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NOTE AND LOAN DOCUMENT PURCHASE AGREEMENT
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This NOTE AND LOAN DOCUMENT PURCHASE AGREEMENT ("Agreement"), dated and
effective as of October 12, 1995, by and between FIRST UNION NATIONAL BANK OF
FLORIDA, a national banking association ("Seller"), PGIP, L.L.C., a Missouri
limited liability company ("Buyer"), and PGI INCORPORATED, SUGARMILL XXXXX,
INC., BURNT STORE MARINA, INC. and GULF COAST CREDIT CORPORATION, all Florida
corporations (collectively, the "Borrowers").
RECITALS
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A. The Seller is the owner and holder of certain loans made to PGI
INCORPORATED, SUGARMILL XXXXX, INC., BURNT STORE MARINA, INC. and GULF COAST
CREDIT CORPORATION, all Florida corporations (collectively, "Borrowers"),
which loans are defined as the "Loans" and are more particularly described in
that certain Thirteenth Mortgage and Loan Modification Agreement dated as of
May 13, 1994, executed by BancFlorida, a Federal Savings Bank (predecessor in
interest to Seller), formerly known as Naples Federal Savings and Loan
Association, and the Borrowers ("Thirteenth Modification"). All terms used
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herein and not defined herein shall have the meanings as set forth in the
Thirteenth Modification.
B. The Loans are guaranteed pursuant to certain guarantees of
payment executed by SOUTHERN XXXXX INCORPORATED, formerly known as TWIN
COUNTY UTILITY CO.; PUNTA GORDA ISLES SALES, INC.; DEEP CREEK UTILITIES,
INC.; BURNT STORE UTILITIES, INC. and SUGARMILL XXXXX SALES, INC.
(individually and collectively, the "Guarantors").
C. The Loans are currently in default and certain events of default
have occurred and are continuing under certain documents evidencing and/or
securing the Loans.
D. Of even date herewith, Seller and Borrowers have executed that
certain Forbearance Agreement ("Forbearance Agreement"), which Forbearance
Agreement provides that Seller shall forbear, subject to the terms and
conditions set forth therein, from exercising its rights and remedies under
the Loan Documents (as defined below) until November 15, 1995, pursuant to
the terms of the Forbearance Agreement.
E. Buyer wishes to purchase, and Seller wishes to sell, all of
Seller's right, title and interest in and to that certain Consolidated
Renewal Promissory Note dated as May 13, 1994, executed by Borrowers in favor
of Seller, and that certain Future Advance Note dated as of October 12, 1995,
executed by Borrowers in favor of Seller (together, the "Notes"), and those
other documents listed on Schedule 1 attached hereto (collectively and
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together with the Notes, "Loan
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Documents") and hereby made a part hereof, all in accordance the terms and
conditions set forth herein.
AGREEMENT
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged the parties agree as follows:
1. Assignment. Subject to the terms and conditions of this
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Agreement, Seller agrees to sell and assign to Buyer, and Buyer agrees to
purchase from Seller, without recourse, warranty or representation of any
kind whatsoever, except as expressly set forth in paragraph 9,
"Representations and Warranties of Seller" of this Agreement, all of the
right, title and interest of Seller in and to the Notes and the other Loan
Documents, including any and all amounts remaining due thereunder for
principal and interest. Notwithstanding anything herein to the contrary,
Seller shall not be obligated to assign the Notes and the other Loan
Documents unless and until Seller shall have received the Discounted Payoff
Amount (as defined below) in immediately available funds on or before 2:00
p.m. on November 15, 1995. For purposes of this Agreement, "Discounted
Payoff Amount" shall mean $4,800,000.00 ("Discounted Payoff Base") plus the
Initial Loan Purchase Payment (as defined below) plus interest calculated
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on the Discounted Payoff Base accruing at the rate of 10.5% per annum from
May 1, 1995 through and including the date of payment in full of the
Discounted Payoff Amount ("Forbearance Period Interest"). If the Initial
Loan Purchase Payment (as defined in below) is made prior to execution of
this Agreement, the Discounted Payoff Amount shall be reduced to the
Discounted Payoff Base plus the Forbearance Period Interest. For purposes
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of this Agreement, "Initial Loan Purchase Payment" shall mean a
non-refundable payment in immediately available funds in the amount of
$241,617.65.
2. Initial Installment; Remedies. Upon the execution hereof,
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Buyer shall deliver the amount of $241,617.65 as a non-refundable initial
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loan purchase installment ("Initial Loan Purchase Payment") to Seller. In
the event that Buyer fails to satisfy any of the Discounted Payoff Conditions
as set forth above or otherwise perform its obligations to purchase the Notes
and the Loan Documents pursuant to this Agreement, the Initial Loan Purchase
Payment, together with any and all accrued interest thereon, shall be
retained by Seller as liquidated damages; and Seller and Buyer shall have no
further rights, remedies or obligations hereunder.
3. Purchase Price; Legal Fee Reimbursement. The sale and
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assignment contemplated by this Agreement shall be for and in consideration
of the payment of the Discounted Payoff Amount (as set forth in Paragraph 1
above) (sometimes referred to herein as the "Purchase Price"). The Purchase
Price shall be paid by Buyer on the date of Closing (as defined in Paragraph
4 below) on or before 2:00 p.m., Orlando, Florida time, in immediately
available funds. On the date of Closing, in addition to the payment of the
Purchase Price as stated above, Buyer shall reimburse Seller for all
reasonable legal fees incurred by Seller after the date of execution of this
Agreement, in connection with its preparation of the assignment documents,
provided, however, that attorneys' fees (excluding
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out of pocket costs), to be paid by Buyer, Borrower and Guarantors in
connection with this matter, shall not exceed $15,000,00.
4. Closing. Closing of the sale and delivery and assignment of
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the endorsed Notes and the Loan Documents ("Closing") shall occur on or
before the fifteenth (15th) day of November, 1995, and, on the date of
Closing, Seller shall (i) execute and deliver the Assignment (as defined
below), (ii) endorse the Notes and assign the other Loan Documents to Buyer
pursuant to the Assignment, (iii) execute and deliver UCC-3 assignments as to
all existing filings made by Borrowers in favor of Seller, (iv) deliver to
Purchaser originals of the Notes, together with copies or originals of all
other Loan Documents in Lender's possession, and (v) deliver such
authorizations as are reasonably requested by Chicago Title Insurance Company
for purposes of issuing an endorsement to Chicago Title Insurance Policy
10066302000122 insuring Buyer's interest in the Loan Documents and Buyer
shall pay the Purchase Price to Seller, in accordance with the terms hereof.
In addition, Borrowers, Guarantors, and Buyer shall execute and deliver to
Seller a general release of any and all claims and liabilities arising out of
the indebtedness under the Loan Documents, which general release shall be in
substantially the form of Exhibit G attached hereto.
5. Acceleration of the Loans. Lender agrees that upon receipt of
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the Purchase Price, in immediately available funds, at the request of Buyer,
and subject to the Acceleration Conditions (as defined below), Lender shall
declare the entire outstanding principal amount of the Loans, together with
all accrued and unpaid interest and charges thereon, to be due and payable.
For purposes of this Agreement, "Acceleration Conditions" shall mean:
i) Seller shall not be required to declare an acceleration if, in
the reasonable judgement of Seller, such acceleration would be
illegal, improper, unethical or subject Seller to any risks,
losses, claims, damages or liabilities;
ii) Borrowers, Guarantors and Buyer shall indemnify and hold Seller
harmless from and against any and all claims and liabilities
arising out of Seller's acceleration of the indebtedness under
the Loan Documents.
6. Events of Default. It shall be an Event of Default under this
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Agreement if:
(a) Buyer shall fail to pay the Discounted Payoff Amount, including
the Forbearance Fee (as defined in the Forbearance Agreement), in accordance
with this Agreement, on or before the due date for such payment by Buyer;
(b) Borrowers or Guarantors shall fail to execute and deliver any
of the documents required as "closing deliveries" pursuant to paragraph 5 of
the Forbearance Agreement; or
(c) Borrowers, Buyer or Guarantors shall fail to execute and
deliver a duly authorized general release as required by paragraph 4 of this
Agreement.
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7. Assignment. The assignment of the Notes and the Loan Documents
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shall be in the form annexed hereto as Exhibit A ("Assignment"). Seller
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shall deliver one originally executed and notarized Assignment to Buyer at
Closing for each county in which any of the Property that is secured by the
Loan Documents is located (Citrus County and Hernando County), together with
originals of the Notes endorsed without recourse, warranty or obligation to
Buyer, except as set forth in paragraph 9 "Representations and Warranties of
Seller" hereof, and originals or copies of all other Loan Documents in
Seller's possession. Seller, Buyer and the Borrowers agree that, upon
Seller's receipt of the Discounted Payoff Amount (but not before that time),
the Loan Documents listed in Exhibit A to the Assignment shall be deemed to
be all of the operative documents relating to the indebtedness evidenced by
the Notes.
8. Representations and Warranties of Buyer.
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a. This Agreement will be the legal, valid and binding
obligation of Buyer when executed, enforceable in
accordance with its terms, except only as such enforcement
may be limited by applicable debtor relief laws and that
certain equitable remedies may not be available regardless
of whether enforcement is sought in equity or law;
b. Seller makes no representations or warranties as to the
value of any property encumbered by any of the Loan
Documents ("Property"), or any other representation or
warranty of any kind whatsoever regarding the Property,
including but not limited to representations regarding the
condition, zoning, suitability for development, or
development authorizations regarding the Property; and
c. Having consulted with counsel, and as a result of Buyer's
prior experience in connection with delinquent loans:
(1) Buyer is aware of the substantive legal and
equitable defenses and procedural defenses and
delays which may be interposed by the Borrowers
against an attempt to enforce the Notes and the Loan
Documents and prosecute any foreclosure proceedings,
and of the legal and practical difficulties of
enforcing the Notes and the Loan Documents,
acquiring the Property and ejecting occupants under
the laws of the jurisdiction in which the Property
is located, as applied in the several courts of such
jurisdiction;
(2) Buyer is aware that from and after the assignment of
the Notes and the Loan Documents to Buyer, all
defenses which would have been available to the
Borrowers with respect to any predecessor in
interest to Buyer under the Loans may be
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available against Buyer, and that, under the terms
of this Agreement, Buyer shall be unable to look to,
Seller or any of its predecessors in interest should
such defenses destroy, in whole or in part, or delay
the availability of Buyer's remedies under the Notes
and the Loan Documents and in any foreclosure
proceedings;
(3) Buyer is aware that any attempt to enforce the Notes
and the Loan Documents and prosecute any foreclosure
proceedings, either in the courts of the
jurisdiction in which such Property is located or in
the Federal courts having jurisdiction thereof may
be fraught with delay and considerable expense; and
(4) Buyer is aware that, even in the event that it
successfully acquires the Property by means of
foreclosure, that there may be statutory periods for
exercise of the Borrowers' or some other party's
rights of redemption which could delay any resale of
the Property.
(5) Buyer requested that Seller sell the Notes and the
Loan Documents to Buyer, and neither Seller nor any
other party solicited Buyer to purchase the Notes
and the Loan Documents. Buyer's desire to purchase
the Loans is a result of Buyer's independent
evaluation of the Property and review of the Notes
and the Loan Documents, and neither Seller nor any
other party has made any information available to
Buyer to induce or influence Buyer to purchase the
Loans.
(6) Neither Seller nor any other party makes or has made
any representation or warranty as to the validity,
legality, enforceability or collectability of the
Notes or the Mortgages, nor as to the validity,
legality, enforceability or priority of the lien
purported to be created thereby. Neither Seller nor
any other party makes or has made any representation
or warranty as to the value or condition of the
Property, or the merchantability of any title which
Buyer might receive in the event that it succeeded
in enforcing the Mortgages and acquiring the
Property.
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9. Representations and Warranties of Seller.
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(a) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the United States. Each individual
executing this Agreement on behalf of Seller, has full power and authority to
execute, deliver and perform this Agreement. Seller hereby represents and
warrants to Buyer, as of the date hereof, on the Closing Date and at all
times pertinent hereto, that Seller has full power and authority to execute,
deliver and perform this Agreement, including authority to sell and transfer
the Notes and the Loan Documents, and Seller has duly executed and delivered
this Agreement. All necessary corporate, regulatory or other similar action
has been taken to authorize and empower Seller and the officers or
representatives acting on Seller's behalf. This Agreement constitute the
legal, valid, binding and enforceable obligation of Seller enforceable
against Seller in accordance with its terms.
(b) Seller disclaims any liability to Buyer should the amounts
represented as due under the Notes, and in the Forbearance Agreement, not be
accurate, not be legally enforceable, or are contested or defended against
(whether successfully or not) by any obligor under the Loan Documents.
(c) Seller is the owner and holder of the Notes and Loan
Documents and has not previously sold or assigned the same in whole or in
part.
(d) Seller makes no representations or warranties as to the
value of any property encumbered by any of the Loan Documents ("Property"),
or any other representation or warranty of any kind whatsoever regarding the
Property, including but not limited to representations regarding the
condition, zoning, suitability for development, or development authorizations
regarding the Property.
10. Disclaimer of All Warranties. Except as expressly stated in
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paragraph 8 of this Agreement, the Loan Documents, including the Notes and
Mortgages, are being sold "AS IS" and without ANY RECOURSE, AND WITHOUT ANY
REPRESENTATION, WARRANTY OR OBLIGATION whatsoever as to genuineness,
authorization, proper execution, enforceability, validity, condition, FITNESS
FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY or any other warranty express or
implied. Seller specifically disclaims any warranty, guaranty or
representation, oral or written, past or present, express or implied,
concerning the Loans, the Notes, the other Loan Documents or the Property.
By signing below, Buyer indicates that Buyer has carefully
reviewed these limitations and agrees that they are true and correct and
agrees to be bound by them.
11. Inventory and Delivery. From and after the date of this
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Agreement, and prior to Closing, Buyer shall be entitled to access all Loan
Documents and to receive copies thereof. This shall include all bank
documentation and information relating to the Loans, including, but not
limited to, all Loan Documents, appraisal reports, title insurance policies,
surveys, soil reports and environmental studies. Additionally, Buyer shall
be entitled to contact any and all parties concerning
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this transaction. Seller shall cooperate in advising Buyer of the location of
all documents and records and making such reasonably available and convenient.
12. Counterparts; Entire Agreement. This Agreement may be executed
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simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original, and all such counterparts shall constitute one and
the same instrument. This Agreement constitutes the entire agreement between
the parties hereto relating to the subject matter hereof and supersedes any
prior agreement or communications between the parties.
13. Place of Delivery and Governing Law. This Agreement shall be
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deemed in effect when counterparts hereof have been executed and delivered by
Seller and Buyer. This Agreement shall be deemed to have been made in the
State of Florida. The Agreement shall be construed in accordance with the
laws of the State of Florida, and the obligations, rights and remedies of the
parties herein shall be determined in accordance with the law of the State of
Florida, without giving effect to its conflict of law rules.
14. No Third Party Beneficiaries. The parties to this Agreement do
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not intend to create any rights or benefits in favor of any third party.
15. Attorneys' Fees. Except as provided in paragraph 3, each party
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shall pay its own attorneys' fees incurred in connection with this Agreement.
16. Independent Counsel and Due Diligence. Each of the parties
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hereto has had the benefit of independent legal advice by counsel of its own
selection prior to entering into this Agreement, and has executed this
Agreement only after undertaking a thorough investigation and consideration
of all the relevant facts and circumstances surrounding these actions.
17. Authority. The parties have the appropriate authority and have
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obtained any authorizations necessary for them to enter into this Agreement
and to perform all acts contemplated by this Agreement, and to authorize the
person who executes this Agreement on its behalf to do so to bind such party.
18. Notice Requirements. Any notice, demand or communication
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required or permitted to be given by any provision of this Agreement, will be
in writing and will be deemed to have been given when delivered personally or
by telefacsimile, receipt confirmed, to the party designated to receive such
notice, or on the date following the day sent by overnight courier, or on the
third (3rd) business day after the same is sent by certified mail, postage
and charges prepaid, directed to the following addresses, or to such other or
additional addresses as any party might designate by written notice to the
other party:
To any Borrower:
c/o PGI Incorporate
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000 Xxxxx Xxxxxx, Xxxxx 0000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx
Telefacsimile: (000) 000-0000
With a copy to:
Xxxxx Xxxxx, Esq.
Xxxxx Xxxxxx
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Telefacsimile: (000) 000-0000
To the Lender:
Xxxxxx Xxxxx
Vice President
First Union National Bank of Florida
Special Assets Department (FL 2202)
000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxx 00000
Telefacsimile: (000) 000-0000
With a copy to:
Xxxxxx X. Xxxxx, Esq.
Carlton, Fields, Xxxx,
Xxxxxxxx, Xxxxx & Xxxxxx, P.A.
000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Telefacsimile: (000) 000-0000
19. Merger. This Agreement represents the entirety of all
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agreements and understandings of the parties with respect to the subject
matter hereof and supersedes all prior understandings and agreements, whether
written or oral. This Agreement shall not be modified or altered, except by
a writing signed by each of the parties.
20. Time. Time is of the essence of this Agreement.
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21. Choice of Law. Florida law shall govern the interpretation and
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enforcement of this Agreement.
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22. Jurisdiction and Venue. The parties consent to jurisdiction
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and venue of any court of competent jurisdiction in Hillsborough County,
Florida, for any action brought to enforce any obligation, right or remedy
under this Agreement.
23. Counterparts. This Agreement may be executed in
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counterparts, and facsimile signatures may be accepted as original
signatures, until replaced by an original signed counterpart.
24. Insurance. Seller shall assign, at Closing Date, to the extent
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assignable, if any, and without recourse, warranty, or representation of any
kind, its rights as loss payee and/or the insured party under any insurance
policy covering the Mortgages, including, but not limited to, hazard or
property insurance and mortgage title insurance.
25. Assignment. This Agreement shall be binding upon the permitted
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successors and assigns of the parties hereto. This Agreement shall not be
assignable by either party hereto without the written consent of the other
party; provided, however, Buyer shall be permitted a single assignment of its
rights and obligations hereunder within ten (10) days following the date
hereof to a corporation to be formed.
26. Waiver of Jury Trial. Each party waives the right to trial by
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jury in any dispute related to or arising out of this Agreement, or the
Assignment of the Loan Documents, or any facts or circumstances related to or
arising from any of the foregoing, or any negotiations, communications,
actions or omissions related to or arising from any of the foregoing.
27. Further Assurances. The parties hereto agree that upon
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the reasonable request of the other party to this Agreement, each such party
will execute and deliver to the requesting party such other additional
instruments and documents, or perform or cause to be performed such other and
further acts and things, as may be reasonably necessary to more fully
consummate the transactions as set forth in this Agreement provided, however,
that performance by either party under this paragraph shall not create any
new liability or obligation on the performing party whatsoever.
BUYER: SELLER:
PGIP, L.L.C., a Missouri FIRST UNION NATIONAL BANK OF FLORIDA,
limited liability company a national banking association
BY:/s/--------------------------- BY:-/s/-----------------------------
Name:Xxxxxx X. Love Jr.------------- Name:-Xxxxxx X. Xxxxx---------------
Title: Manager---------------- Title:-Assistant Vice President-----
BORROWERS:
PGI INCORPORATED, a Florida corporation
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BY:-/s/-----------------------------
Name:Xxxxxx X. Love Jr.----------------
Title: Chairman-----------------------
SUGARMILL XXXXX, INC.,
a Florida corporation
BY:/s/---------------------------
Name:Xxxxxx X. Love Jr.-------------
Title: Chairman---------------------
BURNT STORE MARINA, INC.,
a Florida corporation
BY:/s/------------------------
Name:Xxxxxx X. Love Jr. ----------
Title: Chairman------------------
GULF COAST CREDIT CORPORATION,
a Florida corporations
BY:/s/------------------------
Name:Xxxxxx X. Love Jr.----------
Title: Chairman------------------
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Prepared by and Return to:
Xxxxxxx X. Xxxxxxxxx, Esquire
Carlton, Fields, Xxxx, Xxxxxxxx,
Xxxxx & Xxxxxx, P.A.
Xxxx Xxxxxx Xxx 0000
Xxxxx, Xxxxxxx 00000
EXHIBIT A
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ASSIGNMENT OF NOTES, MORTGAGES AND LOAN DOCUMENTS
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FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association,
("Assignor"), hereby assigns to PGIP, L.L.C., a Missouri limited liability
company ("Assignee"), without recourse, warranty or representation of any
kind, except as expressly stated in paragraph 9 "Representations and
Warranties of Seller," of that certain Note and Loan Document Purchase
Agreement, dated as of October 12, 1995, by and between Assignor and Assignee
(the "Agreement"), all of its right, title and interest in and to that
certain Consolidated Renewal Promissory Note, dated as of May 13, 1994,
executed by PGI, Incorporated, Sugarmill Xxxxx, Inc., Burnt Store Marina,
Inc. and Gulf Coast Credit Corporation (collectively, "Borrowers") in favor
of Assignor, in the original principal amount of $7,001,615.29 ("Consolidated
Note"), that certain Future Advance Note, dated October 12, 1995, executed by
Borrowers in favor of Assignor, in the original principal amount of
$241,617.65 ("Future Advance Note"), and any other documents evidencing or
securing any portion of the indebtedness evidenced by the Consolidated Note
or the Future Advance Note, including, without limitation, the documents
listed in Exhibit A attached hereto and made a part hereof to have and to
hold forever.
FIRST UNION NATIONAL BANK OF
FLORIDA, a national banking association
BY:-/s/-----------------------------
Name:Xxxxxx X. Xxxxx------------------
Title: -Assistant Vice President--------
STATE OF FLORIDA
COUNTY OF ----------------
The foregoing instrument was acknowledged before me this ----- day of
------------, 1995, by ------------------------- as ---------------------- of
First Union National Bank of Florida, a national banking association, on
behalf of the bank. He/she is personally known to me or has produced
-------------(state) drivers license no. ------------------- as
identification.
My Commission Expires: -------------------------------
(Signature)
[AFFIX NOTARY SEAL] -------------------------------
(Printed Name)
-------------------------------
(Title or Rank)
-------------------------------
(Serial Number, if any)
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EXHIBIT A TO ASSIGNMENT - SCHEDULE OF LOAN DOCUMENTS
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1. Substitute Renewal Mortgage No. 1, dated as of October 19, 1985, executed
by Borrowers in favor of Naples, and recorded in the Public Records of
Citrus County, Florida at O.R. Book 682, Page 2140, and otherwise recorded
in DeSoto, Hernando and Xxx Counties, Florida, as the same may have been
amended from time to time.
2. Substitute Renewal Mortgage No. 2, dated as of October 19, 1985, executed
by Punta Gorda Isles, Inc., Punta Gorda Developers, Inc. and Burnt Store
Marina, Inc. in favor of The First National Bank of Chicago, as Agent
("FNBC"), and recorded at O.R. Book 837, Page 959 of the Public Records of
Charlotte County, Florida, and recorded at O.R. Book 682, Page 1952 of the
Public Records of Citrus County, Florida, which Substitute Renewal Mortgage
No. 2 was assigned by FNBC to Naples pursuant to: (i) that certain
Assignment of Mortgage recorded at O.R. Book 683, Page 187 of the Public
Records of Citrus County, Florida, (ii) that certain Assignment of
Mortgages recorded at O.R. Book 683, Page 190 of the Public Records of
Citrus County, Florida and O.R. Book 683, Page 195 of the Public Records of
Citrus County, Florida, as the same may have been amended from time to
time.
3. Restated Loan Agreement No. 1, dated October 19, 1985, executed between
Naples and Borrowers as the same may have been amended from time to time.
4. Divided Security Agreement and Pledge of Collateral No. 1, dated October
19, 1985, executed by Borrowers in favor of Naples, as the same may have
been amended from time to time.
5. Divided Assignment of Notes, Mortgages, Contracts and Agreements for Deed
No. 1 dated as of October 19, 1985, executed by Borrowers in favor of
Naples, as the same may have been amended from time to time.
6. Platinum Point Loan Documents, as described in that Thirteenth Mortgage &
Loan Modification Agreement, dated as of May 13, 1994, executed by and
between Borrowers and BancFlorida, a Federal Savings Bank, predecessor in
interest by merger to Lender.
7. Tugboat Loan Documents, as described in that Thirteenth Mortgage & Loan
Modification Agreement, dated as of May 13, 1994, executed by and between
Borrowers and BancFlorida, a Federal Savings Bank, predecessor in interest
by merger to Lender.
8. Loan and Security Agreement, dated October 1, 1984, executed by PGI, PGD,
Marina, FNBC, CREI or FNB, as agent ("Land Loan Agreement"), a portion of
which Agreement was assigned by FNBC and CREI to Naples pursuant to a Note
Purchase Agreement, dated October 19, 1985, as the same may have been
amended from time to time.
9. Loan and Security Agreement, dated as of October 1, 1984, executed among
PGI, PGD, Marina, FNBC, CREI and FNBC, as Agent, as the same may have been
modified from time
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to time ("FNBC Receivables Loan Agreement"), a portion of which Agreement
was assigned by FNBC and CREI to Naples pursuant to a Note Purchase
Agreement, dated October 19, 1985, as the same may have been amended from
time to time.
10. Restated Loan and Security Agreement, dated as of March 25, 1987, executed
by and among Borrowers and Naples, as the same may have been amended from
time to time ["to be read in conjunction with Restated Loan Agreement No.
1" - item 3 above]
11. Pledge Agreement, dated as of March 25, 1987, executed among Punta Gorda
Isles, Inc., Punta Gorda Developers, Inc. and Naples regarding stock
collateral, as the same may have been amended from time to time.
12. Security Agreement, dated March 25, 1987, executed among Borrowers and
Naples regarding blanket lien on all of Borrower's assets, as the same may
have been amended from time to time.
13. Together with Assignor's right, title and interest, if any, in any
additional security instruments securing the indebtedness due under the
Consolidated Renewal Note and the Future Advance Note.
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