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EXHIBIT 10.2
LOAN AGREEMENT
THE FIRST INDEPENDENCE BANK, (hereafter called "bank" or "the bank"), and
Flordeco, LTD. (hereafter called "Borrower" or "the Borrower") agree on 3rd day
of August, 1996 as follows:
THE LOAN. The Bank will loan the Borrower $500,000 (the "Loan") which will be
used for the purpose of funding future real estate purchases and seasonal
working capital requirements. The terms and conditions of the loan are spelled
out below.
1. Security. Each and every promissory note delivered, or to be delivered, to
Debtor by purchasers of units in Debtor, which units represent limited
partnership interests in Debtor, pursuant to the terms of the Subscription
Agreement for units of Debtor, the Prospectus of Debtor dated August 12, 1996,
and related documents.
2. Guarantors. Xx. Xxxxxx X. Xxxxxx, Xx., and Flordeco, Inc.
3. Commitment Fee. $3,750.
REPRESENTATIONS. Borrower represents and warrants to Bank that the following
paragraphs are true and correct:
1. Power. Borrower is a Florida limited partnership, duly organized, validly
existing, and in good standing under the laws of the State of Florida and has
full power to execute this Agreement, to borrow money in accordance with the
terms hereof, and to do any and all things required herein.
2. Authority. The execution of this Agreement and the documents provided for
herein have been duly authorized by appropriate partnership action; and no
provision of Borrower's Partnership Agreement, regulations, or of any agreement
or undertaking to which Borrower is a party conflicts with or prevents the
Borrower from executing and carrying out the terms of this Agreement and the
loan's implementing documents.
3. Financial Condition. The financial statements, delivered to the Bank, are
true and show on a consolidated and consolidating basis the financial condition
of Borrower and any subsidiaries. Nothing has occurred or will occur before
funding that will materially affect in any adverse manner the condition of the
Borrower or any subsidiary as disclosed in the financial statements,
Borrower has no known actual or contingent liabilities, except such as are
reflected in the financial statements or in other documents that have been
delivered to the Bank.
4. Liens. There are no liens or encumbrances on any of the assets of the
Borrower or any subsidiary other than those granted to the Bank or those shown
on a special attachment to the Borrower's most recent financial statements.
5. Taxes. Borrower has filed all required federal, state, and local tax returns
and has paid all taxes and assessments as shown on such returns as they have
become due. No claims have been asserted or are unpaid with respect to such
taxes except as disclosed in the financial statements.
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BORROWER'S AFFIRMATIVE DUTIES: While the Loan is unpaid:
1. Annual Financial Statements. Borrower will furnish to the Bank, not later
than 90 days after the expiration of each fiscal year, detailed reports of the
Borrower covering such fiscal year. These are to be prepared on a consolidated
and consolidating basis and will be certified to by a CPA firm satisfactory to
the Bank. No change in accounting procedures or the CPA firm will be made
without the written permission of the bank.
2. Guarantors financial statements. All guarantors will provide to the Bank,
annual personal financial statements and tax returns, including K-1 schedules.
3. Insurance. Borrower will maintain property insurance (with Bank named as loss
payee) with responsible companies in such amounts and against such risks as is
customarily carried by prudent owners of similar businesses and property.
Borrower will promptly furnish the Bank a schedule of all such insurance.
Updates will be furnished annually thereafter. These annual updates will be
furnished as a schedule to the annual audited financial statements. Bank will be
furnished copies of insurance policies as requested.
4. Taxes. Borrower will promptly pay when due all taxes, assessments, and
governmental charges of every kind and nature lawfully levied, assessed, or
imposed upon Borrower or its properties except to the extent contested in good
faith, and in this connection will establish and maintain a reserve for federal
income taxes in accordance with generally accepted accounting practices.
5. Maintenance of Fixed Assets. The Borrower shall maintain all property, plant,
equipment, and rolling stock in a good state of repair.
6. Contingent Liabilities. The Bank will be informed of any litigation, changes
in contractual obligations, or other changes in the status quo of the borrower
that could materially affect the business.
7. Attorney's Fees. All attorney's fees and other direct Bank expenses incurred
in connection with the origination of the loan shall be paid by the Borrower.
8. Information. Borrower will furnish to the Bank with reasonable promptness
such data and information concerning the business of the Borrower as may be
requested by the Bank from time to time. Bank may inspect the Borrower's books
and records, as well as the plant, inventory, and equipment at any time.
BORROWER ALSO COVENANTS
1. Management. Borrower will maintain executive management which shall at all
times be satisfactory to the Bank and will notify Bank of any management
changes. Bank is satisfied with the existing executive management of the
Borrower.
3. Partnership Status. Borrower will maintain its partnership existence in good
standing. Borrower will not merge or consolidate with or into another entity,
except that a subsidiary of Borrower may merge with another subsidiary of
Borrower, or with the Borrower so long as Borrower is the continuing
corporation. Borrower will not change the character of its business.
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4. Bank Account. Borrower will regularly deposit all funds received from its
business activities in accounts maintained by Borrower at Bank. Payments of
interest and principal due on the loan and any other obligations created by this
Agreement may at Bank's discretion be charged against any of Borrower's accounts
with Bank. Borrower hereby grants to the Bank the unrestricted right of set-off
against any account of Borrower with the Bank. Bank will notify Borrower of all
charges which Bank makes against Borrower's account upon the making of such
charges.
EVENTS OF DEFAULT. Borrower will be in default under this Agreement and all the
documents given in connection herewith upon the happening of any of the
following events:
1. Payment. If Borrower fails to pay (1) all or any part of the principal or
interest of any note or any renewal note issued under this Agreement or (2) any
other amount Borrower owes Bank when the same is due and such failure continues
for a period of 10 days.
2. Duties. If Borrower fails to perform an of the duties to be performed by
Borrower in this Agreement or any document given in connection herewith, and
such failure continues for 30 days after written notice thereof has been given
to Borrower by the Bank.
3. Other Obligations. If Borrower Defaults in any payment of principal or
interest on any other obligation for borrowed money beyond any period of grace
provided with respect thereto, or in the performance of any other agreement,
term or condition contained in any agreement under which such obligation is
created, if the effect of such default is to cause or permit a holder of such
obligation to cause such obligation to become due prior to its stated maturity.
4. Misrepresentation. If any representation or warranty made by the Borrower or
any officer thereof in this Agreement or in any written statement, certificate,
or document now or later furnished by or for Borrower in connection herewith
proves to be materially untrue as of the date with respect to which it was
made.
REMEDIES. While Borrower is in default and at any time thereafter during the
continuance of such default, the Bank may, at the same or different times, take
one or more of the following actions:
1. Terminate its commitment to make loans hereunder.
2. The Bank may, by giving written notice to the Borrower then or at any time
thereafter, in its absolute discretion, declare the amount then remaining unpaid
on any notes or any renewal notes issued under this agreement to be forthwith
due and payable, anything herein contained or in any note or any renewal note to
the contrary notwithstanding.
MISCELLANEOUS. While the note is unpaid.
1. Costs and Expenses of the Bank. In addition to other obligations hereunder,
the Borrower will also pay all out-of-pocket expenses incurred by the Bank in
connection with the preparation of the Agreement and all the documents executed
in connection herewith (whether or not the transaction hereby or thereby
contemplated shall be consummated) and the enforcement and protection of the
rights of the Bank in connection with this Agreement and all the documents
executed in connection herewith.
2. Modifications and Consents. No modification or waiver of any provision of
this Agreement nor consent to any departure by the Borrower therefrom shall be
effective unless the same shall be in writing and signed by Bank, and then such
waiver or consent shall be effective only in the specific instance for the
purpose for which given. No notice of demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in the same,
similar, or other circumstances.
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3. Documents. Borrower will execute and cause others to execute and deliver to
the Bank the documents necessary to consummate the transactions contemplated
hereby (in a form satisfactory to Bank). Bank will have no duty to make any
loans until it has received all requested documents and any other items it deems
necessary for its files.
4. Notice. The service upon the Borrower of any notice provided for in this
Agreement may be made by mailing by registered mail a copy of such notice to the
last known address of the Borrower as shown by the records of the Bank.
5. No Waiver. No delay on the part of the Bank in exercising any right, power,
or privilege shall operate as a waiver thereof. The rights and remedies herein
expressly specified are cumulative and not exclusive of any rights or remedies
which the Bank would otherwise have.
6. Binding Effect. This Agreement and the documents executed in connection
herewith will be construed in accordance with the laws of the State of Florida.
It may be executed in any number of counterparts which together shall constitute
but one and the same instrument and will bind and benefit the Borrower and the
Bank and their Respective successors and transferees.
7. Good Faith. The Bank acknowledges that all dealings by the Borrower that
precede this agreement were done in good faith with no fraudulent intent. The
Borrower acknowledges that all dealings by the Bank that precede this agreement
were done in good faith with no fraudulent intent. Any future questions
regarding good faith or intent will be resolved by mutual agreement between the
parties if this is possible. If this is not possible and unresolved questions of
good faith or intent must be litigated, the rights to a jury trial are hereby
waived. If the party who files such suit loses, that party will pay all
resulting legal fees incurred by the party that wins the suit.
8. Oral Agreements. All previous oral agreements between the Bank and the
Borrower have been superseded by this loan agreement. All future oral agreements
shall be null and void if not reduced to writing in seven days. This document
can be amended only by writings signed by both parties.
DATED: March 3rd, 1997
FIRST INDEPENDENCE BANK FLORDECO, LTD, a Florida limited partnership
By: INVESTORS TRUST, INC., a Florida corporation,
its General Partner
By /s/ Xxxxxxx X. Xxxxxxxx By /s/ Xxxxx Xxx
---------------------------- --------------------------------------
Xxxxx Xxx, President
Its Senior Vice President Its
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PROMISSORY NOTE
(Revolving Line of Credit)
$500,000.00
MARCH 3, 1997
FOR VALUE RECEIVED, FLORDECO, LTD., A FLORIDA LIMITED PARTNERSHIP
(sometimes hereinafter referred to as the "undersigned" or the "Borrower"),
promises to pay to the order of FIRST INDEPENDENCE BANK OF FLORIDA, a Florida
banking corporation, or any subsequent holder of this note ("Bank"), at its
principal offices located at 16740 San Xxxxxx Boulevard, S.W., P.O. Box 08009,
Xxxx Xxxxx, Xxxxxxx 00000 (or at such other place or places as Bank may
designate) the principal sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00) or so much thereof as may be from time to time outstanding,
subject to the restrictions set forth in Section 4 below, plus interest thereon
at the Rate hereinafter defined, all in accordance with the terms and conditions
of this Promissory Note (the "Note"). This Note is secured by an Assignment and
Security Agreement and UCC Financing Statements of even date filed or to be
filed for record in the public records of Xxx County, Florida, and in the Office
of the Secretary of State of the State of Florida (the "Financing Statements")
and other agreements by and between Borrower and Bank. The Assignment and
Security Agreement and Financing Statements and such other agreements are
hereinafter referred to collectively as the "Security Documents" and the loan
evidenced thereby is hereinafter referred to as the "Loan." Terms used herein
but not otherwise defined hereunder are defined as set forth in the Security
Documents. All of the terms, definitions, conditions and covenants of the
Security Documents are expressly made a part of this Note by reference in the
same manner and with the same effect as if set forth herein at length, and any
holder of this Note is entitled to the benefits of and remedies provided in the
Security Documents. Subject to the terms and conditions of this Note and the
Security Documents, Bank shall advance funds to Borrower, such that Borrower may
borrow, partially or wholly repay, and reborrow, on a revolving basis, up to a
maximum principal sum as set forth herein.
1. Prime Rate. For purposes hereof, "Prime Rate" means the fluctuating rate of
interest per annum established by Bank as its prime lending rate in effect from
time to time whether or not such rate shall be otherwise published. Such Prime
Rate is established by Bank as an index or base rate and may or may not at any
time be the best or lowest rate of interest offered by Bank.
2. Interest. The outstanding Loan principal balance shall bear interest at the
per annum rate equal to the Prime Rate, as adjusted by Bank from time to time,
plus one percent (1%). The interest rate shall be adjusted as often as the Prime
Rate is adjusted by Bank, from time to time, during the term of the Loan. The
initial interest rate shall be nine and one-quarter percent (9.25%). Interest
shall be computed on the basis of a daily amount of interest accruing on the
daily outstanding principal balance during a 360-day year
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multiplied by the actual number of days the principal is outstanding during such
applicable interest period.
3. Payment of Interest and Principal. All accrued and unpaid interest shall be
due and payable quarterly, in arrears, with the first such interest payment to
be due and payable on June 1, 1997, and subsequent interest payments to be due
on the same day of each and every third (3rd) month thereafter during the term
of the Loan. Notwithstanding the above, all accrued but unpaid interest and the
entire outstanding principal balance shall be due and payable in full on the
Maturity Date, as defined below. All payments of principal and interest shall be
made in lawful currency of the United States of America which shall be legal
tender in payment of all debts, public and private, at the time of payment.
4. Maximum Outstanding Principal Balance. Notwithstanding anything to the
contrary herein, the maximum outstanding principal balance allowed shall be
reduced during the second and third years of the term of the Loan as follows:
Commencing with the date of this Note and continuing until the first anniversary
of this Note, the maximum principal balance that may be outstanding at any one
time shall be Five Hundred Thousand and No/100 Dollars ($500,000.00). Commencing
on the first anniversary of this Note and continuing until the second
anniversary of this Note, the maximum principal balance that may be outstanding
at any one time shall be Four Hundred Thousand and No/100 Dollars ($400,000.00).
Commencing on the second anniversary of this Note and continuing until the
Maturity Date, as defined below, the maximum principal balance that may be
outstanding at any one time shall be Three Hundred Thousand and no/100 Dollars
($300,000.00). If, on any anniversary of the date of this Note, the principal
balance shall exceed the maximum amount allowed as set forth above, Borrower
shall immediately pay to Bank the amount of such excess.
5. Prepayment. This Note may be prepaid in whole or in part at any time without
fee, premium or penalty. Any partial prepayment shall be applied in accordance
with paragraph 11 below and shall not postpone the due date of any subsequent
periodic installments or the Maturity Date, or change the amount of such
installments due, unless Bank shall otherwise agree in writing.
6. Late Charges. Should Borrower fail to pay the installments of interest or
principal (if applicable) on any due date provided for herein or within ten (10)
days thereafter, then Borrower further promises to pay a late payment charge
equal to four percent (4%) of the amount of the unpaid installment as liquidated
compensation to Bank for the extra expense to Bank to process and administer the
late payment, Borrower agreeing, by execution hereof, that any other measure of
compensation for a late payment is speculative and impossible to compute. This
provision for late charges shall not be deemed to extend the time for payment or
be a "grace period" or "cure period" that gives Borrower a right to cure a
Default or Default Condition. Imposition of late charges is not contingent upon
the giving of any notice or lapse of any cure period provided for in the
Security Documents and
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shall not be deemed a waiver of any right or remedy of Bank, including without
limitation, acceleration of this Note.
7. Maturity Date. The then outstanding principal balance plus all accrued but
unpaid interest shall be due and payable on March 1, 2000 (the "Maturity Date").
8. Default. Any failure of Borrower or any Guarantor to comply with any term,
covenant, or condition of this Note, including without limitation, Borrower's
failure to pay principal, interest, or expenses when same shall become due or
the existence of any Default Condition or Default under the Security Documents
shall be deemed, at the option of Bank, a Default under this Note.
9. Acceleration. Upon the occurrence of a Default hereunder or under the terms
of any one or more of the Security Documents, Bank may declare the then
outstanding principal and all accrued but unpaid interest immediately due and
payable and upon acceleration and thereafter this Note shall bear interest at
the Default Rate, hereinafter defined, until all indebtedness evidenced hereby
and secured by the Security Documents has been paid in full. Further, in the
event of such acceleration, the Loan and all other indebtedness of Borrower to
Bank arising out of or in connection with the Loan shall become immediately due
and payable, without presentation, demand, protest or notice of any kind, all of
which are hereby waived by Borrower. Any judgment rendered on this Note shall
bear interest at the Default Rate (as herein defined).
10. Default Rate. After default or maturity or upon acceleration, and
thereafter, the unpaid indebtedness then evidenced by this Note and due under
and secured by the Security Documents shall bear interest at a fixed rate equal
to the lesser of (a) the maximum rate then permitted under applicable law, or
(b) eighteen percent (18%) per annum.
11. Application of Payments. All sums received by Bank for application to the
Loan may be applied by Bank to late charges, expenses, costs, interest,
principal, and other amounts owing to Bank in connection with the Loan in the
order selected by Bank in its sole discretion.
12. Expenses. In the event this Note is not paid when due on any stated or
accelerated maturity date, or should it be necessary for Bank to enforce any
other of its rights under this Note, or the Security Documents, Borrower will
pay to Bank, in addition to principal, interest and other charges due hereunder
or under the Security Documents, all costs of collection or enforcement,
including reasonable attorneys' fees, paralegals' fees, legal assistants' fees,
costs and expenses, whether incurred with respect to collection, litigation,
bankruptcy proceedings, interpretation, dispute, negotiation, trial, appeal,
defense of actions instituted by a third party against Bank arising out of or
related to the Loan, enforcement of any judgment based on this Note, or
otherwise, whether or not a suit to collect such amounts or to enforce such
rights is brought or, if brought, is prosecuted to judgment.
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13. Waiver. All persons now or at any time liable for payment of this Note,
whether directly or indirectly, including without limitation any Guarantor,
hereby waive presentment, protest notice of protest and dishonor. The
undersigned expressly consents to any extensions and renewals, in whole or in
part to the release of any or all Guarantors or co-makers and any collateral
security or portions thereof, given to secure this Note, and all delays in time
of payment or other performance which Bank may grant, in its sole discretion, at
any time and from time to time without limitation all without any notice or
further consent of Borrower, and any such grant by Bank shall not be deemed a
waiver of any subsequent delay or any of Bank's rights hereunder or under the
Security Documents.
14. Usury. In no event shall this or any other provision herein or in the
Security Documents permit the collection of any interest which would be usurious
under the laws of the State of Florida. If any such interest in excess of the
maximum rate allowable under applicable law has been collected, Borrower agrees
that the amount of interest collected above the maximum rate permitted by
applicable law, together with interest thereon at the rate required by
applicable law, shall be refunded to Borrower, and Borrower agrees to accept
such refund, or, at Borrower's option, such refund shall be applied as a
principal payment hereunder.
15. Modification. This Note may not be changed orally, but only by an agreement
in writing signed by the Bank and Borrower.
16. Applicable Law. This Note shall be governed by and construed in accordance
with the laws of the State of Florida.
17. Notices. All notices or other communications required or permitted to be
given pursuant to the provisions of this Note shall be given in writing, by U.S.
Mail or by hand delivery.
18. Successors and Assigns. As used herein, the terms "Borrower" and "Bank"
shall be deemed to include their respective heirs, personal representatives,
successors and assigns. The owner of this Note may, from time to time, sell or
offer to sell the loan evidenced by this Note, or interests therein, to one or
more assignees or participants and is hereby authorized to disseminate any
information it has pertaining to the loan evidenced by this Note, including,
without limitation, any security for this Note and credit information on
Borrower, any of its principals and any guarantor of this Note, to any company
affiliated with the owner of this Note, any assignee or participant, and to the
extent, if any, specified in any such assignment or participation, such
affiliated companies, assignee(s) or participant(s) shall have the rights and
benefits with respect to this Note and the other Loan Documents as such
person(s) would have if such person(s) were Bank hereunder. The owner of this
Note may also disclose any such information to any regulatory body having
jurisdiction over Bank. Borrower may not assign this Note.
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19. Severability. In the event any one or more of the provisions of this Note
shall for any reason be held to be invalid, illegal, or unenforceable, in whole
or in part or in any respect, or in the event that any one or more of the
provisions of this Note operates or would prospectively operate to invalidate
this Note, then and in any of those events, only such provision or provisions
shall be deemed null and void and shall not affect any other provision of this
Note. The remaining provisions of this Note shall remain operative and in full
force and effect and shall in no way be affected, prejudiced, or disturbed
thereby. In the event any provisions of this Note are inconsistent with the
provisions of the Security Documents, or any other agreements or documents
executed in connection with this Note, this Note shall control.
20. Captions; Pronouns. Captions are for reference only and in no way limit the
terms of this Note. The pronouns used in this instrument shall be construed as
masculine, feminine, or neuter as the occasion may require. Use of the singular
includes the plural, and vice versa.
21. Business Day. Any reference herein or in the Security Documents to a day or
business day shall be deemed to refer to a banking day which shall be a day on
which Bank is open for the transaction of business, excluding any national
holidays, and any performance which would otherwise be required on a day other
than a banking day shall be timely performed in such instance, if performed on
the next succeeding banking day. Notwithstanding such timely performance,
interest shall continue to accrue hereunder until such payment or performance
has been made.
22. WAIVER OF JURY TRIAL. THE PARTIES MUTUALLY AGREE THAT NEITHER PARTY, NOR ANY
ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM
ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY
LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE BASED UPON
OR ARISING OUT OF THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RELATED
AGREEMENT OR INSTRUMENT, ANY OTHER COLLATERAL FOR THE DEBT OR THE DEALINGS OR
THE RELATIONSHIP BETWEEN OR AMONG THE PARTIES, OR ANY OF THEM. NONE OF THE
PARTIES WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN
WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES WITH
BANK. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND
VOLUNTARY WAIVER, AND IS SUBJECT TO NO EXCEPTIONS. BANK HAS IN NO WAY AGREED
WITH OR REPRESENTED TO BORROWER, ANY GUARANTOR, OR ANY OTHER PARTY THAT THE
PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
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23. Use of Loan Proceeds. All proceeds from this Loan will be used by Borrower
to purchase, renovate, lease out to third parties and mortgage real property for
investment purposes (the "Projects"). Bank shall be given the first opportunity
to finance any Project; however, Bank shall be under no obligation to do so.
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed
as of the day and year first above written.
WITNESSES:
/s/ Xxxxxxx X. Xxxxxxxx FLORDECO, LTD.,
------------------------------ a Florida limited partnership
Witness Signature
Xxxxxxx X. Xxxxxxxx
------------------------------
Witness Print Name By: INVESTORS TRUST, INC.,
a Florida corporation,
its general partner
------------------------------
Witness Signature
/s/ Xxxxxx X. Xxxxxx
------------------------------
Witness Print Name /s/ Xxxxx Xxx
--------------------------------------------
By: Xxxxx Xxx
President
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ASSIGNMENT AND SECURITY AGREEMENT
THIS AGREEMENT is made this 3 day of March, 1997, between FLORDECO,
LTD., A FLORIDA LIMITED PARTNERSHIP ("DEBTOR"), and FIRST INDEPENDENCE BANK OF
FLORIDA, A FLORIDA BANKING CORPORATION ("SECURED Party").
WHEREAS, Debtor made, executed and delivered to Secured Party that
certain Revolving Line of Credit Promissory Note of even date, in the principal
amount of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) (together with
any and all modifications, extensions and renewals thereof, hereinafter referred
to as the "Obligations"); and
WHEREAS, pursuant to the terms and conditions of the Subscription
Agreements for the purchase of units of Debtor, the Prospectus of Debtor dated
August 12, 1996, and other related documents, purchasers of units of Debtor,
which units represent limited partnership interests in Debtor, are to make,
execute and deliver to Debtor certain full recourse promissory notes (the
"Promissory Notes" or "Collateral") as part of the consideration for such units;
and
WHEREAS, as a condition to extending the Line of Credit to Borrower,
Secured Party requires Debtor to grant Secured Party a security interest in the
Collateral as security for the Obligations.
NOW, THEREFORE, the parties agree as follows:
1. GRANT OF SECURITY. For value received, Debtor hereby pledges,
assigns, conveys and transfers to Secured Party and grants to Secured Party
security title to and a security interest in the Promissory Notes, as more
particularly described in Exhibit "A" attached hereto, to secure payment of the
Obligations.
Concurrently with the execution of this Agreement, the
Promissory Notes will be endorsed by Debtor in favor of Secured Party in the
form of allonge attached hereto as Exhibit "B", and will be delivered to Secured
Party, to be held by Secured Party until the Obligations have been satisfied in
full.
The parties intend that additional Promissory Notes will be
made, executed and delivered in favor of Debtor as additional units of Debtor
are sold to investors pursuant to the terms of the Subscription Agreements. All
such additional Promissory Notes shall be Collateral hereunder as security for
the Obligations; and Debtor covenants and agrees to promptly endorse and deliver
to Secured Party all such additional Promissory Notes as the same are received
by Debtor. Secured Party may amend this Agreement and the financing statements
executed concurrently herewith, from time to time in Secured Party's sole
discretion, to specifically identify such additional Promissory Notes as
Collateral
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hereunder and under the financing statements, and Debtor agrees to execute
whatever documents Secured Party may request in connection therewith. Regardless
of whether this Agreement or the financing statements are amended as additional
Promissory Notes are received by Debtor, such additional Promissory Notes shall
be Collateral hereunder as security for the Obligations.
So long as Debtor is not in default under the Obligations,
Debtor shall be entitled to receive the payments due under the Promissory Notes.
If Debtor shall at any time be in default under the Obligations or if Secured
Party shall feel insecure for any reason, then, upon written notice from Secured
Party, all payments due under the Promissory Notes shall be made directly to
Secured Party and applied towards the Obligations. Debtor agrees to cooperate
with Secured Party in directing the makers of the Promissory Notes to make
payment directly to Secured Party in the event Secured Party exercises its
rights hereunder.
2. COVENANTS.
A. Debtor covenants and agrees to observe and enforce all of
the requirements and its rights under the Promissory Notes, the Subscription
Agreements, the Prospectus and related documents, including, but not limited to,
the requirement that the makers of the Promissory Notes who make such Notes in a
representative capacity provide opinion of counsel letters in accordance with
the Subscription Agreement, if requested by Bank, and the requirement that any
corporate officer executing a Promissory Note on behalf of a corporation or
other entity provide Certificates of Good Standing and evidence of such
officer's authority to execute such Note, if requested by Bank.
B. Debtor covenants and agrees to maintain its entire demand
deposit business with Secured Party.
3. DEFAULT. Upon default in the payment when due of principal or
interest on the Obligations, or upon the occurrence of any event of default as
defined in any document evidencing the Obligations which is not cured within the
time allowed therein, Secured Party may, without further notice, exercise any
and all of the rights of a Secured Party under Florida law then in effect,
including, without limitation, the right to receive payment under the Promissory
Notes which are Collateral hereunder and the right of setoff. Debtor hereby
appoints Secured Party as attorney-in-fact with full power to endorse, transfer,
convert sell and deliver any instrument of Collateral described above.
4. RELEASE OF COLLATERAL. The Collateral may be reduced or released
only with the written consent of Secured Party. When all Obligations secured
hereby have been fully satisfied, Debtor shall have the right to demand release
thereof.
5. WARRANTIES. Debtor warrants to Secured Party that Debtor is lawfully
organized and existing under the laws of Florida, is the lawful owner of the
Collateral, that
2
13
it possesses full power and authority to pledge the Collateral to Secured Party
and that the Collateral is free of all claims and liens other than the lien
created hereby.
6. SECURED PARTY NOT LIABLE. Nothing contained herein shall be
interpreted to impose on Secured Party the obligation to enforce the collection
or any of the terms and conditions of the Promissory Notes; and Secured Party
shall under no circumstances incur any liability to any person or entity
whatsoever, including, but not limited to, Debtor, as a result of Secured Party
taking possession of the Promissory Notes, Secured Party not enforcing the terms
and conditions of the Promissory Notes, or Secured Party exercising its rights
hereunder. Debtor shall be solely responsible for enforcing the terms and
contions of the Promissory Notes and collecting payments under the Promissory
Notes.
7. BANKRUPTCY OF DEBTOR. In the event any bankruptcy or similar
proceedings are instituted against Debtor, whether voluntary or involuntary; or
in the event Debtor is declared or adjudged a bankrupt; or in the event Debtor
becomes insolvent, admits its inability to pay its debts as the same become due,
or makes an assignment for the benefit of creditors, then any such event shall
be considered a default hereunder.
8. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Florida and shall be binding upon the parties hereto,
and their respective heirs, executors, administrators, successors and assigns.
9. SEVERABILITY. In the event any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable,
in whole or in part or in any respect, or in the event that any one or more of
the provisions of this Agreement operates or would prospectively operate to
invalidate this Agreement, then and in any of those events, only such provision
or provisions shall be deemed null and void and shall not affect any other
provision of this Agreement. The remaining provisions of this Agreement shall
remain operative and in full force and effect and shall in no way be affected,
prejudiced, or disturbed thereby.
10. CAPTIONS; PRONOUNS. Captions are for reference only and in no way
limit the terms of this Agreement. The pronouns used in this Agreement shall be
construed as masculine, feminine, or neuter as the occasion may require. Use of
the singular includes the plural, and vice versa.
11. MODIFICATION. This Agreement may not be changed orally, but only by
an agreement in writing signed by Debtor and Secured Party.
12. WAIVER. No waiver by Secured Party of any term or condition of this
Agreement shall be effective unless in writing and signed by Secured Party. No
waiver of any term or condition shall be deemed a waiver of any other term or
condition or of the same term or condition on a future occasion.
3
14
13. EXPENSES. In the event it is necessary for Secured Party to enforce
any of its rights under this Agreement, Debtor will pay to Secured Party all
costs of collection or enforcement, including reasonable attorneys' fees,
paralegals' fees, legal assistants' fees, costs and expenses, whether incurred
with respect to collection, litigation, bankruptcy proceedings, interpretation,
dispute, negotiation, trial, appeal, defense of actions instituted by a third
party against Secured Party arising out of or related to this Agreement,
enforcement of any judgment based on this Agreement, or otherwise, whether or
not a suit to collect such amounts or to enforce such rights is brought or, if
brought, is prosecuted to judgment. All such expenses shall be deemed
Obligations secured by the Collateral.
IN WITNESS WHEREOF, this Agreement has been executed the day and year
first above written.
WITNESSES: FLORDECO, LTD.,
a Florida limited partnership
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Witness Signature By: INVESTORS TRUST, INC.,
a Florida corporation,
its general partner
Xxxxxxx X. Xxxxxxxx
------------------------------
Witness Print Name
------------------------------
Witness Signature
/s/ Xxxxx Xxx
-----------------------------------
/s/ Xxxxxx X. Xxxxxx By: Xxxxx Xxx
------------------------------ President
Witness Print Name
4
15
EXHIBIT "A"
MAKER AMOUNT OF PROMISSORY NOTE
------------------------------------------------------------------
Americhem, Inc. $ 50,000.00
Xxxx Xxxx $100,000.00
Closure Group, Inc. $ 50,000.00
Xxxxxxx X. Xxxxxx, Trustee $250,000.00
Xxxxxx X. Xxxxxx, Trustee $ 50,000.00
Xxxx Xxxxx $ 10,000.00
Xxxxx & Xxxxxxx Xxxxxx $ 50,000.00
Flordeco, Inc. $100,000.00
Xxxxxxx X. Xxxx $ 10,000.00
Xxxxxxx X. Xxxxxxx, Trustee $ 50,000.00
GTP Investment Company $ 10,000.00
Xxxxx & Xxxxxxx Xxxx $ 50,000.00
Xxxxxx & Xxxx Xxxxxx $ 10,000.00
Xxxxx X. Xxxxxxxx $ 20,000.00
Xxxxxx & Xxxxx Xxxxxx $ 50,000.00
Investors Trust, Inc. $ 50,000.00
Xxxxxxx X. Xxxx, Trustee $ 60,000.00
Xxxxxx Xxxxxx, Trustee $ 70,000.00
Xxxxxx Xxxxxx, Trustee $ 20,000.00
Xxxxx X. Xxxxxxxxxxx $150,000.00
Xxxxx X. Xxxxxxxxxxx $150,000.00
Laurel Center Management $ 50,000.00
Xxxxxxxx Link, Trustee $ 50,000.00
Xxxxx & Xxxxx Xxxxxx $ 10,000.00
Matech, Inc. $100,000.00
Xxxxx & Xxxxx XxXxxxxx $ 20,000.00
Xxxxx & Xxxxxxx Xxxxxx $ 50,000.00
Xxxxxx, Xxxxxx & Co. $ 50,000.00
Xxxxxx X. Xxxxxx $ 50,000.00
Xxxxxx X. Xxxxxx, Target Benefit Plan $ 50,000.00
Xxxxxxx & Co., Inc. $ 50,000.00
X. Xxxxxxx & Xxxxxxx X. Xxxx. $ 50,000.00
Xxxx X. Xxxxxxxx, Trustee $ 10,000.00
X.X. Xxxxxxxx, Trustee $ 10,000.00
Xxxxxxx X. Xxxxxxxxx $ 10,000.00
Xxxxxxx X. Xxxxxxx $ 20,000.00
Xxxxxxx X. Xxxxxxx, Trustee $ 50,000.00
Xxxx X. Xxxxxxxx $ 10,000.00
Xxxxxx X. Xxxxx $ 30,000.00
Xxxxxxxx Xxxxxxx & Xxxxxx Xxxxxx $ 10,000.00
Chevetta R. & Xxxxx Xxxxxxx $ 10,000.00
16
EXHIBIT "B"
FORM OF ALLONGE TO PROMISSORY NOTE
THIS ALLONGE TO PROMISSORY NOTE is hereby attached to and made a part
of that certain Promissory Note made by _____________________________, in favor
of FLORDECO, LTD., a Florida limited partnership, in the original principal
amount of $____________________.
PAY TO THE ORDER OF
FIRST INDEPENDENCE BANK OF FLORIDA,
A FLORIDA BANKING CORPORATION
FLORDECO, LTD., a Florida limited partnership
By: INVESTORS TRUST, INC.,
a Florida corporation, its general partner
By:
-------------------------------------------
Xxxxx Xxx, President
17
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE FINANCING STATEMENT FORM UCC-1 (REV. 1993)
This Financing Statement is presented to a filing officer for filing pursuant to the Uniform Commercial Code:
----------------------------------------------------------------------------------------------------------------------------------
1. Debtor (Last Name First if an Individual) 1a. Date of Birth or FEI#
Flordeco, Ltd., a Florida limited partnership
----------------------------------------------------------------------------------------------------------------------------------
1b. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 0x. Xxx Code
0000 Xxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx 00000
----------------------------------------------------------------------------------------------------------------------------------
2. Additional Debtor or Trade Name (Last Name First if an individual) 2a. Date of Birth or FEI#
----------------------------------------------------------------------------------------------------------------------------------
2b. Xxxxxxx Xxxxxxx 0x. Xxxx, xxxxx 0x. Xxx Code
----------------------------------------------------------------------------------------------------------------------------------
3. Secured Party (Last Name First if an Individual)
First Independence Bank of Florida, a Florida banking corporation
----------------------------------------------------------------------------------------------------------------------------------
3a. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 0x. Zip Code
16740 San Xxxxxx Boulevard, P.O. Box 08009 Xxxx Xxxxx, Xxxxxxx 00000
----------------------------------------------------------------------------------------------------------------------------------
4. Assignee of Secured Party (Last Name First if an Individual)
----------------------------------------------------------------------------------------------------------------------------------
4a. Xxxxxxx Xxxxxxx 0x. Xxxx, Xxxxx 0x. Zip Code
----------------------------------------------------------------------------------------------------------------------------------
5. This Financing Statement covers the following types or items or property [include description of real property on which located
and owner of record when required. If more space is required, attach additional sheets(s)].
Each and every Promissory Note delivered, or to be delivered, to Debtor by purchasers of units in Debtor, which units
represent limited partnership interests in Debtor, pursuant to the terms of the Subscription Agreements for units of Debtor, the
Prospectus of Debtor dated August 12, 1996, and related documents. The Promissory Notes are identified on Exhibit "A" attached
hereto.
-----------------------------------------------------------------------------------------------------------------------------------
6. Check only if [X] Products of collateral [X] Proceeds of collateral [ ] Debtor is transmitting
Applicable: are also covered. are also covered. utility.
-----------------------------------------------------------------------------------------------------------------------------------
7. Check appropriate box [X] All documentary stamp taxes due and payable or to become due and payable pursuant to
(One box must be marked) s.201.22 F.S., have been paid.
[ ] Florida Documentary Stamp Tax is not required.
-----------------------------------------------------------------------------------------------------------------------------------
8. In accordance with s. 679.402(2), F.S., this statement is filled 9. Number of additional sheets presented:
without the Debtor's signature to perfect a security interest --------------
in collateral:
[ ] already subject to a security interest in another jurisdiction when --------------------------------------------------------
it was brought into this state or debtors location changed to this Space for Use of Filing Officer
state.
[ ] which is proceeds of the original collateral described above in which
a security interest was perfected.
[ ] as to which the filling has lapsed. Date filed ______________ and
previous UCC-1 file number_______________________________________.
[ ] acquired after a change of name, identity, or corporate structure
of the debtor.
---------------------------------------------------------------------------
10. Signature(s) of Debtor(s)
SEE EXHIBIT "B" ATTACHED HERETO.
---------------------------------------------------------------------------
11. Signature(s) of Secured Party or if Assigned, by Assignee(s)
SEE EXHIBIT "B" ATTACHED HERETO.
---------------------------------------------------------------------------
12. Return Copy to:
Name Xxxxxx X. Xxxxx, Esquire
Address Xxxxx Xxxxx Xxxxxxx & Green, P.A.
Address P.O. Box 60259
City, State, Zip Xxxx Xxxxx, XX 00000-0000
---------------------------------------------------------------------------
FILING OFFICER COPY STANDARD FORM-FORM UCC-1 Approved by Xxxxxxxxx xx Xxxxx, Xxxxx xx Xxxxxxx
00
00. Signature of Debtor:
FLORDECO, LTD., a Florida limited partnership
By: INVESTORS TRUST, INC., a Florida
corporation, its general partner
By: /s/ Xxxxx Xxx
-------------------------------------------
Xxxxx Xxx, President
11: Signature of Secured Party:
FIRST INDEPENDENCE BANK OF FLORIDA,
a Florida banking corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxx
Senior Vice President
EXHIBIT "B"
19
EXHIBIT "A"
MAKER AMOUNT OF PROMISSORY NOTE
------------------------------------------------------------------
Americhem, Inc. $ 50,000.00
Xxxx Xxxx $100,000.00
Closure Group, Inc. $ 50,000.00
Xxxxxxx X. Xxxxxx, Trustee $250,000.00
Xxxxxx X. Xxxxxx, Trustee $ 50,000.00
Xxxx Xxxxx $ 10,000.00
Xxxxx & Xxxxxxx Xxxxxx $ 50,000.00
Flordeco, Inc. $100,000.00
Xxxxxxx X. Xxxx $ 10,000.00
Xxxxxxx X. Xxxxxxx, Trustee $ 50,000.00
GTP Investment Company $ 10,000.00
Xxxxx & Xxxxxxx Xxxx $ 50,000.00
Xxxxxx & Xxxx Xxxxxx $ 10,000.00
Xxxxx X. Xxxxxxxx $ 20,000.00
Xxxxxx & Xxxxx Xxxxxx $ 50,000.00
Investors Trust, Inc. $ 50,000.00
Xxxxxxx X. Xxxx, Trustee $ 60,000.00
Xxxxxx Xxxxxx, Trustee $ 70,000.00
Xxxxxx Xxxxxx, Trustee $ 20,000.00
Xxxxx X. Xxxxxxxxxxx $150,000.00
Xxxxx X. Xxxxxxxxxxx $150,000.00
Laurel Center Management $ 50,000.00
Xxxxxxxx Link, Trustee $ 50,000.00
Xxxxx & Xxxxx Xxxxxx $ 10,000.00
Matech, Inc. $100,000.00
Xxxxx & Xxxxx XxXxxxxx $ 20,000.00
Xxxxx & Xxxxxxx Xxxxxx $ 50,000.00
Xxxxxx, Xxxxxx & Co. $ 50,000.00
Xxxxxx X. Xxxxxx $ 50,000.00
Xxxxxx X. Xxxxxx, Target Benefit Plan $ 50,000.00
Xxxxxxx & Co., Inc. $ 50,000.00
X. Xxxxxxx & Xxxxxxx X. Xxxx. $ 50,000.00
Xxxx X. Xxxxxxxx, Trustee $ 10,000.00
X.X. Xxxxxxxx, Trustee $ 10,000.00
Xxxxxxx X. Xxxxxxxxx $ 10,000.00
Xxxxxxx X. Xxxxxxx $ 20,000.00
Xxxxxxx X. Xxxxxxx, Trustee $ 50,000.00
Xxxx X. Xxxxxxxx $ 10,000.00
Xxxxxx X. Xxxxx $ 30,000.00
Xxxxxxxx Xxxxxxx & Xxxxxx Xxxxxx $ 10,000.00
Chevetta R. & Xxxxx Xxxxxxx $ 10,000.00
20
GUARANTY BY CORPORATION
FORT XXXXX , FL
-------------------------- ---------
(City) (State)
MARCH 3, 1997
----------------------------------
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and to induce FIRST INDEPENDENCE BANK OF FLORIDA,
00000 XXX XXXXXX XXXX. X.X., XXXX XXXXX, XX 00000 (herein, with its
participants, successors and assigns, called "Lender"), at its option, at any
time or from time to time to make loans or extend other accommodations to or
for the account of FLORDECO, LTD. (herein called "Borrower") or to engage in
any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to the Lender the full and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of the
debts, liabilities and obligations described as follows:
A.If this [ ] is checked, the Undersigned guarantees to Lender the payment
and performance of the debt, liability or obligation of Borrower to
Lender evidenced by or arising out of the following:____________________
______________________________________________________and any extensions,
renewals or replacements thereof (hereinafter referred to as the
"Indebtedness").
B.If this [X] is checked, the Undersigned guarantees to Lender the payment
and performance of each and every debt, liability and obligation of
every type and description which Borrower may now or at any time
hereafter owe to Lender (whether such debt, liability or obligation now
exists or is hereafter created or incurred, and whether it is or may be
direct or indirect, due or to become due, absolute or contingent,
primary or secondary, liquidated or unliquidated, or joint and several,
or joint and several; all such debts, liabilities and obligations being
hereinafter collectively referred to as the "Indebtedness"). Without
limitation, this guaranty includes the following described debt(s):
$500,000.00 REVOLVING LINE OF CREDIT.
The term, "Indebtedness" as used in this guaranty shall not include any
obligations entered into between Borrower and Lender after the date hereof
(including any extensions, renewals, or replacements of such obligations) for
which Borrower meets the Lender's standard of creditworthiness based on
Borrower's own assets and income without the addition of a guaranty or for
which a guaranty is required but Borrower chooses someone other than the
joint Undersigned to guaranty the obligation.
The Undersigned further acknowledges and agrees with Lender that:
1. No act or thing need occur to establish the liability of the Undersigned
hereunder, and no act or thing, except full payment and discharge of all
Indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.
2. This is an absolute, unconditional and continuing guaranty of payment of
the Indebtedness and shall continue to be in force and be binding upon the
Undersigned, whether or not all Indebtedness is paid in full, until this
guaranty is revoked by written notice actually received by the Lender, and such
revocation shall not be effective as to Indebtedness existing or committed for
at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof.
The Undersigned represents and warrants to the Lender that the Undersigned
has a direct and substantial economic interest in Borrower and expects to
derive substantial benefits therefrom and from any loans and financial
accommodations resulting in the creation of Indebtedness guaranteed hereby, and
that this guaranty is given for a corporate purpose. The Undersigned agrees to
rely exclusively on the right to revoke this guaranty prospectively as to
future transactions, by written notice actually received by Lender if at any
time, in the opinion of the directors or officers of the Undersigned, the
corporate benefits then being received by the Undersigned in connection with
this guaranty are not sufficient to warrant the continuance of this guaranty as
to future Indebtedness. Accordingly, so long as this guaranty is not revoked
prospectively in accordance with this guaranty, the Lender may rely
conclusively on a continuing warranty, hereby made, that the Undersigned
continues to be benefited, by this guaranty and the Lender shall have no duty
to inquire into or confirm the receipt of any such benefits, and this guaranty
shall be effective and enforceable by the Lender without regard to the receipt,
nature or value of any such benefits.
3. If the Undersigned shall be dissolved or shall be or become insolvent
(however defined) or revoke this guaranty, then the Lender shall have the right
to declare immediately due and payable, and the Undersigned will forthwith pay
to the Lender, the full amount of all Indebtedness, whether due and payable or
unmatured. If the Undersigned voluntarily commences or there is commenced
involuntarily against the Undersigned a case under the United States Bankruptcy
Code, the full amount of all indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice
thereof.
4. The liability of the Undersigned hereunder shall be limited to a
principal amount of $ UNLIMITED (if unlimited or if no amount is stated, the
Undersigned shall be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection
costs and enforcement expenses referable thereto. Indebtedness may be created
and continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The
Lender may apply any sums received by or available to the Lender on account of
the Indebtedness from Borrower or any other person (except the Undersigned),
from their properties, out of any collateral security or from any other source
to payment of the excess. Such application of receipts shall not reduce,
affect or impair the liability of the Undersigned hereunder. If the liability
of the Undersigned is limited to a stated amount pursuant to this paragraph 4,
any payment made by the Undersigned under this guaranty shall be effective to
reduce or discharge such liability only if accompanied by a written transmittal
document, received by the Lender, advising the Lender that such payment is made
under this guaranty for such purpose.
5. The Undersigned will pay or reimburse the Lender for all costs and
expenses (including reasonable attorneys' fees and legal expenses) incurred by
the Lender in connection with the protection, defense or enforcement of this
guaranty in any litigation or bankruptcy or insolvency proceedings.
THIS GUARANTY INCLUDES THE ADDITIONAL PROVISIONS ON PAGE 2 HEREOF, ALL OF WHICH
ARE MADE A PART HEREOF.
This guaranty is [X]unsecured; [ ]secured by a mortgage or security agreement
dated________________;[ ]secured by____________________________________________.
IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned
the day and year first above written.
FLORDECO, INC.
----------------------------------------
(Title)
By /s/ Xxxxx Xxx
----------------------------------------
XXXXX XXX, PRESIDENT
By
----------------------------------------
"Undersigned" shall refer to all
entities who sign this guarantee,
individually and jointly
(page 1 of 2)
21
ADDITIONAL PROVISIONS
6. Whether or not any existing relationship between the Undersigned and
Borrower has been changed or ended and whether or not this guaranty has been
revoked, the Lender may, but shall not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval by the Undersigned and without any notice to the Undersigned. The
liability of the Undersigned shall not be affected or impaired by any of the
following acts or things (which the Lender is expressly authorized to do, omit
or suffer from time to time both before and after revocation of this guaranty,
without notice to or approval by the Undersigned): (i) any acceptance of
collateral security, guarantors, accommodation parties or sureties for any or
all Indebtedness; (ii) any one or more extensions or renewals of Indebtedness
(whether or not for longer than the original period) or any modification of the
interest rates, maturities or other contractual terms applicable to any
Indebtedness; (iii) any waiver adjustment, forbearance, compromise or indulgence
granted to Borrower, any delay or lack of diligence in the enforcement of
Indebtedness, or any failure to institute proceedings, file a claim, give any
required notices or otherwise protect any Indebtedness; (iv) any full or partial
release of, settlement with, or agreement not to xxx, Borrower or any other
guarantor or other person liable in respect of any Indebtedness; (v) any
discharge of any evidence of Indebtedness or the acceptance of any instrument in
renewal thereof or substitution therefor; (vi) any failure to obtain collateral
security (including rights of setoff) for Indebtedness, or to see to the proper
or sufficient creation and perfection thereof, or to establish the priority
thereof, or to protect, insure, or enforce any collateral security; or any
release, modification, substitution, discharge, impairment, deterioration,
waste, or loss of any collateral security; (vii) any foreclosure or enforcement
of any collateral security; (viii) any transfer of any Indebtedness or any
evidence thereof; (ix) any order of application of any payments or credits upon
Indebtedness; (x) any election by the Lender under Section 1111(b)(2) of the
United States Bankruptcy Code.
7. The Undersigned waives any and all defenses, claims and discharges
of Borrower, or any other obligor, pertaining to Indebtedness, except the
defense of discharge by payment in full. Without limiting the generality of the
foregoing, the Undersigned will not assert, plead or enforce against the Lender
any defense of waiver, release, estoppel, statute of limitations, res judicata,
statute of frauds, fraud, forgery, incapacity, minority, usury, illegality or
unenforceability which may be available to Borrower or any other person liable
in respect of any Indebtedness, or any setoff available against the Lender to
Borrower or any such other person, whether or not on account of a related
transaction. The Undersigned expressly agrees that the Undersigned shall be and
remain liable, to the fullest extent permitted by applicable law, for any
deficiency remaining after foreclosure of any mortgage or security interest
securing Indebtedness, whether or not the liability of Borrower or any other
obligor for such deficiency is discharged pursuant to statute or judicial
decision. The undersigned shall remain obligated, to the fullest extent
permitted by law, to pay such amounts as though Borrower's obligations had not
been discharged.
8. The Undersigned further agree(s) that the Undersigned shall be and
remain obligated to pay Indebtedness even though any other person obligated to
pay Indebtedness, including Borrower, has such obligation discharged in
bankruptcy or otherwise discharged by law. "Indebtedness" shall include
post-bankruptcy petition interest and attorneys' fees and any other amounts
which Borrower is discharged from paying or which do not accrue to Indebtedness
due to Borrower's discharge, and Undersigned shall remain obligated to pay such
amounts as fully as if Borrower's obligations had not been discharged.
9. If any payment applied by the Lender to Indebtedness is thereafter
set aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
Borrower or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such Indebtedness as fully as if such application had never
been made.
10. The Undersigned waive(s) any claim, remedy or other right which the
Undersigned may now have or hereafter acquire against Borrower or any other
person obligated to pay Indebtedness arising out of the creation or performance
of the Undersigned's obligation under this guaranty, including, without
limitation, any right of subrogation, contribution, reimbursement,
indemnification, exoneration or any right to participate in any claim or remedy
the Undersigned may have against the Borrower, collateral, or other party
obligated for Borrower's debt, whether or not such claim, remedy, or right
arises in equity, or under contract, statute or common law.
11. The Undersigned waives presentment, demand for payment, notice of
dishonor or nonpayment, and protest of any instrument evidencing Indebtedness.
The Lender shall not be required first to resort for payment of the Indebtedness
to Borrower or other persons or their properties, or first to enforce, realize
upon or exhaust any collateral security for Indebtedness, before enforcing this
guaranty.
12. The liability of the Undersigned under this guaranty is in addition
to and shall be cumulative with all other liabilities of the Undersigned to the
Lender as guarantor or otherwise, without any limitation as to amount, unless
the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.
13. The Undersigned represents and warrants to the Lender that (i) the
Undersigned is a corporation duly organized and existing in good standing and
has full power and authority to make and deliver this guaranty; (ii) the
execution, delivery and performance of this guaranty by the Undersigned have
been duly authorized by all necessary action of its directors and shareholders
and do not and will not violate the provisions of, or constitute a default
under, any presently applicable law or its articles of incorporation or by-laws
or any agreement presently binding on it; (iii) this guaranty has been duly
executed and delivered by the authorized officers of the Undersigned and
constitutes its lawful, binding and legally enforceable obligation (subject to
the United States Bankruptcy Code and other similar laws generally affecting the
enforcement of creditors' rights); and (iv) the authorization, execution,
delivery and performance of this guaranty do not require notification to,
registration with, or consent or approval by, any federal, state or local
regulatory body or administrative agency.
14. This guaranty shall be effective upon delivery to the Lender,
without further act, condition or acceptance by the Lender, shall be binding
upon the Undersigned and the successors and assigns of the Undersigned and shall
inure to the benefit of the Lender and its participants, successors and assigns.
Any invalidity or unenforceability of any provision or application of this
guaranty shall not affect other lawful provisions and application hereof, and to
this end the provisions of this guaranty are declared to be severable. Except as
allowed by the terms herein, this guaranty may not be waived, modified, amended,
terminated, released or otherwise changed except by a writing signed by the
Undersigned and the Lender. This guaranty shall be governed by the laws of the
State in which it is executed. The Undersigned waives notice of the Lender's
acceptance hereof.
(page 2 of 2)
22
ATTACHMENT TO GUARANTY BY CORPORATION
DATED MARCH 3,1997
FOR FLORDECO, INC.
ON BEHALF OF FLORDECO, LTD.
ADDITIONAL PROVISIONS (CONT'D)
15. I agree and authorize you to obtain credit information about me from time to
time. I agree to provide you, upon request, any financial statements and tax
returns or information you deem necessary, in a form acceptable by you. I
warrant that the statements and information I provide to you are or will be
accurate, correct and complete.
FLORDECO, INC.
By: /s/ Xxxxx Xxx
-----------------------------------------
Xxxxx Xxx, President
STATE OF FLORIDA
COUNTY OF XXX
The foregoing instrument was acknowledged before me this 3rd day of
March, 1997, by XXXXX XXX, President of FLORDECO, INC. He is personally known to
me or has produced ___________________ as identification.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Notary Public
Xxxxxx X. Xxxxxx
----------------------------------
Print Name
My Commission Expires:
CC603069
----------------------------------
Commission Number
XXXXXX X. XXXXXX
Notary Public - State of Florida
My Commission Expires Nov 21, 0000
Xxxxxxxxxx # XX000000
00
XXXXXXXX
XXXX XXXXX , XX
------------------------- ------------------
(City) (State)
March 3, 1997
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and to induce FIRST INDEPENDENCE BANK OF
FLORIDA, 00000 XXX XXXXXX XXXX. X.X., XXXX XXXXX, XX 00000 (herein, with its
participants, successors and assigns, called "Lender"), at its option, at any
time or from time to time to make loans or extend other accommodations to or
for the account of FLORDECO, LTD. (herein called "Borrower") or to engage in
any other transactions with Borrower, the Undersigned hereby absolutely and
unconditionally guarantees to Lender the full and prompt payment when due,
whether at maturity or earlier by reason of acceleration or otherwise, of the
debts, liabilities and obligations described as follows:
A. If this [ ] is checked, the Undersigned guarantees to Lender
the payment and performance of the debt, liability or
obligation of Borrower to Lender evidenced by or arising out
of the following: ___________________________________________
and any extensions, renewals or replacements thereof
(hereinafter referred to as the "Indebtedness").
B. If this [X] is checked, the Undersigned guarantees to Lender
the payment and performance of each and every debt, liability
and obligation of every type and description which Borrower
may now or at any time hereafter owe to Lender (whether such
debt, liability or obligation now exists or is hereafter
created or incurred, and whether it is or may be direct or
indirect, due or to become due, absolute or contingent,
primary or secondary, liquidated or unliquidated, or joint,
several, or joint and several; all such debts, liabilities and
obligations being hereinafter collectively referred to as the
"Indebtedness"). Without limitation, this guaranty includes
the following described debt(s): REVOLVING LINE OF CREDIT IN
THE AMOUNT OF $500,000.00 DATED 3/03/97.
The term "Indebtedness" as used in this guaranty shall not include any
obligations entered into between Borrower and Lender after the date hereof
(including any extensions, renewals or replacements of such obligations) for
which Borrower meets the Lender's standard of creditworthiness based on
Borrower's own assets and income without the addition of a guaranty, or for
which a guaranty is required but Borrower chooses someone other than the joint
Undersigned to guaranty the obligation.
The Undersigned further acknowledges and agrees with Lender that:
1. No act or thing need occur to establish the liability of the
Undersigned hereunder, and no act or thing, except full payment and discharge of
all indebtedness, shall in any way, exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.
2. This is an absolute, unconditional and continuing guaranty of
payment of the Indebtedness and shall continue to be in force and be binding
upon the Undersigned, whether or not all Indebtedness is paid in full, until
this guaranty is revoked by written notice actually received by the Lender, and
such revocation shall not be effective as to Indebtedness existing or committed
for at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one
Undersigned, such revocation shall be effective only as to the one so revoking.
The death or incompetence of the Undersigned shall not revoke this guaranty,
except upon actual receipt of written notice thereof by Lender and then only as
to the decedent or the incompetent and only prospectively, as to future
transactions, as herein set forth.
3. If the Undersigned shall be dissolved, shall die, or shall be or
become insolvent (however defined) or revoke this guaranty, then the Lender
shall have the right to declare immediately due and payable, and the Undersigned
will forthwith pay to the Lender, the full amount of all Indebtedness, whether
due and payable or unmatured. If the Undersigned voluntarily commences or there
is commenced involuntarily against the Undersigned a case under the United
States Bankruptcy Code, the full amount of all Indebtedness, whether due and
payable or unmatured, shall be immediately due and payable without demand or
notice thereof.
4. The liability of the Undersigned hereunder shall be limited to a
principal amount of $UNLIMITED (if unlimited or if no amount is stated, the
Undersigned shall be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection costs
and enforcement expenses referable thereto. Indebtedness may be created and
continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The
Lender may apply any sums received by or available to Lender on account of the
Indebtedness from Borrower or any other person (except the Undersigned), from
their properties, out of any collateral security or from any other source to
payment of the excess. Such application of receipts shall not reduce, affect or
impair the liability of the Undersigned hereunder. If the liability of the
Undersigned is limited to a stated amount pursuant to this paragraph 4, any
payment made by the Undersigned under this guaranty shall be effective to reduce
or discharge such liability only if accompanied by a written transmittal
document, received by the Lender, advising the Lender that such payment is made
under this guaranty for such purpose.
5. The Undersigned will pay or reimburse Lender for all costs and
expenses (including reasonable attorneys' fees and legal expenses) incurred by
Lender in connection with the protection, defense or enforcement of this
guaranty in any litigation or bankruptcy or insolvency proceedings.
THIS GUARANTY INCLUDES THE ADDITIONAL PROVISIONS ON PAGE 2, ALL OF WHICH ARE
MADE A PART HEREOF.
This guaranty is [X] unsecured; [ ] secured by a mortgage or security
agreement dated _____________________________;
[ ] secured by ________________________________________________________________.
IN WITNESS WHEREOF, this guaranty has been duly executed by the
Undersigned the day and year first above written.
X /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------------
XXXXXX X. XXXXXX, XX.
--------------------------------------------
--------------------------------------------
--------------------------------------------
"Undersigned" shall refer to all persons
who sign this guaranty, severally and
jointly.
(page 1 of 2)
24
ADDITIONAL PROVISIONS
6. Whether or not any existing relationship between the Undersigned and
Borrower has been changed or ended and whether or not this guaranty has been
revoked, Lender may, but shall not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval by the Undersigned and without any notice to the Undersigned. The
liability of the Undersigned shall not be affected or impaired by any of the
following acts or things (which Lender is expressly authorized to do, omit or
suffer from time to time, both before and after revocation of this guaranty,
without notice to or approval by the Undersigned): (i) any acceptance of
collateral security, guarantors, accommodation parties or sureties for any or
all Indebtedness; (ii) any one or more extensions or renewals of Indebtedness
(whether or not for longer than the original period) or any modification of the
interest rates, maturities or other contractual terms applicable to any
Indebtedness; (iii) any waiver, adjustment, forbearance, compromise or
indulgence granted to Borrower, any delay or lack of diligence in the
enforcement of Indebtedness, or any failure to institute proceedings, file a
claim, give any required notices or otherwise protect any Indebtedness; (iv) any
full or partial release of, settlement with, or agreement not to xxx, Borrower
or any other guarantor or other person liable in respect of any Indebtedness;
(v) any discharge of any evidence of Indebtedness or the acceptance of any
instrument in renewal thereof or substitution therefor; (vi) any failure to
obtain collateral security (including rights of setoff) for Indebtedness, or to
see to the proper or sufficient creation and perfection thereof, or to establish
the priority thereof, or to protect, insure, or enforce any collateral security;
or any release, modification, substitution, discharge, impairment,
deterioration, waste, or loss of any collateral security; (vii) any foreclosure
or enforcement of any collateral security; (viii) any transfer of any
Indebtedness or any evidence thereof; (ix) any order of application of any
payments or credits upon Indebtedness; (x) any election by the Lender under
Section 1111(b)(2) of the United States Bankruptcy Code.
7. The Undersigned waives any and all defenses, claims and discharges
of Borrower, or any other obligor, pertaining to Indebtedness, except the
defense of discharge by payment in full. Without limiting the generality of the
foregoing, the Undersigned will not assert, plead or enforce against Lender any
defense of waiver, release, statute of limitations, res judicata, statute of
frauds, fraud, incapacity, minority, usury, illegality or unenforceability which
may be available to Borrower or any other person liable in respect of any
Indebtedness, or any setoff available against Lender to Borrower or any such
other person, whether or not on account of a related transaction. The
Undersigned expressly agrees that the Undersigned shall be and remain liable, to
the fullest extent permitted by applicable law, for any deficiency remaining
after foreclosure of any mortgage or security interest securing Indebtedness,
whether or not the liability of Borrower or any other obligor for such
deficiency is discharged pursuant to statute or judicial decision. The
undersigned shall remain obligated, to the fullest extent permitted by law, to
pay such amounts as though the Borrower's obligations had not been discharged.
8. The Undersigned further agrees that the Undersigned shall be and
remain obligated to pay Indebtedness even though any other person obligated to
pay Indebtedness, including Borrower, has such obligation discharged in
bankruptcy or otherwise discharged by law. "Indebtedness" shall include
post-bankruptcy petition interest and attorneys' fees and any other amounts
which Borrower is discharged from paying or which do not otherwise accrue to
Indebtedness due to Borrower's discharge, and the Undersigned shall remain
obligated to pay such amounts as though Borrower's obligations had not been
discharged.
9. If any payment applied by Lender to Indebtedness is thereafter set
aside, recovered, rescinded or required to be returned for any reason
(including, without limitation, the bankruptcy, insolvency or reorganization of
Borrower or any other obligor), the Indebtedness to which such payment was
applied shall for the purposes of this guaranty be deemed to have continued in
existence, notwithstanding such application, and this guaranty shall be
enforceable as to such Indebtedness as fully as if such application had never
been made.
10. The Undersigned waives any claim, remedy or other right which the
Undersigned may now have or hereafter acquire against Borrower or any other
person obligated to pay Indebtedness arising out of the creation or performance
of the Undersigned's obligation under this guaranty, including, without
limitation, any right of subrogation, contribution, reimbursement,
indemnification, exoneration, and any right to participate in any claim or
remedy the Undersigned may have against the Borrower, collateral, or other party
obligated for Borrower's debts, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law.
11. The Undersigned waives presentment, demand for payment, notice of
dishonor or nonpayment, and protest of any instrument evidencing Indebtedness.
Lender shall not be required first to resort for payment of the Indebtedness to
Borrower or other persons or their properties, or first to enforce, realize upon
or exhaust any collateral security for Indebtedness, before enforcing this
guaranty.
12. The liability of the Undersigned under this guaranty is in addition
to and shall be cumulative with all other liabilities of the Undersigned to
Lender as guarantor or otherwise, without any limitation as to amount, unless
the instrument or agreement evidencing or creating such other liability
specifically provides to the contrary.
13. This guaranty shall be enforceable against each person signing this
guaranty, even if only one person signs and regardless of any failure of other
persons to sign this guaranty. If there be more than one signer, all agreements
and promises herein shall be construed to be, and are hereby declared to be,
joint and several in each of every particular and shall be fully binding upon
and enforceable against either, any or all the Undersigned. This guaranty shall
be effective upon delivery to Lender, without further act, condition or
acceptance by Lender, shall be binding upon the Undersigned and the heirs,
representatives, successors and assigns of the Undersigned and shall inure to
the benefit of Lender and its participants, successors and assigns. Any
invalidity or unenforceability of any provision or application of this guaranty
shall not affect other lawful provisions and application hereof, and to this end
the provisions of this guaranty are declared to be severable. Except as
authorized by the terms herein, this guaranty may not be waived, modified,
amended, terminated, released or otherwise changed except by a writing signed by
the Undersigned and Lender. This guaranty shall be governed by the laws of the
State in which it is executed. The Undersigned waives notice of Lender's
acceptance hereof.
(page 2 of 2)
25
ATTACHMENT TO PERSONAL GUARANTY
OF XXXXXX X. XXXXXX, XX.
DATED MARCH 3, 1997
ON BEHALF OF FLORDECO, LTD.
ADDITIONAL PROVISIONS (CONT'D)
14. I agree and authorize you to obtain credit information about me
from time to time. I agree to provide you, upon request, any financial
statements and tax returns or information you deem necessary, in a form
acceptable by you. I warrant that the statements and information I provide to
you are or will be accurate, correct and complete.
/s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------------
XXXXXX X. XXXXXX, XX.
STATE OF FLORIDA
COUNTY OF XXX
The foregoing instrument was acknowledged before me this 3rd day of
March, 1997, by XXXXXX X. XXXXXX, XX., who is personally known to me or who has
produced _______________________ as identification.
/s/ Xxxxxx X. Xxxxxx
----------------------------------
Notary Public
Xxxxxx X. Xxxxxx
----------------------------------
Print Name
My Commission Expires:
CC603069
----------------------------------
Commission Number
26
CLOSING STATEMENT
BORROWER: FLORDECO, LTD., A FLORIDA LIMITED PARTNERSHIP
LENDER: FIRST INDEPENDENCE BANK OF FLORIDA
AMOUNT OF LOAN: $500,000.00 Revolving Line of Credit
COLLATERAL: Assignment of Promissory Notes
DESCRIPTION AMOUNT PAYABLE TO
----------- ------ ----------
A. LOAN CLOSING COSTS
Documentary Stamp Tax $ 1,750.00 State of Florida
Loan Fee $ 3,750.00 First Independence Bank
U.C.C. Search $ 30.00 U.C.C. Search Services
Certificate of Good Standing $ 23.75 U.C.C. Search Services
Certificate of Good Standing $ 23.75 U.C.C. Search Services
Certificate of Good Standing $ 23.75 U.C.C. Search Services
Documentation Preparation $ 475.00 Smoot, Adams, Xxxxxxx & Green, P.A.
Recording of U.C.C.'s $ 15.00 Clerk of Circuit Court
Recording of U.C.C.'s $ 31.00 Secretary of State
U.C.C. Termination $ 6.00 Clerk of Circuit Court/FIB
A. TOTAL CLOSING COSTS $ 6,128.25
-----------
B. DISBURSEMENTS $493,871.75 Available to Draw as Needed
C. TOTAL DISBURSEMENTS $500,000.00
D. LOAN AMOUNT $500,000.00 Revolving Line of Credit
E. REQUIRED FROM BORROWER $ -0-
Acknowledged and Accepted this 3rd day of March, 1997.
FLORDECO, LTD., a Florida limited partnership
By: INVESTORS TRUST, INC., a Florida corporation,
its General Partner
By: /s/ Xxxxx Xxx
---------------------------
Xxxxx Xxx, President
27
----------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL LOAN APPLICATION - SUMMARY
----------------------------------------------------------------------------------------------------------------------------------
FLORDECO, LTD., BY INVESTORS FIRST INDEPENDENCE BANK Date 02/29/97
--------------------------------------------------- OF FLORIDA ----------------------------------------
TRUST, INC., IT'S GEN. PARTNER 00000 XXX XXXXXX XXXX. Telephone # (000) 000-0000
--------------------------------------------------- S.W. ----------------------------------------
X.X. XXX 0000 XXXX XXXXX, XX 00000 Taxpayer I.D. # 00-0000000
--------------------------------------------------- ----------------------------------------
FT. XXXXX, XX 00000 Nature of Business
--------------------------------------------------- ----------------------------------------
Applicant's Name and Address Creditor's Name and Address Business Year End Date
----------------------------------------------------------------------------------------------------------------------------------
General Information
----------------------------------------------------------------------------------------------------------------------------------
Legal Relationship: [ ] Corporation [X] Partnership [ ] Sole Proprietorship [ ] Other
----------------------------------------------------------------------------------------------------------------------------------
Authorization Resolution Dated: 2/20/97 [ ] Submitted with Statement [X] On File With Creditor [ ] To Be Provided
----------------------------------------------------------------------------------------------------------------------------------
Income Tax Return Filed Through What Date: Are Any Returns Being Contested or Audited: [ ] Yes [X] No
----------------------------------------------------------------------------------------------------------------------------------
Name of Accountant or Accounting Firm:
----------------------------------------------------------------------------------------------------------------------------------
Name of Persons Authorized to Borrow Money on Behalf of and in the Name of the Applicant: INVESTORS TRUST, INC.
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Loan Request
----------------------------------------------------------------------------------------------------------------------------------
Amount Requested $500,000.00 [x] Secured [ ] Unsecured [ ] Initial Request [ ] Additional Advance
----------------------------------------------------------------------------------------------------------------------------------
Purpose of Loan PURCHASING REAL ESTATE Terms 3 YEAR REVOLVING LINE OF CREDIT - DECREASING
----------------------------------------------------------------------------------------------------------------------------------
FOR RE-SALE YEARLY - INTEREST QUARTERLY
----------------------------------------------------------------------------------------------------------------------------------
Financial Summary (see page 2 for explanation)
----------------------------------------------------------------------------------------------------------------------------------
[ ] Financial Statement Submitted with this Summary [ ] Current Financial Statement on File with Creditor.
----------------------------------------------------------------------------------------------------------------------------------
Assets Liabilities
----------------------------------------------------------------------------------------------------------------------------------
Current Assets Current Liabilities
----------------------------------------------------------------------------------------------------------------------------------
Account/Trade Receivables Long Term Liabilities
----------------------------------------------------------------------------------------------------------------------------------
Inventory - Gross Other Liabilities
----------------------------------------------------------------------------------------------------------------------------------
Fixed Assets Total Liabilities
----------------------------------------------------------------------------------------------------------------------------------
Other Net Worth (Total Assets minus Total Liabilities)
----------------------------------------------------------------------------------------------------------------------------------
Total Assets Total Liabilities and Net Worth
----------------------------------------------------------------------------------------------------------------------------------
Profit and Loss Additional Information Requested
----------------------------------------------------------------------------------------------------------------------------------
From To
----------------------------------------------------------------------------------------------------------------------------------
Net Sales
----------------------------------------------------------------------------------------------------------------------------------
Gross Profit
----------------------------------------------------------------------------------------------------------------------------------
Net Operating Profit
----------------------------------------------------------------------------------------------------------------------------------
Net profit/Loss
----------------------------------------------------------------------------------------------------------------------------------
Equal Credit Opportunity Notice
----------------------------------------------------------------------------------------------------------------------------------
Were your gross revenues $1,000,000 or less in your previous fiscal year? NOTICE. The Federal Equal Opportunity Act
[X] Yes [ ] prohibits creditors from discriminating against
If you answered "yes" and the Credit denies you application for credit, you credit applications on the basis of race, color,
have the right to a written statement of the specific reasons for the denial. religion, national origin, sex, marital status,
To obtain the statement please contact. age (providing the applicant has the capacity to
enter into a binding contract): because all or
XXXXXXX X. XXXXXXXX a part of the applicant's income derives from
(000) 000-0000 any public assistance program; or because the
FIRST INDEPENDENCE BANK OF FLORIDA applicant has in good faith exercised any right
00000 XXX XXXXXX XXXX. X.X. under the Consumer Credit Protection Act, the
XXXX XXXXX, XX 00000 federal agency that administers compliance with
within 60 days from the date you are notified of Creditor's decision. The Cre- this law concerning this creditor is:
ditor will send you a written statement of reasons for the denial within
30 days of receiving your request for the statement. This notice at right FEDERAL RESERVE BANK OF ATLANTA
describes additional protections extended to you. 000 XXXXXXXX XXXXXX
XXXXXXX, XX 00000
----------------------------------------------------------------------------------------------------------------------------------
This information and the information provided on all accompanying financial statements and schedules is provided for the purpose of
obtaining credit for the Applicant(s) or for the purpose of Applicant(s) or for the purpose of Applicant(s) guaranteeing credit for
others. Applicant(s) acknowledge that representations made in this statement will be relied on by Creditor in its decision to
grant such credit. This Statement is true and correct in every detail and accurately represents the financial condition of the
Applicant(s) on the date given below. Creditor is authorized to make all inquiries it deems necessary to verify the accuracy of the
information contained herein and to determine the creditworthiness of the Applicant(s). Applicant(s) will promptly notify Creditor
of any subsequent changes which would affect the accuracy of this Statement. Creditor is further authorized to answer any
questions about Creditor's credit experience with Applicant(s). Applicant(s) are aware that any knowing or willful false statements
regarding the value of the above property for purposes of influencing the actions of Creditor can be a violation of federal law,
18 U.S.C. & 1014, and may result in a fine or imprisonment or both.
By signing below, each applicant declares that he/she has read and understandins the statement above.
FLORDECO, LTD., BY INVESTORS TRUST, INC., IT'S GENERAL PARTNER
By /s/ Xxxxx Xxx 3-3-96
-------------------------------------------- By ------------------------------------------------------
Signature XXXXX XXX, PRESIDENT Date Signature, Date
By
-------------------------------------------- By ------------------------------------------------------
Signature XXXXX XXX, PRESIDENT Date Signature, Date
BANKERS SYSTEMS, INC., XX. XXXXX, XX 00000 (0-000-000-0000) FORM CLAS 5/10/91
(page 1 of 2)
28
DEFINITIONS
1. CURRENT ASSETS - Cash, marketable securities, accounts receivable -
trade (net), inventory (net) and other current assets.
2. ACCOUNT/TRADE RECEIVABLES - All current accounts and notes and deferred
notes, less reserve for bad debts.
3. INVENTORY-GROSS - Value of finished goods, work in progress and raw
materials.
4. FIXED ASSETS - Net value of all land, buildings, machinery, equipment,
fixtures, furniture, etc.
5. TOTAL ASSETS - All current assets, receivables, inventory, fixed assets
and amounts due from officers and employees, investments,
deferral/prepaid expenses, cash surrender value of life insurance
policies and others.
6. CURRENT LIABILITIES - Bank notes payable, other trade notes payable,
accounts payable-trade, other accounts payable, due to officers and
employees, taxes-income other, accrued expenses, long term debt due
within one year, other current liabilities.
7. LONG TERM LIABILITIES - Notes, bonds, and mortgages and other accounts
coming due in one year or more.
8. TOTAL LIABILITIES - All current, long term and other liabilities.
9. NET SALES - All sales less discounts, charge-backs and allowances.
10. GROSS PROFIT - Net sales less the cost of goods sold.
11. NET OPERATING PROFIT - Gross profit less: expenses, (selling, general
and administrative, interest, depreciation), officer's compensation,
provision for bad debt and other expenses.
12. NET PROFIT OR LOSS - Net operating profit, plus other income, less
federal, state and local taxes.
13. GROSS REVENUES - Value of all sales and services provided prior to
deducting discounts, charge backs and allowances. This amount is
requested to determine Applicant's rights and Creditor's obligations
under the Equal Credit Opportunity Act. The term has no exact
accounting definition and Creditor will rely on value provided by
Applicant.
(page 2 of 2)
29
CORPORATE AUTHORIZATION RESOLUTION
FIRST INDEPENDENCE BANK OF FLORIDA By: FLORDECO, INC.
00000 XXX XXXXXX XXXX. X.X. --------------------------------------------------
XXXX XXXXX, XX 00000 (Corporation)
X.X. XXX 0000
--------------------------------------------------
(Xxxxxxx)
XX. XXXXX, XX 00000
--------------------------------------------------
(City, State, and Zip Code)
A. I, ___________________________________, certify that I am Secretary (clerk) of the above named corporation organized under the
laws of FLORIDA, Federal Employer I.D. Number 00-0000000, engaged in business under the trade name of FLORDECO, INC., and that
the following is a correct copy of resolutions adopted at a meeting of the Board of Directors of this corporation duly and properly
called and held on _______________________________. These resolutions appear in the minutes of this meeting and have not been
rescinded or modified.
B. Be it resolved that,
(1) The Financial Institution named above is designated as a depository for the funds of this corporation.
(2) This resolution shall continue to have effect until express written notice of its rescission or modification has been
received and recorded by this Financial Institution.
(3) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf
of this partnership with this Financial Institution prior to the adoption of this resolution are hereby ratified, approved and
confirmed.
(4) Any of the persons named below, so long as they act in a representative capacity as agents of this corporation, are
authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective
exercise of the powers indicated below, from time to time with this Financial Institution, concerning funds deposited in
this Financial Institution, moneys borrowed from this Financial Institution or any other business transacted by and between this
corporation and this Financial Institution subject to any restrictions stated below.
(5) Any and all prior resolutions adopted by the Board of Directors of this corporation and certified to this Financial
Institution as governing the operation of this corporation's account(s), are in full force and effect, unless supplemented or
modified by this authorization.
(6) This corporation agrees to the terms and conditions of any account agreement, property opened by any authorized
representative(s) of this corporation, and authorizes the Financial Institution named above, at any time, to charge this
corporation for all checks, drafts, or other orders, for the payment of money, that are drawn on this Financial Institution,
regardless of by whom or by what means the facsimile signature(s) may have been affixed so long as they resemble the facsimile
signature specimens in section C. (or the facsimile signature specimens that this corporation files with this Financial Institution
from time to time) and contain the required number of signatures for this purpose.
C. If indicated, any person listed below (subject to any expressed restrictions) is authorized to:
Name and Title Signature Facsimile Signature
(if used)
(A) XXXXX XXX, PRESIDENT /s/ Xxxxx Xxx
---------------------------------------- --------------------------------------- -----------------------------------
(B) XXXXXX X. XXXXXX, XX., VICE PRESIDENT /s/ Xxxxxx X. Xxxxxx, Xx.
---------------------------------------- --------------------------------------- -----------------------------------
(C)
---------------------------------------- --------------------------------------- -----------------------------------
(D)
---------------------------------------- --------------------------------------- -----------------------------------
Indicate A, B, C and/or D
A B
_________________________(1) Exercise all of the powers listed in (2) through (6).
_________________________(2) Open any deposit or checking account(s) in the name of this corporation.
_________________________(3) Endorse checks and orders for the payment of money and withdraw funds on deposit with this Financial
Institution.
Number of authorized signatures required for this purpose 1
------------------------.
_________________________(4) Borrow money on behalf and in the name of this corporation, sign, execute and deliver promissory notes
or other evidences of indebtedness.
Number of authorized signatures required for this purpose 1
------------------------.
_________________________(5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading,
stocks, bonds, real estate or other property now owned or hereafter owned or acquired by this
corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment
of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of
protest and notice of non-payment.
Number of authorized signatures required for this purpose 1
------------------------.
_________________________(6) Enter into written lease for the purpose of renting and maintaining a Safe Deposit Box in this
Financial Institution.
Number of authorized persons required to gain access and to terminate the lease 1
-----------------.
D. I further certify that the Board of Directors of this corporation has, and at the time of adoption of this resolution had, full
power and lawful authority to adopt the foregoing resolutions and to confer the powers granted to the persons named who have full
power and lawful authority to exercise the same.
In Witness Whereof, I have hereunto subscribed my name and affixed the seal of this
-------------------------------- corporation on
IMPRINT
SEAL ----------------------------------------
HERE
/s/ Xxxxx Xxx /s/ Xxxxxx Xxxxxx
------------------------------- -----------------------------------
Attest by One Other Officer Secretary
XXXXX XXX XXXXXX XXXXXX
(page 1 of 1)
30
PARTNERSHIP RESOLUTION OF AUTHORITY
FIRST INDEPENDENCE BANK OF FLORIDA By: FLORDECO, LTD.
00000 XXX XXXXXX XXXX. X.X. --------------------------------------------------
XXXX XXXXX, XX 00000 (Trade Name of Partnership)
P.O. BOX 6966
--------------------------------------------------
(Address)
FT. XXXXX, XX 00000
--------------------------------------------------
(City, State, and Zip Code)
Date:
------------------------------------------------------- Federal I.D. Number: 00-0000000
----------------------------
The above partnership consists of the following members :
INVESTORS TRUST, INC.-G.P.
-------------------------------------- --------------------------------------- -------------------------------------------
-------------------------------------- --------------------------------------- -------------------------------------------
BE IT RESOLVED THAT, the above-named parties constitute all the members of the partnership and by signing below agree that:
(1) The Financial Institution named above is designated as a depository for the funds of this partnership.
(2) This resolution shall continue to have effect until express written notice of its rescission or modification has been
received and recorded by this Financial Institution. Any and all prior resolutions adopted by this partnership and certified to
this Financial Institution as governing the operation of this partnership's account(s), are in full force and effect, unless
supplemented or modified by this authorization.
(3) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowings by or on behalf
of this partnership with this Financial Institution prior to the adoption of this resolution are hereby ratified, approved and
confirmed.
(4) Any of the persons named below, so long as they act in a representative capacity as agents of this partnership, are
authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective
exercise of their powers indicated below, from time to time with this Financial Institution, concerning funds deposited in
this Financial Institution, moneys borrowed from this Financial Institution or any other business transacted by and between this
partnership and this Financial Institution subject to any restrictions stated below.
(5) If any other parties become interested in this partnership as co-partners, the partnership relationship is altered in
any way or if the business should become incorporated, the partners shall notify this Financial Institution promptly.
(6) This partnership agrees to the terms and conditions of any account agreement, property opened by any authorized
representative(s) of this partnership, and authorizes the Financial Institution named above, at any time, to charge this
partnership for all checks, drafts, or other orders for the payment of money that are drawn on this Financial Institution,
regardless of by whom or by what means the facsimile signature(s) may have been affixed so long as they resemble the facsimile
signature specimens shown below, (or the facsimile signature specimens that this partnership filed with this Financial Institution
from time to time) and contain the required number of signatures for this purpose.
If indicated, any person listed below (subject to any expressed restrictions) is authorized to:
Name and Title Signature Facsimile Signature
if used
(A) INVESTORS TRUST, INC., XXXXX XXX, PRES. /s/ Xxxxx Xxx
---------------------------------------- --------------------------------------- -----------------------------------
(B) ---------------------------------------- --------------------------------------- -----------------------------------
(C) ---------------------------------------- --------------------------------------- -----------------------------------
(D) ---------------------------------------- --------------------------------------- -----------------------------------
Indicate A, B, C and/or D
A
-------------------------(1) Exercise all of the powers listed in (2) through (6).
-------------------------(2) Open any deposit or checking account(s) in the name of this partnership.
-------------------------(3) Endorse checks and orders for the payment of money and withdraw funds on deposit with this Financial
Institution.
Number of authorized signatures required for this purpose 1
------------------------.
-------------------------(4) Borrow money on behalf and in the name of this partnership, sign, execute and deliver promissory notes
or other evidences of indebtedness.
Number of authorized signatures required for this purpose 1
------------------------.
-------------------------(5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading,
stocks, bonds, real estate or other property now owned or hereafter owned or acquired by this
partnership as security for sums borrowed, and to discount the same, unconditionally guarantee payment
of all bills received, negotiated or discounted and to waive demand, presentment, protest, notice of
protest and notice of non-payment.
Number of authorized signatures required for this purpose 1
------------------------.
-------------------------(6) Enter into written lease for the purpose of renting and maintaining a Safe Deposit Box in this
Financial Institution.
Number of authorized persons required to gain access and to terminate the lease 1
-----------------.
Signatures: (Type name of each partner below each signature line.)
x
------------------------------------- X --------------------------------------- X ------------------------------------------
INVESTORS TRUST, INC.-G.P.
x BY: /s/ Xxxxx Xxx X
-------------------------------------- --------------------------------------- X ------------------------------------------
XXXXX XXX, PRESIDENT
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31
CORPORATE AUTHORIZATION RESOLUTION
FIRST INDEPENDENCE BANK OF FLORIDA By: INVESTORS TRUST, INC.
00000 XXX XXXXXX XXXX. X.X. --------------------------------------------------
XXXX XXXXX, XX 00000 (Corporation)
X.X. XXX 0000
--------------------------------------------------
(Xxxxxxx)
XX. XXXXX, XX 00000
--------------------------------------------------
(City, State, and Zip Code)
A. I, XXXXXX X. XXXXXX, XX., certify that I am Secretary (clerk) of the above named corporation organized under the laws of
FLORIDA, Federal Employer I.D. Number: __________________, engaged in business under the trade name of INVESTORS TRUST, INC., and
that the following is a correct copy of resolutions adopted at a meeting of the Board of Directors of this corporation duly and
properly called and held on __________________. These resolutions appear in the minutes of this meeting and have not been rescinded
or modified.
B. BE IT RESOLVED THAT,
(1) The Financial Institution named above is designated as a depository for the funds of this corporation.
(2) This resolution shall continue to have effect until express written notice of its rescission or modification has been
received and recorded by this Financial Institution.
(3) All transactions, if any, with respect to any deposits, withdrawals, rediscounts and borrowing by or on behalf
of this corporation with this Financial Institution prior to the adoption of this resolution are hereby ratified, approved and
confirmed.
(4) Any of the persons named below, so long as they act in a representative capacity as agents of this corporation, are
authorized to make any and all other contracts, agreements, stipulations and orders which they may deem advisable for the effective
exercise of the powers indicated below, from time to time with this Financial Institution, concerning funds deposited in this
Financial Institution, moneys borrowed from this Financial Institution or any other business transacted by and between this
corporation and this Financial Institution subject to any restrictions stated below.
(5) Any and all prior resolutions adopted by the Board of Directions of the corporation and certified to this Financial
Institution as governing the operation of this corporation's account(s), are in full force and effect, unless supplemented or
modified by this authorization.
(6) This corporation agrees to the terms and conditions of any account agreement, property opened by any authorized
representative(s) of this corporation, and authorizes the Financial Institution named above, at any time, charge this
corporation, and authorizes the Financial Institution named above, at any time, to charge this corporation for all checks, drafts,
or other orders, for the payment of money that are drawn on this Financial Institution, regardless of by whom or by what means the
facsimile signature(s) may have been affixed so long as they resemble the facsimile signature specimens in Section C. (or the
facsimile signature specimens that this corporation files with this Financial Institution from time to time) and contain the
required number of signatures for this purpose.
C. If indicated, any person listed below (subject to any expressed restrictions) is authorized to:
Name and Title Signature Facsimile Signature
(A) XXXXX XXX, PRESIDENT /s/ Xxxxx Xxx
---------------------------------------- --------------------------------------- -----------------------------------
(B) XXXXXX X. XXXXXX, XX., SECRETARY/TREAS. /s/ Xxxxxx X. Xxxxxx
---------------------------------------- --------------------------------------- -----------------------------------
(C)
---------------------------------------- --------------------------------------- -----------------------------------
(D)
---------------------------------------- --------------------------------------- -----------------------------------
Indicate A, B, C and/or D
A B
-------------------------(1) Exercise all of the powers listed in (2) through (6).
-------------------------(2) Open any deposit or checking account(s) in the name of this corporation.
-------------------------(3) Endorse checks and orders for the payment of money and withdraw funds on deposit with this Financial
Institution.
Number of authorized signatures required for this purpose 1
------------------------.
-------------------------(4) Borrow money on behalf and in the name of this corporation, sign, execute and deliver promissory notes
or other evidences of indebtedness.
Number of authorized signatures required for this purpose 1
------------------------.
-------------------------(5) Endorse, assign, transfer, mortgage or pledge bills receivable, warehouse receipts, bills of lading
stocks, bonds, real estate or other property now owned or hereafter owned or acquired by this
corporation as security for sums borrowed, and to discount the same, unconditionally guarantee payment
of all bills received, negotiated or discounted and to waive demand, presentment, protest, and notice
of protest and notice of non-payment.
Number of authorized signatures required for this purpose 1
-----------------------.
-------------------------(6) Enter into written lease for the purpose of renting and maintaining a Safe Deposit Box in this
Financial Institution.
Number of authorized persons required to gain access and to ferminate the lease 1
-----------------.
D. I further certify that the Board of Directors of the corporation has, and at the time of adoption of this resolution had, full
power and lawful authority to adopt the foregoing resolutions and to confer the powers granted to the persons named who have full
power and lawful authority to exercise the same.
In Witness Whereof, I have hereunto subscribed my name and affixed the seal of this
corporation on
--------------------------
IMRPINT --------------------------------------------------------------
SEAL
HERE /s/ Xxxxx Xxx /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------- ------------------------------------------
Attest by One Other Officer Secretary
XXXXXX X. XXXXXX, XX
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