result of any release of any Hazardous Materials associated with the
Premises. Such reimbursement or indemnification shall include but not be limited to any and all
judgments or penalties to recover the cost of cleanup of any such release by the Borrower
associated with the Premises and all expenses incurred by the Lender (and its successors and
assigns) as a result of such a civil action, including but not limited to reasonable attorneys' fees.
The Borrower's obligations hereunder shall survive the teimination of this Reimbursement
Agreement.
(g) Taxes and Liens. The Borrower shall promptly pay, or cause to be paid,
all taxes, assessments or other governmental charges which may lawfully be levied or assessed
Hf[l;') upon the income or profits of the Borrower, or upon any property, real, personal or mixed,
15
belonging to the Borrower, or upon any part thereof and also any lawful claims for labor, material
and supplies which, ifunpaid, might become a lien or charge against any such property; provided,
however, the Borrower shall not be required to pay any such tax, assessment, charge, levy or
claim so long as the validity thereof shall be actively contested in good faith by proper
proceedings; but provided further that any such tax, assessment, charge, levy or claim shall be
paid forthwith upon the commencement of proceedings to foreclose any lien securing the same
unless the Borrower obtains and delivers to the Bank a surety bond satisfactory to the Bank.
(h) Business, Existence and Qualification. The Borrower shall qualify to do
business in all jurisdictions where the Borrower I s activities require it to do so and do or cause to
be done all things necessary to preserve and to keep in full force and effect the existence of the
Borrower in its current form and all of Borrower's rights and franchises, trade name, patents,
trademarks, licenses, leases, permits, copyrights, trade secrets and other proprietary information.
(i) Maintain Property. The Borrower shall maintain its properties in good order
and repair (ordinary wear and, tear ex~epte~) apd,.. from time to time, make all needful and proper
repairs, renewals, replacements, additions and improvements thereto.
(j) Right of Inspection. The Borrower shall permit any person designated by
the Bank, on twenty-four hours prior notice by the Bank, to visit and inspect the properties, the
books and records and the financial books, records, statements and reports of the Borrower (other
than records required by law to be held confidential) and to discuss its affairs, finances and
accounts with its officers, all at such reasonable times and as often as the Bank may reasonably
request.
1
)
(k) Observe All Laws. The Borrower shall conform to and duly observe all
laws, regulations and other valid requirements of any regulatory authority, public or private, with
respect to the conduct of the Borrower I s business.
(1) ERISA. The Borrower shall comply with all requirements of ERISA
applicable to it and furnish to the Bank as soon as possible and in any event within thirty (30) days
after the Borrower or the duly appointed administrator of a Plan of the Borrower (as defmed in
ERISA) knows or has reason to know that any Reportable Event (as defined in ERISA) has
occurred, the statement of the chief financial officer of the Borrower describing in reasonable
detail such Reportable Event and any action which the Borrower proposes to take with respect
thereto, together with a copy of the notice of such Reportable Event given to the Pension Benefit
Guaranty Corporation or a statement that said notice will be filed with the annual report to the
United States Department of Labor with respect to such Plan if such filing has been authorized.
(m) Accounting Methods and Financial Records. The Borrower shall maintain
a system of accounting, and keep such books, records and accounts (which shall be true and
complete), as may be required or necessary to permit the preparation of financial statements in
accordance with generally accepted accounting principles consistently applied.
'~'"
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16
(n) Adverse Conditions or Events. The Borrower shall, with reasonable
promptness (but in no event later than ten (10) days after a responsible officer of the Borrower
acquires knowledge of one of the following states of affairs), give written notice to the Bank of
(i) the occurrence of any Event of Default hereunder, (ii) an event which would constitute such
an Event of Default but for the requirement that notice be given or time elapse or bother
hereunder, (Hi) a monetary default of $25,000 or more or any other event of default under any
other obligation of the Borrower, (iv) any fine exceeding $25,000, assessment exceeding $25,000,
or other disciplinary action threatened or levied against the Borrower, (v) any developments or
other information which would have a material adverse effect on the business, operations or
[mancial condition of the Borrower or the Bank's rights under the Letter of Credit Documents,
(vi) any litigation filed by or against Borrower or (vii) any uninsured or partially insured loss
through casualty or theft in excess of $100,000, specifying in each case the nature thereof, the
period of existence thereof and what action is proposed to be taken with respect thereto.
(0) Suits or Other Proceedings. The Borrower shall promptly give Bank written
notice of any pending or threatened action, suit, arbitration or other proceeding not previously
disclosed pursuant to Section 4.1(n) hereof against or otherwise adversely affecting the Borrower
involving amounts in excess of $100,000 or of any attachment, levy, execution, or other process
being instituted against any assets of the Borrower pursuant to such claims.
(p) Condemnation. The Borrower shall promptly notify the Bank of any actual
or threatened initiation of any eminent domain proceeding (each, a "Governmental Taking") as to
any part of the Project and shall deliver to the Bank copies of any and all papers served in
connection with such proceedings. The Borrower shall promptly apply the proceeds of any such
condemnation or taking in the amount of $100,000 or more to the redemption of Bonds if not
promptly applied to the restoration of the Project or the acquisition of assets having a similar
function and market value to the property taken or condemned.
(q) Consolidation or Merger. The Borrower shall not enter into any merger or
consolidation, or transfer control or ownership of the Borrower or acquire any affiliate, without
the prior written consent of the Bank.
(r) Sale of Assets, Etc. The Borrower shall not sell, assign, lease, or otherwise
dispose of or transfer or contribute any assets of the Borrower, except in the no~a1 course of its
business or with the prior written consent of the Bank.
(s) Loans. Without the prior written consent of the Bank, the Borrower shall
not make or permit to remain outstanding any loan or advance other than pursuant to the
. Transaction Documents.
.
(t) Limitation on Liens. Except for Permitted Encumbrances and Permitted
Liens, the Borrower shall not, without the prior written consent of the Bank, incur, create, assume
or permit to exist any mortgage, pledge, security interest, encumbrance, lien or charge of any kind
upon any of its assets now owned or hereafter acquired, including those arising under conditional
sales or other title retention agreements. The Borrower shall not, without the prior written consent
,'il!l~'
~~f.;~;~~H
.JillII-~' ,~
17
of the Bank, incur, create, assume or. permit to exist any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind upon the Collateral, the site thereof or any portion
thereof, or upon any cash or marketable securities of the Borrower.
(u) Guaranties. The Borrower shall not guarantee, assume, endorse or
otherwise become or remain liable in connection with the obligations of any other person except
with the prior written consent of the Bank.
(v) Financial Condition. The Borrower shall maintain for each Fiscal Year a
Cash Flow Coverage Ratio, using the fmancial information (as determined using generally
accepted accounting principles consistently applied) shown on the reports and statements submitted
pursuant to Section 4.1 (e )(ii) hereof, of not less than 1.35: 1.0.
(w) Indebtedness. Without the prior written consent of the Bank, the Borrower
shall not incur liability in any form for any Indebtedness other than:
(i) Indebtedness to the Bank,
(ii) normal trade debts incurred in the ordinary course of Borrower's
business, and
")
""".".,
(iii) Indebtedness in existence on the date hereof and disclosed to the
Bank in writing by the Borrower and acknowledged by the Bank in writing.
(x) Character of Business. The Borrower shall not change the general character
of its business as conducted at the date hereof, or engage in any type of business not reasonably
related to its business as presently conducted.
(y) Sinking Fund Payments. The Borrower shall make payments to the Trustee on
the first day of each month commencing September 1, 1998, ~or ~eposit into the Retirement Fund
created pursuant to the Indenture, in accordance. with th~ schedule attached hereto as Exhibit C.
If, on or before August 1, 2002'- the Borrower shall not have provided the Bank with
evidence reasonably satisfactory to the Bank that the term of the Lease has been extended until at
least June 30, 2025, then beginning September 1, 2002, the scheduled payments set forth on
Exhibit C shall be modified by the Lender to provide for monthly payments by Borrower for
deposit to the Retirement Fund in such amounts as shall provide funds for the retirement of the
Bonds then outstanding through approximately level monthly payments of principal and interest
(calculated based upon the interest rate on the Bonds as of August 1, 2002) over a period from
September 1, 2002 to and including August 1, 2010 such that1h.e Bonds shall have been retired
by August 1, 2010. Upon preparation of a revised Exhibit C, the Lender shall provide a copy
thereof to the Borrower. The Lender's calculation of the revised payment schedule shall be final,
conclusive and binding on the parties hereto absent manifest error.
'.;;!ili0
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18
The schedule attached as Exhibit C may also be modified by the Borrower and the Lender
at any time, subject in each such case to receipt of an opinion of nationally recognized bond
counsel to the effect that such modification will not adversely affect the exclusion of interest on
the Bonds from gross income for federal income tax purposes.
4.2
following:
Representations. The Borrower represents and warrants unto the Lender the
(a) Due Authorization. The Borrower (i) has the requisite corporate power and
authority to execute, deliver .and perform this Reimbursement Agreement and each of the other
Transaction Documents to which it is a party and to incur and perform the obligations herein and
therein provided for, and (ii) is duly authorized under all applicable provisions of law, and has
taken all necessary corporate action on its part required, to execute, deliver and perform this
Reimbursement Agreement and each of the Transaction Documents to which it is a party.
)
(b) No Conflicts. Neither the execution and delivery of the Transaction
Documents to which the Borrower is a party, nor the consummation of the transactions
contemplated therein, nor performance of and compliance with the terms and provision thereof
will (i) violate or conflict with any provision of the articles of incorporation or by laws of the
Borrower, (ii) violate, contravene or materially conflict with any law, regulation, order, writ,
judgment, injunction, decree or permit applicable to the Borrower, (iii) violate, contravene or
materially conflict with any contractual provisions of, or cause an event of default under, any
indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to
which the Borrower is a party or by which the Borrower may be bound, or (iv) result in or require
the creation of any lien, security interest or other charge or encumbrance (other than those
contemplated in or in connection with the Transaction Documents) upon o.r with respect to the
properties of the Borrower.
(c) Consents. No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority or third party is required
in connection with the execution, delivery or performance of this Reimbursement Agreement or
any of the other Transaction Documents.
(d) Enforceable Obligations. This Reimbursement Agreement and the other
Transaction Documents have been duly executed and delivered and constitute legal, valid and
binding obligations of the Borrower, enforceable in accordance with their respective terms, except
as may be limited by bankruptcy or insolvency laws or similar laws affecting creditors I rights
generally.
(e) Good Standing. The Borrower is a. not-for-profit corporation, duly
organized, validly existing and in good standing under the laws of the State of Florida and has the
power and authority to own its property and to carry on its business in each jurisdiction in which
the Borrower does business and has all necessary licenses and permits to efficiently conduct its
business.
.....l.,.....li.hl'h.
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19
(f) Litigation. There is no proceeding involving the Borrower pending, or to
/-. the knowledge of the Borrower, threatened before any court or governmental authority, agency
or arbitration authority, except as disclosed to the Bank in writing and acknowledged by the Bank.
(g) Ownership of Assets. The Borrower has good title to its assets and its assets
are free and clear of liens, except those granted pursuant to the Transaction Documents, Permitted
Liens and Permitted Encumbrances.
(h) Financial Condition. All [mancial information concerning the Borrower
provided to the Bank was true, correct and complete as of its date and there has been no material
and adverse change in the financial condition or results of operations of the Borrower since June
30, 1997.
SECTION 5
EVENTS OF DEFAULT
5.1 Events of Default. Each of the following specified events (unless specifically
waived by the Lender pursuant to Section 7.2 hereof) shall constitute an Event of Default
hereunder:
) (a) If the Borrower defaults in any payment of the Obligations when and as the
same shall become due (whether at maturity or by reason of acceleration or notice of prepayment
or otherwise); or
(b) If the Borrower defaults in the performance or observance of any covenant
or agreement contained in this Reimbursement Agreement or any of the Letter of Credit
Documents (other than those con~ined in ~ubsection (a) above) and fails to cure the same within
thirty (30) days, provided that such thirty (30) day period will be extended by the Bank if in the
Bank's reasonable judgment .the default can be cured in a longer period of time, the Borrower is
diligently attempting to cure the default and the Bank will not be adversely affected by such
extension; or
(c) The occurrence of an "Event of Default" or a default (which is not cured
within applicable time periods, if any) under any of the Letter of Credit Documents, the Lease or
any other current or future agreement between the Bank or any affiliate or subsidiary of
NationsBank Corporation and the Borrower; or
(d) If the Borrower defaults, beyond any period of grace provided with respect
thereto, in the payment of principal when due, whether by acceleration or otherwise, or interest
or other amount payable in respect of any other indebtedness, or in the performance of any other
agreement, term or condition contained in any agreement under which any such obligation is
created, if the effect of such default is to cause, or permit the holder or holders of such obligation
20
(or a trustee for such holder or holders) to cause, such obligation to become due prior to its stated
maturity; or
(e) If any representation or warranty made by the Borrower in the Letter of
Credit Documents or in any writing furnished by the Borrower in connection with the Obligations
or pursuant to this Reimbursement Agreement shall have been false, misleading or incomplete in
any material respect on the date as of which made; or
(f) Liquidation or dissolution of the Borrower or suspension of the business of,
or the filing by the Borrower of a voluntary petition in bankruptcy or a voluntary petition or an
answer seeking reorganization, arrangement, readjustment of its debts or for any other relief under
the United States Bankruptcy Code, as amended, or under any other insolvency act or law, state
or federal, now or hereafter existing, or any other action of the Borrower indicating its consent
to, approval of, or acquiescence in any such petition or proceeding; or the application for, or the
appointment of, a receiver or a trustee for the Borrower, the application for, or the consent to or
acquiescence in, an assignment for the benefit of creditors of the Borrower of its inability to pay
its debts as they mature; or '
;4,)
(g) Filing of an involuntary petition against the Borrower in bankruptcy or
seeking reorganization, arrangement, readjustment of its debts or for any other relief under the
Bankruptcy Code, as amended, or under any other insolvency act or law, state or federal, now or
hereafter existing; or the involuntary appointment of a receiver or trustee for the Borrower or for
all ora substantial part of the property of the Borrower; the issuance of a warrant of attachment,
execution or similar process against any substantial part of the property of the Borrower and the
continuance of any of such events or conditions for ninety (90) days undismissed or undischarged;
or
(h) If a final judgment, which with other outstanding fmal judgments against
the Borrower exceed an aggregate of $100,000, shall be rendered against the Borrower (separately
or collectively) and if within thirty (30) days after entry thereof, such judgment shall not have been
discharged or execution thereof stayed pending appeal, or if within thirty (30) days after the
expiration of any such stay such judgment shall not have been discharged;
(i) If any right to income or other form of equity interest in the Borrower shall
be transferred, whether by operation of law or otherwise, or shall become subject to a lien,
security interest or encumbrance, whether by attachment or otherwise, voluntary or involuntary,
in favor of any entity other than the Bank; or
(j) The general obligation bond rating assigned to the City of Clearwater,
Florida by Moody's Investors Service shall be less than Baal.
5.2 Acceleration; Remedies. Upon the occurrence of an Event of Default, and at any
time thereafter unless and until such Event of Default has been waived by the Lender or cured to
the satisfaction of the Lender, the Lender shall be entitled to take any action permitted by
"'1)
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21
applicable law, including the following actions, without prejudice to the rights of the Lender to
enforce its claims against the Borrower, except as otherwise specifically provided for herein:
(a) Acceleration of Obligations. Declare all unreimbursed drawings in respect
of the Obligations and any and all other indebtedness or obligations of any and every kind owing
by the Borrower to the Lender hereunder to be due, whereupon the same shall be inunediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.
(b) Enforcement of Rights. Enforce any and all rights and interests created and
existing hereunder or under any of the other Transaction Documents and all rights of set-off.
(c) Draw on Letter of Credit. The Lender may, at its option, direct the Trustee
to either accelerate the principal and interest due on the Bonds pursuant to Section 8.01(d) of the
Indenture or direct the Trustee to call Bonds for redemption or to purchase the Bonds in lieu of
redemption pursuant to Sections 3.01(d) and (h) of the Indenture and to draw on the Letter of
Credit, in accordance with the provisions of the Indenture. If the Bonds are purchased rather than
repaid with the proceeds of such a drawing under the Letter of Credit, such Bonds shall be held
as Pledged Bonds for the benefit of the Lender in accordance with the terms hereof, of the Pledge
Agreement and of the terms of the Indenture.
Notwithstanding the foregoing, if a Bankruptcy Default shall occur, then all Obligations, all
accrued interest in respect thereof, all accrued and unpaid fees and other indebtedness or
obligations owing to the Lender hereunder shall immediately become due and payable without the
giving of any notice or other action by the Lender.
)
5.3 Rights Not Exclusive. The rights provided for in this Reimbursement Agreement
and the other Transaction Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other instrument,
document or agreement now existing or hereafter arising.
5.4 Subrogation. If an Event of Default shall have occurred and be continuing and
there shall be outstanding all or any part of any unreimbursed Letter of Credit payment(s) or any
other Obligation hereunder, the Borrower agrees that the Lender shall be subrogated to any and
all rights of the Borrower against the beneficiary of the Letter of Credit, and the Borrower agrees
that, upon request of the Lender, the Borrower will promptly do such further acts and execute,
acknowledge and deliver such documents as the Lender may reasonably request in order to
implement the assignment to the Lender of such rights of the Borrower against the beneficiary of
the Letter of Credit.
22
SECTION 6
COLLATERAL
6.1 Grant of Security Interest in the Pledged Bonds. To secure the prompt payment
or performance in full when due, whether by lapse of time, acceleration or otherwise, of the
Secured Obligations, the Borrower hereby pledges, assigns, hypothecates, transfers and delivers
to the Lender all right, title and interest in Bonds which are purchased with the proceeds of a draw
under the Letter of Credit so long as such Bonds are held by the Lender's designee and not
remarketed (the "Pledged Bond(s) ") and hereby grants to the Lender a security interest in and to
the Pledged Bond(s), the interest thereon and all proceeds thereof as collateral security for the
prompt and complete payment when due of all amounts due the Lender in respect of the Letter of
Credit, this Reimbursement Agreement or any other of the Letter of Credit Documents. The
Borrower shall enter into the Pledge Agreement to further evidence the pledge granted hereunder.
6.2 Mortgage and Security Agreement. Pursuant to the Mortgage and Security
Agreement the Borrower is granting the Bank a mortgage on and security interest in certain real
and personal property to secure amounts owing by Borrower to Bank hereunder (such real and
personal property, together with the Pledged Bonds, being referred to herein as the "Collateral"
or the "Pledged Collateral").
6.3 Agreements relating to Pledged Collateral.
'i") ,
(a) Payments Received on Pledged Bond(s). If the Borrower shall become
entitled to receive or shall receive any principal, interest or othe~ payment in respect of the
Pledged Bond(s), the Borrower agrees to accept the same as the Lender's agent and to hold the
same in trust on behalf of the Lender and to deliver the same forthwith to the Lender. All sums
of money so paid in respect of the Pledged Bond(s) which are received by the Borrower and paid
to the Lender shall be credited against the obligations of the Borrower to the Lender.
. .
(b) ReleaSe of Plectged.Bond(s) on Remarketing. If the Borrower makes or
causes to be made a payment or prepayment in respect of its reimbursement obligations under the
Reimbursement Agreement or such a payment or prepayment is proposed to be made on behalf
of the Borrower as a result of a remarketing of the Pledged Bond(s), the Lender agrees to release
the Pledged Bond(s) which are the subject of such a remarketing from the lien hereof, and deliver
to the Remarketing Agent, the Borrower or the Trustee, as appropriate, for resale in accordance
with the terms of the Indenture, as the case may be, Pledged Bond(s), and the Lender will notify
its designee of the release of its lien in such Pledged Bond(s) promptly following receipt of notice
that the Remarketing Agent has received the purchase price in the form of remarketing proceeds
with respect to such Pledged Bond(s).
(c) Negative Pledge. The Borrower shall not, without the prior written consent
of the Lender, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with
respect to, the Pledged Collateral, nor shall it create, incur or permit to exist any pledge, lien,
mortgage, hypothecation, security interest, charge, option or any other encumbrance with respect
23
,.,
to any of the Pledged Collateral, or any interest therein, or any proceeds thereof, except for the
(i) lien and security interest provided herein in the Pledge Agreement and in the Mortgage and
Security Agreement in favor of the Lender, and (ii) the sale of the Pledged Bond(s) pursuant to
the Indenture.
(d) Unavailability of Letter of Credit. The Letter of Credit shall not be
available to pay principal of, or interest on, any Pledged Bond(s), whether at maturity, upon
acceleration, redemption, purchase or otherwise.
6.4 Remedies.
J
(a) General Remedies. Upon the occurrence of an Event of Default and at any
time thereafter, the Lender shall have in addition to the rights and remedies provided herein, in
the Transaction Documents or by law, the rights and remedies of a mortgagee and of a secured
party under the Code (regardless of whether the Code is the law of the jurisdiction where the
rights and remedies are asserted and regardless of whether the Code applies to the affected
Collateral), and, to the extent permitted by law, the Lender may with or without judicial process
or the aid and assistance of others and without demand and without advertisement, notice, hearing
or process of law, all of which the Borrower hereby waives to the extent permitted by law, at any
place and time or times, sell and deliver any or all Collateral held by or for it at public or private
sale, by one or more contracts, in one or more lots, for cash, upon credit or otherwise, at such
prices and upon such tenns as the Lender deems advisable, in its sole discretion, provided that said
disposition complies with any and all mandatory legal requirements. In addition to all other sums
due the Lender hereunder, the Borrower shall pay the Lender all reasonable costs and expenses
incurred by the .Lender, including reasonable attorneys' fees and court costs, in obtaining or
liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution
or defense of any action or proceeding by or against the Lender or the Borrower. concerning any
matter arising out of or connected with this Reimbursement Agreement or the Collateral or the
Secured Obligations, including without limitation in connection with appellate proceedings or any
of the foregoing arising in, arising under or related to a case under the United States Bankruptcy
Code, as amended. To- the extent the.rights of notice cannot be legally waived hereunder, the
Borrower agrees that any requirement of reasonable notice shall be met if such notice is personally
served on or mailed, postage prepaid, to the Borrower in accordance with Section 7.1 of this
Reimbursement Agreement at least ten (10) days before the time of sale or other event giving rise
ta the requirement of such notice. The Lender shall not be obligated to make any sale or other
disposition .of the Collateral regardless of notice having been given. To the extent permitted by
applicable law, the Lender may be the purchaser at any such sale. To the extent permitted by
applicable law, the Borrower hereby waives all of its rights of redemption from any such sale.
Subject to the provisions of applicable law, the Lender may postpone or cause the postponement
of the sale of all or any portion of the Collateral by announcem~nt at the time and place to which
the sale was postponed or the Lender may further postpone such sale by announcement made at
such time and place.
(b) Additional Remedies Relating to the Pledged Bonds. Upon the occurrence
.of an Event of Default and to the extent permitted by law, the Lender may immediately (i) have
24
the right to vote such Pledged Bond(s), and (ii) cause all or any of the Pledged Bond(s) to be
transferred to it or registered in the name of its nominee(s).
(c) Nonexclusive Nature of Remedies. Failure by the Lender to exercise any
right, remedy or option under this Reimbursement Agreement or any other agreement between the
Borrower and the Lender or provided by law, or delay by the Lender in exercising the same, shall
not operate as a waiver; no waiver hereunder shall be effective unless it is in writing, signed by
the party against whom such waiver is sought to be enforced and then only to the extent
specifically stated, which in the case of the Lender shall only be granted as provided in Section 7.2
of this Reimbursement Agreement. To the extent permitted by applicable law, neither the Lender
nor any party acting as attorney for the Lender, shall be liable hereunder for any acts or omissions
or for any error of judgment or mistake of fact or law other than their negligence, willful
misconduct or unlawful conduct hereunder. The rights and remedies of the Lender under this
Reimbursement Agreement shall be cumulative and not exclusive of any other right or remedy
which the Lender may have.
)
6.5 Application of Proceeds. Upon the occurrence, and during the continuance, of an
Event of Default, any payments in respect of the Secured Obligations and any proceeds of the
Collateral, when received by the Lender in cash or its equivalent, will be applied in reduction of
the Secured Obligations in such order and manner as the Lender may direct in its sole discretion,
and the Borrower irrevocably waives the right to direct the application of such payments and
proceeds and acknowledges and agrees that the Lender shall have the continuing and exclusive
right to apply and reapply any and all such payments and proceeds in its sole discretion,
notwithstanding any entry to the contrary upon any of its books and records. The Borrower shall
remain liable to the Lender for any deficiency. Any surplus remaining after the full payment and
satisfaction of the Secured Obligations shall be returned to the Borrower or to whomsoever a court
of competent jurisdiction shall determine to be entitled thereto.
SECTION 7
MISCELLANEOUS
7.1 Notices. Except as otherw~se expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when delivered, (b) when
transmitted via telecopy (or other facsimile device) to the number set forth below, (c) the day
following the day on which the same has been delivered prepaid to a reputable national overnight
air courier service, or (d) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the respective parties at the address
set forth below, or at such other address as such party may sp~cify by written notice to the other
parties hereto:
25
If to the Borrower: Chi Chi Rodriguez Youth Foundation, Inc.
3030 North McMullen Booth Road
Clearwater, FL 33761
Attn.: Chief Financial Officer
Telephone: (813) 726-8829
Facsimile: (813) 726-8553
If to the Lender: NationsBank, N.A.
400 North Ashley Drive
2nd Floor
Tampa, FL 33602
Attn: Commercial Loan Department
Telephone: (813)224-5975
Telecopy: (813)224-3944
7.2 Amendments, Etc. No amendment or waiver of any proVIsIon of this
Reimbursement Agreement or consent to any departure by either party hereto therefrom shall in
any event be effective unless the same shall be in writing and signed by the other party hereto, and
then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given.
q,J
7.3 No Waiver; Remedies. No failure on the part of the other party hereto to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other further exercise thereof or the
exercise of any other right. The remedies herein provided are cumulative and not exclusive of any
remedies provided in any Transaction Document or now or hereafter existing at law or in equity.
7.4 Right of Set-off. In addition to any rights now or hereafter granted under
applicable law and not by way of limitation of any such rights, dur.ing the continuance of any
Event of Default hereunder the Lender is hereby authorized at any'time and from time to time,
without notice to the Borrower or to any other person or entity, any such notice being hereby
expressly waived by the Borrower, to set-off and to appropriate and apply any and all deposits
(general or special) and any other indebtedness at any time held or owing by the Lender to or for
the credit or the account of the Borrower against and on account of the Obligations of the
Borrower, irrespective of whether or not the Lender shall have made any demand hereunder.. and
although said obligations, liabilities or claims, or any of them, shall be contingent or unmatured.
7.5 Indemnification. The Borrower hereby indemnifies and holds hamiless the
Lender, its officers, directors and employees (each such Person herein referred to as an
"Indemnitee") from and against any and all claims, damages, losses, liabilities, costs or expenses
whatsoever which any such Indemnitee may incur (or which may be claimed against such
Indemnitee by any person or entity whatsoever) by reason of or .in connection with (a) the
execution and delivery or transfer of, or payment or failure to pay under, the Letter of Credit,
(b) the issuance and sale of the Bonds; provided that the Borrower shall not be required to
indemnify or hold harmless any Indemnitee for any claims, damages, losses, liabilities, costs or
26
expenses to the extent, but only to the extent, caused by (i) the willful misconduct or negligence
of such Indemnitee, or (ii) such Indemnitee's willful failure to pay under the Letter of Credit after
the presentation to it by the Trustee of a sight draft and certificate complying with the terms and
conditions of the Letter of Credit. Nothing in this Section is intended to limit the reimbursement
obligations of the Borrower contained in Section 2.2 hereof. In case any action or proceeding is
brought against any Indemnitee in respect of which indemnity may be sought under this
Reimbursement Agreement, such Indemnitee shall give notice of any such action or proceeding
to the Borrower and shall afford the Borrower a reasonable opportunity to participate or intervene
in any such action or proceeding, and may require the Borrower, upon such notice, to assume the
defense of the action or proceeding; provided that failure of any Indemnitee to give such notice
shall not relieve the Borrower from any of its obligations under this Section. Upon receipt of
notice from any such Indemnitee, the Borrower shall resist and defend such action or proceeding
at the Borrower's expense. The Indemnitee shall permit the Borrower to appeal any adverse
judgment at the Borrower's expense. The Borrower shall not be required to indemnify any
Indemnitee for any settlement not approved by the Borrower provided that the Borrower shall post
security reasonably determined by the Il1demnitee ~o be adequate to protect the Indemnitee against
a result less favorable to the Indemnitee than any proposed settlement which is not approved by
the Borrower. The obligations. of the Borrower under this Section shall survive the payment of
the Bonds and/or any Obligations and the termination of this Reimbursement Agreement.
7.6 Continuing Obligation. This Reimbursement Agreement is a continuing obligation
and shall (a) be binding upon the Borrower, its successors and assigns, and (b) inure to the benefit
of and be enforceable by the Lender and its successors, transferees and assigns; provided that the
Borrower may not assign all or any part of this Reimbursement Agreement without the prior
written consent of the Lender. The Lender may assign, negotiate, pledge or otherwise hypothecate
all or any portion of this Reimpursement Agreement, or grant participation herein, in the Letter
of Credit or in any of its rights hereunder. No such assignment or participation by the Lender,
however, will relieve the Lender of its obligation under the Letter of Credit. In connection with
any assignment or participation, the Lender may disclose to the proposed assignee or participant
any information that the Borrower is required to deliver to the Lender pursuant to this
Reimbursement Agreement.
7.7 Transfer of. Letter of Credit. The Letter of Credit may be transferred in
accordance with the provisions set forth therein.
7.8 Limited Liability of the Lender. The Borrower assumes all risks of the actsor
omissions of the Trustee and any transferee of the Letter of Credit with respect to its use of the
Letter of Credit. Neither the Lender nor any of its officers, directors or employees shall be liable
or responsible for: (a) the use which may be made of the Letter of Credit or for any acts or
omissions of the Trustee; (b) as to any party other than the Lender, the validity, sufficiency or
genuineness of documents, or of any endorsement(s) thereon, even if such documents should in
fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by
the Lender against presentation of documents which do not comply with the terms of the Letter
of Credit, including failure of any documents to bear any reference or adequate reference to the
!m,;:b Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment
27
under the Letter of Credit, except only that the Borrower shall have a claim against the Lender,
and the Lender shall be liable to the Borrower, to the extent, but only to the extent, of any direct,
as opposed to consequential, damages suffered by the Borrower which the Borrower proves were
caused by (i) the Lender's willful misconduct or negligence in determining whether documents
presented under the Letter of Credit comply with the terms of the Letter of Credit, or (ii) the
Lender's willful failure to pay under the Letter of Credit after the presentation to it by the Trustee
of a sight draft and certificate complying with the terms and conditions of the Letter of Credit.
In furtherance and not in limitation of the foregoing (but subject to the exception at the end of the
immediately preceding sentence), the Lender may accept documents and certificates that appear
on their face to be in order, without responsibility for further investigation, regardless of any
knowledge or notice to the Lender that the information contained therein is or may be inaccurate
or false.
7.9 Costs, Expenses and Taxes. The Borrower agrees to pay on demand all reasonable
costs and expenses in connection with the preparation, execution, delivery and administration of
this Reimbursement Agreement, the Transaction Documents and any other documents which may
be delivered in connection with this Reimbursement Agreement, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with
respect to advising the Lender as to its rights and responsibilities under this Reimbursement
Agreement and all reasonable costs and expenses, if any, in connection with (a) the change in
terms, maintenance, renewal or cancellation of the Letter of Credit, (b) any and all amounts which
the Lender has paid relative to the Lender's curing of any Event of Default resulting from the acts
or omissions of the Borrower under this Reimbursement Agreement or any Transaction Document,
(c ) the enforcement of this Reimbursement Agreement or any other Transaction Document, or
(d) any action or proceeding relating to a court order, injunction, or other process or decree
restraining or seeking to restrain the Lender from paying any amount under the Letter of Credit.
In addition, the Borrower shall pay any and all stamp and other similar taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of the
Letter of Credit, this Reimbursement Agreement, any other Transaction Document, or any other
document which may be delivered in connection with this Reimbursement Agreement, and agrees
to save the Lender harmless from and against any 'and all liabilities with respect to or resulting
from any delay by the Borrower in paying or ,oniission to pay such taxes and fees.
7.10 Severability. Any provision of this Reimbursement' Agreement which is
prohibited.. unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of
such provision in any other jurisdiction.
7.11 Satisfaction Requirement. If any agreement, eertificate or other writing, or any
action taken or to be taken, is by the term of this Reimbursement Agreement required to be
satisfactory to the Lender, the determination of such satisfaction shall be made by the Lender in
'its sole and exclusive judgment exercised in good faith.
28
7.12 Governing Law. This Reimbursement Agreement is being delivered and is
intended to be performed in the State of Florida, and shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of such State.
7.13 Arbitration. Any controversy or claim between the parties hereto including but
not limited to those arising out of or relating to this Reimbursement Agreement or any related
instruments, agreements or documents, including the Mortgage and Security Agreement, including
any claim based on or arising from an alleged tort, shall be determined by binding arbitration in
accordance with the Federal Arbitration Act (or if not applicable, the applicable state law), the
rules of Practice and Procedure for the Arbitration of Commercial Disputes of J.A.M.S.lEndispute
and any successor thereof (l.A.M.S.), and the "Special Rules" set forth below. In the event of
any inconsistency, the Special Rules shall control. Judgment upon any arbitration award may be
entered in any court having jurisdiction. Either party to this Reimbursement Agreement may bring
an action, including a summary or expedited proceeding, to compel arbitration of any controversy
or claim to which this Reimbursement Agreement applies in any court having jurisdiction over
such action.
(a) Special Rules. The arbitration shall be conducted in Pinellas County,
Florida and administered by J.A.M.S. who will appoint an arbitrator; if J.A.M.S. is unable or
legally precluded from administering the arbitration, then the American Arbitration Association
will serve. All arbitration hearings will be commenced within 90 days of the demand for
arbitration; further, the arbitrator shall only, upon a showing of cause, be permitted to extend the
commencement of such hearing for up to an additional 60 days.
)
(b) Reservation of Rights. Nothing in this Reimbursement Agreement shall be
deemed to (i) limit the applicability of any otherwise applicable statutes of limitation or repose and
any waivers contained in this Reimbursement Agreement; or (ii) be a waiver by the Bank of the
protection afforded to it by 12 U.S.C. Sec. 91 or any substantially equivalent state law.
7.14 No Oral Agreement. FLORIDA LAW PROVIDES THAT ANY AGREEMENT
ASSERTED AS A CLAIM OR DEFENSE IN AN ACTION RELATED TO THIS
TRANSACTION MUST BE IN WRITING AND SIGNED BY THE PARTIES, ORAL
AGREEMENTS ARE NOT ENFORCEABLE. THE BORROWER MA Y RELY ONLY ON A
WRITTEN AGREEMENT.
7.15 Counterparts. This Reimbursement Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Reimbursement Agreement to produce or account for more than
one such counterpart.
.
7.16 Headings. Section headings in this Reimbursement Agreement are included herein
for convenience of reference only and shall not constitute a part of this Reimbursement Agreement
for any other purpose.
29
''\
'i,~,.",v)
IN WITNESS WHEREOF, the Bank and the Borrower have caused a counterpart of this
Reimbursement Agreement to be duly executed and delivered as of the date ftrst above written by
their respective duly authorized officers.
G:\l4184\22\Rcimbursemem Agr(4).wpcI
CHI CHI RODRIGUEZ YOUTH
FOUNDATION, INC.
By: ~. ~ ~~
Title: Executive Vice-President
NATIONSBANK, N.A.
By: . titl:c:~t:
'-".1
30
~
.. J
).
~.~:_: -
PREPARED BY/RETURN TO:
Moyle, Flanigan, Katz, Kolins
Raymond & Sheehan, P.A.
Mark E. Raymond, Esquire
P.O. Box 3888
West Palm Beach, FL 33402
8kl b.~+- ~
CHI CHI RODRIGUEZ YOUTH FOUNDATION, INC.
as Mortgagor
AND
PINELLAS COUNTY INDUSTRY COUNCIL
"
AND
NATIONSBANK, N.A.
as Mortgagees
MORTGAGE AND SECURITY AGREEMENT
Dated August 1, 1998
This Mortgage and Security Agreement and the obligations secured hereby are exempt, in part,
from the excise tax on documents and the intangible personal property tax of the State of Florida
pursuant to Section 159.31, Florida Statutes. The amount of indebtedness secured hereby which
is not exempt from the excise tax on documents and the intangible personal property tax is
$172,420.00.
G:\14184\22\Mon 8< See Agr(5).wpd
MORTGAGE AND SECURITY AGREEMENT
THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage"), dated as of
August 1,1998, is made by cm cm RODRIGUEZ YOUTH FOUNDATION, INC., a Florida
not-for-profit corporation, as mortgagor (hereinafter called "Mortgagor" or "Corporation") in
favor of NATIONSBANK, N.A., (and its successors and assigns, including any issuer of a
Substitute Letter of Credit [as defined in the herein described Indenture], the "Credit Facility
Provider") and PINELLAS COUNTY INDUSTRY COUNCIL, a political subdivision of the State
of Florida (sometimes referred herein as the "Issuer") as mortgagees (the Issuer and the Credit
Facility Provider are collectively referred to herein as the "Mortgagees").
D E FIN I T I ON S:
All capitalized terms used herein shall have the same meaning as in the Reimbursement
Agreement or the Indenture as the case may be, unless otherwise defined herein.
"Bonds" shall mean the $2,100,000 Pinellas County Industry Council Variable Rate
Demand Revenue Bonds (Chi Chi Rodriguez Youth Foundation Project), Series 1998.
"Indenture" shall mean the Trust Indenture and Assignment of Mortgage dated as of August
1, 1998, between the Issuer and the Trustee, pursuant to which the Bonds have been issued.
~
)
"Issuer" shall mean Pinellas County Industry Council.
"Lease" shall mean that certain Agreement, dated November 12, 1985 by and between the
City of Clearwater, Florida and the Corporation, a copy of which is recorded in Official Records
Book 6531, Page 2357 et. seq. Public Records of Pinellas County, Florida, as amended by an
"Amendment to Agreement with Chi Chi Rodriguez Youth Foundation, Inc." dated March 5,
1987, a copy of which is recorded in Official Records Book 6531, Page 2353 et. seq. Public
Records of Pinellas County, Florida, an "Amendment t.o~Agreement" dated February 16, 1988,
a copy of which is recorded in Official RecOrds Book 7920, Page 1647 et. seq. Pub}ic Records of
Pinellas County, Florida, a "Third Amendment to Agreement" dated November 20, 1989, a copy
of which is recorded in Official Records Book 7920, Page 1653 et. seq. Public Records of Pinellas
County, Florida, a "Fourth Amendment to Agreement with Chi Chi Rodriguez Youth Foundation,
Inc." dated November 1, 1990, a copy of which is recorded in Official Records Book 7920, Page
1,655 et. seq. Public Records of Pine lIas County, Florida, a "Fifth Amendment to Agreement with
Chi Chi Rodriguez Youth Foundation, Inc." dated March 30, 1992, a copy of which is recorded
in Official Records Book 7920, Page 1658 et. seq. Public Records of Pinellas County, Florida,
an unrecorded "Sixth Amendment to Agreement with Chi Chi Rodriguez Youth Foundation, Inc."
dated May 21, 1993, and a "Seven Amendment to Agreement with Chi Chi Rodriguez Youth
Foundation, Inc." dated August 1, 1998, a copy of which is recorded in Official Records Book
_, Page _ et. seq. Public Records of Pine lIas County, Florida.
;')'..
'.........
G:\14184\22\MORT & SEe AGR(5) REDUNE
AU::; 05 'Cj:=1 Cl1 :.+:..F-i" !1(" I_~~. FU-4il' .,:.;ri.. E~,. :~c
p -;:',"":;>
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"Loan Agreemc:rn" rneans the L)(1.l~ Agreemenj d;1.~ed as 01 August 1, 1998, b.::rween the
Corporation and the Issuer.
"Mortgaged PlOpeny" shall. have rht' mtar,lng hereafter ascribed ther.etO.
"Note" shall meaH the Pfomis~(Jry Note inthc- original principal amount of $185,981.00
dated August 6, 1993. maturing AUg....1St I, 2003 and made by the Mortgagor payable to the Credit
Facility Provider.
"Permitted Encu..-nbrances;' ~hail mean chose: maCtrs idc:ntiiied on Schedule EII of
Attorney's Title Insuran(;~ Fond Co:mnirmem No. C-24l1049, dated July 14, ] 998, and nu...rnbered
5, 7, 8, 9, 10. 11, 12, 13; 14, 15 and 16.
"Real Propenv" shall meau [he land d~s":ribeJ on Exhibit '; A" attached hereto and made'
a and all appunenanct$, easements and dghrs thereto.
"Reimbursemem Agreement" shall mean collectively, (i) the Reimbursement and Loan
Agreement dated Au~'Ust I, 1998 ;,Unong the Credit Fatil.jey Provider and me Mortgagor and (ii)
the Master Agreement dated as of March 9, 1998 between NarionsBank, N.A. and the
Corporation, as amended,
~
, )
"Tmstee" shall mt4iil Non.ve~t RlIlk ~~.JinneSOti, N.A., in its capaciry as Trustee under the
Indenture.
WITN ESSETH:
ThaI in consideration of the premises and in Qrdtl to secure, on a pari passu basis, the
payment of the principal of and interest OIl the Bonds and Note and all fees, expenses and any
other sums of any type or nature payable to the Credit Facility Provider under the Reimbursement
Agreement, and all sums of any natUle or type payable under the Loan Agreemenr, and all
amounts due under this Mortgage and rhe performance and observance of all of the prOVisions
hereof and of said Rejmbursement Agreement and Loan Agreement, Mortgagor hereby grants,
sells, warrants, conveys, assigns, traIlsf~rs, mortgages and sets over, confirms and grants a lien
upon and security interest unto ~'loItgagees (without preference or priority), all of Mortgagor's
estate, right, title and interest in, to and under:
All of the Real Property, including, wirhout limitarion, 11orrgagor's leasehold inrerest
therein pursuant to the l.ease.
TOGETHER WITH all improvements now or hereafter locared on said Real Property and
all fixtures and articles of personal property of what50ever kind and nature and renewals and
replacements thereof now or hereafter affIxed to, attached to, placed or located upon, or used in
any way in cO.anection with the complete and comfortable use, occupancy, or operation of the Real
h~.:
~J ,': ,:.:
r'A
'.1-.1.........
O:'.14::S':\2Z',M\.!t(.x $~:': Att(~.I.""l>(J
.")
....
........~..~~'.-
Property (the "Improvements"), all licenses and permits used, useful or required in connection
with the use of said Real Property and the Improvements, and all rents, issues, proceeds, revenues
and profits accruing from said Real Property and the Improvements and together with all proceeds
of the conversion, voluntary or involuntary of any of the foregoing into cash or liquidated claims,
including without limitation, proceeds of insurance and condemnation awards and all products of
any of the foregoing (the foregoing said real property, fixtures and tangible and intangible personal
property hereinafter referred to collectively as the "Mortgaged Property"). Mortgagor hereby
grants to Mortgagees a security interest in the foregoing described fixtures and tangible and
intangible personal property.
TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the
tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining and
the reversion and reversions thereof and all the estate, right, title, interest, homestead, dower and
right of dower, separate estate, possession, claim and demand whatsoever, as well in law as in
equity, of Mortgagor and unto the same, and every part thereof, with the appurtenances of
Mortgagor in and to the same, and every part and parcel thereof unto Mortgagees.
Mortgagor warrants that Mortgagor has a valid leasehold estate in the Real Property
comprising a portion of the Mortgaged Property, and has valid title to the remaining Mortgaged
Property, subject to no lien, charge or encumbrance except Permitted Encumbrances and Permitted
Liens and Mortgagor covenants that this Mortgage is and will remain a valid and enforceable
mortgage on and security interest in the Mortgaged Property subject only to the exceptions herein
,~~~;~) provided. Mortgagor has full power and lawful authority to encumber the Mortgaged Property
in the manner and form herein done or intended hereafter to be done. Mortgagor will preserve
such title and will forever warrant and defend the same to Mortgagees and will forever warrant
and defend the validity and priority of the lien hereof against the claims of all persons and parties
whomsoever.
Mortgagor will, at the cost of Mortgagor, and without expense to Mortgagees, do, execute,
acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages,..
assignments, notices of~ssignment,....transfers and assuraD.ce~asMortgag~es shall from time to time
require in order to preserve the 'priority of the' lien of this Mortgage or to facilitate the
performance of the terms hereof.
PROVIDED, HOWEVER, that if Mortgagor shall pay to Mortgagees all such amounts
as may from time to time remain outstanding and owing under the Reimbursement Agreement and
the Loan Agreement together with interest as may accrue and upon the terms as provided therein,
and together with all other sums advanced by Mortgagees, or either of them, to or on behalf of
Mortgagor (including, without limitation, any disbursements made for the payment of taxes, levies
and insurance related to the Mortgaged Property) or otherwise due from Mortgagor pursuant to
the Reimbursement Agreement or Loan Agreement or this Mortgage, and shall perform all other
covenants and conditions of the Reimbursement Agreement and Loan Agreement and this
Mortgage, all of the terms of which are incorporated herein by reference as though set forth fully
~ 'Ii)
,.~
G:114184\22\MORT & SEe AGR(S) REDUNE
3
herein, and of any renewal, extension or modification thereof and of this Mortgage, then this
Mortgage and the estate hereby created shall cease and terminate. In the event that the Bonds
issued under the Indenture shall be discharged, directly or indirectly, through payments made by
the Credit Facility Provider under the Letter of Credit, the rights and interest of the Indenture for
the benefit of the holders or owners of such Bonds shall terminate and all such rights and interest
shall automatically and without the need for assignment or other agreement shall inure to the
benefit of the Credit Facility Provider, which shall be subrogated to the rights hereunder of the
Trustee and the holders or owners of such Bonds.
Mortgagor further covenants and agrees with Mortgagees as follows:
1. To pay all sums, including principal, interest and other charges, fees, costs, and
expenses secured hereby when due, as provided for in the Reimbursement Agreement and the
Loan Agreement and any renewal, extension or modification thereof and in this Mortgage, and
in any documents or agreements entered into pursuant thereto, all such sums to be payable in
lawful money of the United States of America as provided such documents.
4
2. To comply with all terms, conditions, warranties, and representations of the
Reimbursement Agreement and the Loan Agreement and any documents and agreements executed
or delivered by Mortgagor pursuant thereto. The terms of the Loan Agreement and the
Reimbursement Agreement (the "Basic Documents") are specifically incorporated into and made
a part of this Mortgage. Where a specific term of one Basic Document may be inconsistent with
the term of another Basic Document or with the terms of this Mortgage, the more stringent
requirement on the Mortgagor shall govern.
3. To promptly pay and discharge, or cause to be paid and discharged, all taxes,
assessments and governmental charges or levies imposed upon the Mortgaged Property before the
same shall become in default in accordance with the requirements of the Basic Documents.
4. To not remove or demolish any building, or other improvement now or hereafter
erected on the Real Property,' ot alter thearr~ge;ll1ent, d.esign or.character thereof in any manner
that is prohibited by the Reimbursement Agreement or the Loan Agreement.
5. If Mortgagor fails to keep the Mortgaged Property in repair, or shall commit or
permit waste, or if there be commenced any action or proceeding affecting the Mortgaged Property
or the title thereto, or the interest of Mortgagees therein, including, but not limited to, eminent
domain (subject to the terms of the Indenture) and bankruptcy or reorganization proceedings, then
Mortgagees, or either of them, at their or its option, may, but shall not be required to, make such
repairs and take such reasonable steps as reasonably advisable-to prevent or cure such waste, and
may appear in any such action or proceeding and retain counsel therein, and take such action
therein as Mortgagees, or either of them, deem reasonably advisable, and for any of such purposes
Mortgagees, or either of them, may, but shall not be required to, advance such sums of money,
including all costs, reasonable attorney's fees and other items of expense as they deem necessary.
....'..)
.L~~
G:\14184\22\MORT & SEe AGR(5) REDLlNE
4
6. Mortgagor will pay to Mortgagees, promptly and without demand, all sums of
money advanced by Mortgagees, or either of them, to protect the security hereof pursuant to this
Mortgage, including all costs, reasonable attorney's fees and other items of expense, together with
interest on each such advancement at the greater of the default rate of interest provided by the
Reimbursement Agreement or the Loan Agreement, and all such sums and interest thereon shall
be secured hereby.
7. Upon the occurrence of an "Event of Default" as such term is used in the
Reimbursement Agreement or the Loan Agreement, or upon Mortgagor's failure to perform any
of its obligations, covenants or agreements hereunder beyond any applicable cure period, all of
the indebtedness secured hereby shall become and be immediately due and payable at the option
of Mortgagees, without demand, which is hereby expressly waived, but with such notice as may
be required in the Reimbursement Agreement, the Indenture or the Loan Agreement, in which
event Mortgagees may avail themselves of all rights and remedies, at law or in equity, and this
Mortgage may be foreclosed with all rights and remedies afforded by the laws of Florida, and
Mortgagor shall pay all costs, charges and expenses thereof, ip.cluding a reasonable attorney's fee,
including all such costs, expenses and'attorney's fees for any retrial, rehearing or appeals. The
indebtedness secured hereby shall bear interest at the greater of the rate for defaults set forth in
the Reimbursement Agreement and the rate for defaults set forth in the Loan Agreement from and
after the date of any such default of Mortgagor.
8. If there occurs an "Event of Default" as such term is used in the Reimbursement
~.
) Agreement, the Loan Agreement or the Indenture, or a failure to perform any of Mortgagor's
obligations, covenants or agreements hereunder beyond any applicable cure period, in addition to
other rights of Mortgagees at law or in equity or under the Basic Documents and to the extent
penriitted by applicable law:
(a) Mortgagees are authorized at any time, without notice, in their sole
discretion, to enter upon and take possession of the Mortgaged Property or any part thereof, to
perform any acts Mortgagees deem necessary or proper to conserve the security and to collect and
receive allrents, issues-and profits thereof, including those past due'as well as those accruing
thereafter;
(b) Mortgagees are authorized to take or exercise all rights and remedies granted
a secured party by the Florida Uniform Commercial Code; and
(c) Mortgagees shall be entitled, as a matter of strict right, without notice and
ex parte. and without regard to the value or occupancy of the security, or the solvency of
Mortgagor, or the adequacy of the Mortgaged Property as security for the Reimbursement
Agreement and the Loan Agreement, to have a receiver appointed to enter upon and take
possession of the Mortgaged Property, collect the rents and profits therefrom and apply the same
as the court may direct, such receiver to have all the rights and powers permitted under the laws
of Florida.
)
,_./
G:\14184\22\MORT & SEe AGR(S) REDLlNE
5
-- , In any such case, Mortgagees or the receiver may also take possession of, and for these
purposes use, any and all personal property which is a part of the Mortgaged Property and used
by Mortgagor in the rental or leasing thereof or any part thereof. The expense (including
receiver's fees, counsel fees, costs and agent's compensation) incurred pursuant to the powers
herein contained shall be secured hereby. Mortgagees shall (after payment of all costs and
expenses incurred) apply such rents, issues and profits as they may receive to the indebtedness
secured hereby in such order as Mortgagees determine. The right to enter and take possession of
the Mortgaged Property, to manage and operate the same, and to collect the rents, issues and
profits thereof, whether by a receiver or otherwise, shall be cumulative to any other right or
remedy hereunder or afforded by law, and may be exercised concurrently therewith or
independently thereof. Mortgagees shall be liable to account only for such rents, issues and profits
actually received by Mortgagees.
The foregoing rights are in addition to any rights provided under.law, including but not
limited to the rights of a mortgagee under Florida Statutes Section 697.07.
9. If the indebtedness secured hereby is now or hereafter further secured by chattel
mortgages, security interests, financing statements, pledges, contracts of guaranty, assignments
of leases, or other securities, or if the Mortgaged Property hereby encumbered consists of more
than one parcel of real property, Mortgagees may at their option exhaust anyone or more of said
securities and security hereunder, or such parcels or portions of the security hereunder, either
concurrently or independently, and in such order as they may determine.
l;~>':'l:~'i
)
10. No delay by Mortgagees, or either of them, in exercising any right or remedy
hereunder, or otherwise afforded by law, shall operate as a waiver thereof or preclude the exercise
thereof during the continuance of any default hereunder. No waiver by Mortgagees, or either of
them, of any default shall constitute a waiver of or consent to subsequent defaults. No failure of
Mortgagees, or either of them, to exercise any option herein given to accelerate maturity of the
debt hereby secured, no forbearance by Mortgagees, or either of them, before or after the exercise
of such option and no withdrawal or abandonment of foreclosure. proceedings by Mortgagees, or
either of them, shall be taken or. cons~ed. as ~ waiver . ~f their ,or its right to exercise such option
or to accelerate the.maturity of the debt hereby secured by reasori of any past, present or future
default on the part of Mortgagor; and, in like manner, the procurement of insurance or the
payment of taxes or other liens or charges by Mortgagees, or either of them, shall not be taken
or construed as a waiver of their or its right to accelerate the maturity of the debt hereby secured.
11. Without affecting the liability of Mortgagor or any other person (except any person
expressly released in writing) for payment of any indebtedness secured hereby or for performance
of any obligation contained herein, and without affecting the rights of Mortgagees with respect to
any security not expressly released in writing, Mortgagees may, at any time and from time to time,
either before or after the maturity date of this Mortgage, and without notice or consent:
G:\14184\22\MORT & SEe AGR(5) REDUNE
6
(a) Release any person liable for payment of all or any part of the indebtedness
or for performance of any obligation;
(b) Make any agreement extending the time or otherwise altering the terms of
payment of all or any part of the indebtedness, or modifying or waiving any obligation, or
subordinating, modifying or otherwise dealing with the lien or charge hereof;
(c) Exercise or refrain from exercising or waive any right Mortgagees may
have;
(d) Accept additional security of any kind; and
(e) Release or otherwise deal with any property, real or personal, securing the
indebtedness, including all or any part of the Mortgaged Property.
12. Any agreement hereafter made by Mortgagor and Mortgagees pursuant to this
Mortgage, including, without limitation, any amendment hereof or supplement hereto, shall be
superior to the rights of the holder of any intervening lien or encumbrance.
13. Mortgagor hereby waives all right of homestead exemption, if any, ill the
Mortgaged Property.
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14. In the event of condemnation proceedings of the Mortgaged Property or the
payment of insurance proceeds, the award or compensation payable thereunder shall be applied
in accordance with the terms of the Reimbursement Agreement. In any such condemnation
proceedings, Mortgagees may be represented by counsel selected by Mortgagees.
15. Notwithstanding anything contained in the Indenture, the Loan Agreement, this
Mortgage, the Reimbursement Agreement or other documents executed and delivered in
connection therewith to the contrary, so long as either (a) the Letter of Credit is in existence and
secures the Bonds, and so long as the.Credit Facility Provid~rhas not wrongfully dishonored a
draw request thereunder, or. (b) any .amount. t~mains .unpaid linder the Note, then in either case,
the Credit Facility Provider ~ without any participation by the Trustee, shall have the sole right to
render any consents or approvals required or permitted hereby and exercise or accept the benefits
..of any of the rights or remedies hereunder, and the Trustee shall not, without the prior written
consent of the Credit Facility Provider, exercise or accept the benefits and any of the rights or
. remedies provided in this Mortgage, it being understood that this covenant shall be binding on all
successors and assigns of the Trustee. This provision is for the benefit of the Credit Facility
Provider and not the Mortgagor.
In the event that all amounts as may from time to time have become outstanding and owing
under the Note and the Reimbursement Agreement, together with interest as may have accrued and
upon the terms as provided therein, and all other sums advanced by the Credit Facility Provider
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to or on behalf of Mortgagor or otherwise due from Mortgagor to the Credit Facility Provider
pursuant to the Reimbursement Agreement or this Mortgage shall have been paid in full and no
other amounts shall be outstanding thereunder, and the term of the Letter of Credit and the
Reimbursement Agreement shall have expired or been terminated and the Mortgagor shall perform
all other covenants and conditions of the Reimbursement Agreement, the rights and interest of the
Credit Facility Provider hereunder shall terminate, and all such rights and interest shall
automatically and without the need for assignment or other agreement inure to the benefit of the
Trustee~
16. The obligations represented by this Mortgage, the Loan Agreement and the
Reimbursement Agreement are personal to the Mortgagor, and the Mortgagees have entered into
such documents based in large part upon the credit of the Mortgagor and the Mortgagees I
judgment of the ability of the Mortgagor to repay all sums due under this Mortgage and such other
documents, and therefore this Mortgage may not be assumed by any subsequent holder of an
interest in the Mortgaged Property. All amounts payable by the Mortgagor to the Mortgagees
pursuant to the Note, the Reimbursement Agreement and the Loan Agreement, shall be due and
payable upon any sale, tr':lnsfer or conveyance of the Mortgaged Property, or abandonment of the
use of the Mortgaged Property for a period exceeding thirty (30) days by the Mortgagor, unless
otherwise expressly agreed to in writing by the Mortgagees.
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17. In the event anyone or more of the provisions contained in this Mortgage, the
Reimbursement. Agreement, the Loan Agreement, or the other Basic Documents shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall, at the option of the Mortgagees, not affect any other provision of this
Mortgage, but this Mortgage shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein or therein. The total interest payable pursuant to the
Note, the Reimbursement Agreement and the Loan Agreement, the other Basic Documents or this
Mortgage shall not in anyone year exceed the highest lawful rate of interest permitted in the State
of Florida.
18. If the Credit Facility PrQvider or the riustee shall foreclose the Mortgage or shall
accept an assignment of all or part of the Lease in lieu of foreclosure, the Borrower shall fully
cooperate with the Credit Facility Provider and the Trustee in connection with the assignment of
all necessary licenses, permits and approvals for the operation. of the Mortgaged Property to the
Credit Facility Provider and the Trustee or their nominee and shall execute such documents as are
reasonably requested by the Credit Facility Provider or the Trustee to carry out the intent of this
paragraph.
19. The covenants and agreements herein contained shall bind and the benefits and
advantages shall inure to the respective heirs, executors, administrators, successors, and assigns
of the parties hereto. Wherever used, the singular number shall include the plural, the plural the
singular, and the use of any gender shall be applicable to ail genders. All covenants, agreements
and undertakings shall be joint and several. In the event additional numbered covenants or
G:1l4184\22\MORT & SEe AGR(5) REDLINE
8
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paragraphs are for convenience inserted in this Mortgage, such additional covenants shall be read
and given effect as though following this covenant in consecutive order.
20. The interest of the Issuer herein is being assigned to the Trustee pursuant to the
Indenture. The Corporation and the Credit Facility Provider consent to that assignment.
IN WITNESS WHEREOF, Mortgagor has duly executed this Mortgage as of the date fIrst
above written.
CHI CHI RODRIGUEZ YOUTH
FOUNDATION, INC.
(SEAL)
By:
-~
-"
Name: Polly Bateman
Title: Executive Vice-President
ATTEST:
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Name: Lee E. laney
Title: Director of Administration
)
ss.
COUNTY OF PINELLAS )
STATE OF FLORIDA
The foregoing instrument was acknowledged before me this 5th day of August, 1998, by
Polly Bateman and Lee E. Clancy of Chi Chi Rodriguez Youth Foundation, Inc., a Florida
not-for-profit corporation, on beh~lf of the corpo~atio.n. They are personally known to me.
(NOTARY SEAL)
,..UtI,
$.';~"'l~ MARK E. RAYMOND
~ . :*~ MY COMMISSION' CC 692991
~ EXPIRES: February 18. 2002
... . Bonded llnu Nobuy PIJbIIc lInderwlll8r8
G:\14184\22\MORT & SEe AGR(S) REDLlNE
9
Exhibit A
City of Clearwater property on the west side of McMullen
Booth Road and North of State Road 580 in Section 20,
Township 28 South, Range 16 East and Section 21, Township 28
South, Range 16 East being further described as follows:
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PARCEL TWO
A parcel of land in Section 20, Township 28 South, Range 16
East, Pinellas County, Florida and,being-more particularly
described as follows:
Th~ North 1/2 of the Northeast 1/4 of the Southeast 1/4 of
said Section 20, and The North 3/4 of the South 1/2' of the
Northeast 1/4 of the Southeast 1/4 of said Section 20.
and
Commence at the East 1/4 corner of said Section 20j thence
South 89 deg 54'58M West,' along the East-West Centerline of
said Section 20, 495.47 feet to the Point of Beginning; thence
continue South 89 deg 54'58M West along said"line 838.64 feet
to the Northwest corner of the Northeast 1/4 of the Southeast
1/4 of said Section 20; thence South 00 deg 00'16M West" along
the West line of said Northeast 1/4 of the Southeast 1/4,
1,221.50 feet; thence leaving said line South 89 deg 50'51"
West, 370.01 feetj thence N6rth 00 deg 00'16" East 635.80 feet
to a point of curve; thence along the arc 'of a curve to the
right, radius 950.00 feet, arc 1,361.59 feet, chord North 41
deg 03'51" East, 1',248.01 feet to a point"of reverse curvej
thence along the arc of "a curve to the left, radius 1,050.00
feet, arc 170.34 feet, chord North 77 deg 28'35M.East 170.16
feet to a point on curve; thence leaving said curve South 19
deg 21'16" East 240.76 feet to a point of curve; thence along
the arc of a curve to the left radius' 290.00 feet, arc 222.05
feet, chord South 41 deg 17'23M East 216.67 feet to the Point
of Beginning. LESS AND EXCEPTING the Southerly 50.4 feet more
or less, platted in Eagle Estates as.recorded in Plat Book 74,
Pages 40 and 41 of the Public Records of Pinellas County,
Flcirida. Also Less and" Excepting an 80 foot drainage, utility
and right-of-way ~~sement described as follows: .
Begin at the Northeast corner of the South~ast 1/4 of said
Section 20, thence South 00 deg 01'19" West, along the East
line of the North~ast 1/4 of the Southeast 1/4 of said Section
20, 80.00 feet; thence North 82 deg 49'46" West 404.16 feet 'to
a point of curvature of a curve to the right; thence along the
arc of said curve, ~adius 290.00 feet, arc ~9.~3 feet, chord
bearing North 73 deg 01'37M West,'chord 98.74 feet to a point
on the North line of the Northeast 1/4 of the Southeast 1/4 of
said Section '20; thence North 89 deg 54'58M East, along said
North line, 495.47 feet to the Point of Beginning.
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Page 1 of 3 pages
Exhibit A
PARCEL THREE .
A parcel of land in Section 21, Township 28 South, Range 16
East, Pinellas County, Florida, and being more particularly
described as follows: '
The West 1/2 of the Southwest 1/4 of said Section 21, LESS AND
EXCEPTING an 80 foot drainage, utility and right-of-way
easement lying in the North 80 fee~ of the West 1/2 of the
Sou~hwest 1/4 of said Section 21, Also LESS AND EXCEPTING the
Easterly 100 feet for proposed right-of-way of McMullen Booth
Road. Also Less and Excepting the Westerly 101 feet 'of the
Easterly 201 feet of the Southerly 121 feet of the West 1/2 of
the,Southwest 1/4 of said Section 21. Also LESS. AND EXCEPTING
the Westerly 580 feet of the Easterly, 680 feet of the
Northerly 930 feet of the West 1/2 of the Southwest '1/4 of
said Section 21.
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PARCEL FOUR
Commencing at the Southeast corner of Sectiqn 20, Township 28
South, Range 16 East Pinellas County, Florida, run North 0 deg
01 '19" East 334.26 feet for a Point of Beginning; thence South
89 deg 46'45" West, 1,333.40 feet; thence South 0 deg 00!16"
West, 395.46 fee~; thence 811.50 feet :along the arc of a curve to
the right, radius 100.00 feet, chord'North 33 deg 12'24" West,
766.82 feet; thence 'North' O'deg 00'16- East 87.10 feet; thence
North 89 deg 47'55" East, 1,753:51 feet; thence South 0 deg 01 '19"
West 334.26 feet to the Point of Beginning, LESS AND EXCEPTING that
portion dedicated as right-of-way for Landmark Drive on the plat of
Landmark Woods 2nd Addition recorded In Plat Book 77, Pages 29, 30
and 31 Public Records of PInellas County, Florida.
LESS
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" A portion. of the tract, as record~d in Official Record
Book 4151, Page 1800, Public Records Pinellas County, .
Florida in Section 21, Township 28 South, Range 16 East,
Pinellas ~ounty, Florida, being described as follows:
Commencing at the Center of said Section.21, run N
89023'18"W along the North line of the Northeast 1/4 of the
Southwest 1/4 of said Section 21, for a distance of 1,342.69
feet to the Northwest corner of aforesaid Northeast 1/4 of
the Southwest. 1/4 of Section 21; thence continue N
89023'18"W along the North line of the, Northwest 1/4 of said
Southwest 1/4 of Section 21, for a distance of 50.00 feet to
the POINT OF BEGINNING; thence S 00004'31"E along a line
being 50 feet ~est of and parallel with the West line of the
Page 2 of 3 pages
Exhibit A
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East 1/2 of the Southwest 1/4 of said Section 2~, the same
being the Westerly right-of way line of McMullen-Booth Road,
for a distance of 2,672.26 feet to a point on the South line
of said Section 21; thence N 89031'23uW along said South
line, for a distance of 17.37 feet; thence N 01029'20E, for
a distance of 240.21 feet to a Point on Curve, aradial.of
said point being N 88041'30uE; thence nor~hwardly, 270.53
feet along the arc of a curve, concave to the West, having a
radius of 11,359.16 feet, through a central angle of
01021'52u, a chord be4ring N 01059'26uW, 270.52 feet, to a
Point of Tangency; thence N 02040'23uW, for a distance of
403.12 feet to a Point of Curvaty:re; thenc~ northwardly,
524.05 feet along the'arcofa curve, concave to the East,
having a radius of 11,559.16 feet, through a central angle
of 02035'51, a chord bearing N 01022'27uW, 524.0p feet to a
Point of Tangency; thence N 00004'31uW along a line being
100 feet west of and parallel with aforesaid West line of
the East 1/2 of the Southwest 1/4 of Section 21, for a
distance of 1,235.63 feet to a point on aforesaid North line
of the Northwest 1/4 of Southwest 1/4 of Section 21; thence
S 89023'18uE along said North line, for a distance of 50.00
feet to the POINT OF BEGINNING.
., )
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Page 3 of 3 pages
PREPARED BY AND
RETURN TO:
MARK E. RAYMOND
Moyle, Flanigan, Katz,
KoUns, Raymond & Sheehan, P.A.
P.O. Box 3888
West Palm Beach, FL 33402
SATISFACTION OF MORTGAGE AND
TERMINA TION OF OTHER DOC1JMENTS
This Satisfaction of Mortgage. and Termination of Other Documents is dated as of August
1, 1998 and is made by NationsBank, N;A. (formerly known as "NCNB National Bank of
Florida" and as "NationsBank, N.A. (South)" (the "Bank"). The Bank hereby terminates,
releases, satisfies and acknowledges discharge of the following documents:
1. Leasehold Mortgage and Security Agreement dated May 28, 1992 from The Chi
CW Rodriguez, Youth Foundation, Inc. and recorded in Official Records Book 7922, Page 107,
et. seq., Public Records of PinelIas County, Florida;
~) 2. Modification to Mortgage and Notice of Future Advance, dated July 26, 1996, from
Chi Chi Rodriguez Youth Foundation, Inc. and recorded in Official Records Book 9418, Page
2025, et. seq., Public Records of PinelIas County, Florida and re-recorded in Official Records
Book 9428, Page 1206, et. seq., Public Records of Pine lIas County, Florida and re-recorded in
Official Records Book 9433, Page 908, et. seq., Public Records of Pinellas County, Florida;
3. Assignment of Lessor's Interest in Leases, Rents and Profits, dated May 28, 1992,
from Chi Chi Rodriguez Youth Foundation, Inc., recorded in Official Records Book 7922, Page
122, et. seq., Public Records of Pinellas County, Florida;
4. Modification of Assignment of Lessor's Interest in Leases, Rents and Profits, dated
July 26, 1996 made by CW Chi Rodriguez Youth Foundation, Inc. and recorded in Official
Records Book.9418, Page 2029, et. seq., Public Records of Pinellas County, Florida and re-
recorded in Official Records Book 9428, Page 1210, et. seq., Public Records of Pinellas County,
Florida; and
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5. UCC-l Financing Statement recorded in Official Records Book 7922, Page 126,
Public Records of Pinellas County, Florida.
NATIONSBANK, N.A.
By:
~/~
Its: Vice-President
STATE OF FLORIDA )
COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before me this 5th day of August, 1998, by
Edmund O'Carroll, as Vice-President of NationsBank, N.A., a Florida corporation, on behalf of
the corporation, and he is personally known to me.
$l~
Notary blic
~
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(NOTARY STAMP)
......... MARK E RAYMOND
~..~~".r~,$'.. .
N'oQ,O'::-: MY COMMISSION' CC 692991
;,,~~~~~":.i EXPIRES: February 18, 2002
"'~p.r..r..~;,., Bonded ThRl Notary PubIc lbIerwIIl8la
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