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FORBEARANCE AGREEMENT
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THIS AGREEMENT (this "Agreement") is executed as of the 12th day of
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October, 1995, by FIRST UNION NATIONAL BANK OF FLORIDA, a national banking
association, as successor in interest to BancFlorida, a Federal Savings Bank,
formerly known as Naples Federal Savings and Loan Association (the
"Lender"), PGI INCORPORATED, SUGARMILL XXXXX, INC., BURNT STORE MARINA,
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INC. and GULF COAST CREDIT CORPORATION, all Florida corporations
(individually and collectively, the "Borrowers"), SOUTHERN XXXXX,
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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").
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R E C I T A L S
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A. The Lender is the owner and holder of certain loans made to
Borrower, 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 Lender), formerly known as Naples Federal Savings
and Loan Association, and the Borrowers ("Thirteenth Modification"). All
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terms used 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 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 (all documents evidencing, securing, executed and/or
delivered in connection with, the Loans, or any part thereof, including,
without limitation, any and all notes, mortgages, loan agreements, security
and pledge agreements, UCC-1 financing statements and guarantees, as any of
the same may have been, or may be amended, consolidated and/or renewed from
time to time are hereinafter referred to as the "Loan Documents")
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D. The Borrowers have requested that the Lender forbear from
enforcing the Lender's rights and remedies granted by the Loan Documents or
otherwise until Wednesday, November 15, 1995, and the Lender has agreed to do
so subject to the terms and conditions set forth herein.
A G R E E M E N T S :
NOW, THEREFORE, IN CONSIDERATION of the mutual agreements herein
contained, the benefits to be received by the Lender, Borrowers and the
Guarantors hereunder and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, it is agreed as follows:
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1. Loan Status and Default. The Borrowers and Guarantors
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acknowledge that (a) the Borrowers are in default of certain of their
obligations under the Loan Documents, including, without limitation, certain
amounts of principal and interest when due under the notes evidencing all or
any portion of the Loans ("Existing Notes"), and (b) the existing defaults
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are material defaults and entitle Lender to exercise its rights and remedies
under the Loan Documents. The Borrowers and the Guarantors confirm that the
Borrowers are obligated to pay the Loans which have an unpaid balance as of
September 30, 1995 as follows:
Receivables Loan Land Loans
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Principal $ 4,296,922.29 $ 2,704,693.00
Accrued Interest $ 862,440.98 $ 479,726.14
Late Charges $ 4,000.00 $ 3,879.73
Lender Expenses $ 15,000.00 $
Total $ 5,178,363.27 $ 3,188,298.87
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The aforesaid amounts are due and owing by Borrowers to Lender and Borrowers
and Guarantors are not aware of defenses, setoff rights or counterclaims with
respect thereto and expressly waive any defense, setoff right or counterclaim
with respect to such amounts that they now have whether known or unknown.
The Borrowers and Guarantors acknowledge that absent this Agreement, the
Lender would be entitled to the present exercise of all of its remedies under
the Loan Documents. Lender agrees that the above amounts represents and
consolidates all indebtedness due under the existing notes, and all other
existing indebtedness, if any, of Borrowers to Lender as of September 30,
1995.
2. Loan Documents. The Borrowers acknowledge that all the terms
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of the Loan Documents and the obligations of the Borrowers under the Loan
Documents remain in full force and effect and may be enforced against the
Borrowers in accordance with the terms of the respective Loan Documents,
subject to the provisions of this Agreement.
3. Release of Lender. The Borrowers and the Guarantors
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acknowledge and agree that at all times prior to and during the course of the
Loans, Lender has acted in good faith and in a commercially reasonable
manner, and Lender has not acted unreasonably or made overreaching,
unreasonable or improper demands from Borrowers. The Borrowers and the
Guarantors, on behalf of themselves, and their respective successors and
assigns, and any and all other entities or persons claiming rights by or
through any Borrower or any Guarantor, hereby acquit, release, and forever
discharge Lender and Lender's affiliated corporations, directors, officers,
agents, employees, principals, servants, attorneys, shareholders, and their
successors and assigns, from any and all manner of actions and causes of
actions, suits, rights, damages, claims, pecuniary losses, debts, costs,
expenses, and attorneys' and other fees whatsoever in law or in equity, which
any Borrower or any Guarantor ever had, or may now have, by reason of any
matter, cause or thing whatsoever from the beginning of time to the date
hereof, whether known or unknown, foreseen or unforeseen, relating to, or
arising in any way out of, any event, activity, occurrence or transaction
involving, relating to or affecting the Loan Documents. This Release shall
not effect the obligations created under this Agreement.
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4. Forbearance. Provided that the Borrowers, Guarantor or
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Purchaser pay to Lender $84,000.00 in immediately available funds
("Forbearance Fee") on or before October 13, 1995, the Lender agrees to
forbear from taking any legal action to enforce any of its rights or remedies
under the Loan Documents and Borrowers and Guarantors shall be under no
obligation to make any payments to Lender under the Loan Documents from the
date of this Agreement to and including November 15, 1995 (the "Forbearance
Period"); provided, however, that Lender's willingness to forbear in the
exercise of its rights and remedies under the Loan Documents arising from the
defaults existing as of the date hereof shall not be deemed a waiver by
Lender of any of Borrowers' defaults under the Loan Documents. Lender shall
apply the Forbearance Fee to Forbearance Period Interest (defined below),
such payment shall be non-refundable.
5. Closing Deliveries. (a) Upon execution of this Agreement, the
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Lender, Borrower and Guarantors, as appropriate, shall execute and deliver to
each other the following ("Forbearance Documents") in substantially the forms
as attached hereto:
a. The Consolidated Renewal Promissory Note attached hereto as
Exhibit "A";
b. The Fourteenth Mortgage Modification Agreement attached
hereto a Exhibit "B";
c. UCC-1 Financing Statements in existing collateral for the
Loan;
d. Note and Loan Document Purchase Agreement attached hereto
as Exhibit "C";
e. Future Advance Note attached hereto as Exhibit "D";
f. Notice of Future Advance attached hereto as Exhibit "E";
g. Consent of Guarantors attached hereto as Exhibit "F".
h. General Release attached hereto as Exhibit "G";
i. Closing Statement detailing and itemizing the payment of
all fees and costs in connection herewith;
j. Borrower shall deliver evidence of employment of counsel to
contest 1994 taxes;
k. If and when obtained, Lender shall deliver a copy of an
endorsement to its mortgagee title insurance policy adding the
Fourteenth Mortgage Modification Agreement to the description of
the insured instrument.
(b) Immediately upon satisfaction of the foregoing conditions, Lender
shall (i) xxxx on all of the original Existing Notes in Lender's possession,
"Paid by Renewal" and shall attach the same
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to the Consolidated Renewal Promissory Note (as defined below) and (ii) deliver
to Borrower copies of the Existing Notes so marked "Paid by Renewal". In
addition, each Borrower and Guarantor shall deliver a current certificate of
good standing, certified articles of incorporation and by-laws and corporate
resolution authorizing this transaction.
6. Representations and Warranties. The Borrowers represent and
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warrant to the Lender as follows:
a. Loan Documents. The Loan Documents (subject to the terms of
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this Agreement) may be enforced in accordance with their terms
by the Lender against the Borrowers, Guarantors and the
Mortgaged Property; the Borrowers and Guarantors claim no
defense, right of offset or counterclaim against enforcement of
the Loan Documents and have no other claim against the Lender;
b. Authority. Each Borrower is a corporation duly organized,
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validly existing and in good standing under the laws of the
State of Florida; each Borrower and the individual(s) executing
this Agreement and any other documents in connection herewith
(collectively, "Forbearance Documents"), including, without
limitation, that certain Consolidated Renewal Promissory Note
("Consolidated Renewal Note") and that certain Additional
Advance Note ("Additional Advance Note"; the Additional Advance
Note, together with the Consolidated Renewal Note, the "Notes"),
both dated even date herewith, executed by Borrowers in favor of
Lender on behalf of each Borrower, have full power and authority
to execute, deliver and perform this Agreement and the
Forbearance Documents; this Agreement and the Forbearance
Documents are the legal and binding obligations of each Borrower
enforceable in accordance with their respective terms, except as
limited by bankruptcy, insolvency or other laws of general
application relating to the enforcement of creditors' rights;
c. Compliance. The execution, delivery and performance of this
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Agreement and the Forbearance Documents and the consummation of
the transactions thereby contemplated will not conflict with any
law, statute or regulation to which any Borrower or the
Mortgaged Property is subject or any judgment, license, order or
permit applicable to the Borrowers or any of the Mortgaged
Property or any indenture, mortgage, deed of trust or other
instrument to which any Borrower or any of the Mortgaged
Property is subject; no consent, approval, authorization or
order of any court, governmental authority or other person
is required in connection with the execution, delivery or
performance by any Borrower of this Agreement or the Forbearance
Documents;
d. Ownership. Sugarmill Xxxxx, Inc. own the Mortgaged Property
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and to the best knowledge and belief of the Chairman, Xxxxxx X.
Love and the President, Xxxxxxxx X. Xxxxxxxx, the Mortgaged
Property is free and clear of
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all liens, security interests or other encumbrances, except the
liens and encumbrances permitted by the Loan Documents and ad
valorem taxes;
e. Litigation. To the best knowledge and belief of the Chairman,
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Xxxxxx X. Love and the President, Xxxxxxxx X. Xxxxxxxx, no
litigation, investigation or governmental proceeding is pending
or, to the knowledge of any Borrower, threatened against or
affecting any Borrower or the Mortgaged Property which might
result in a material adverse change in the business, properties
or operations of any Borrower or the value of the Mortgaged
Property except as follows: (i) lawsuit filed by Vinovur
Corporation.
f. Environmental Matters. Borrowers have not obtained any
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professional environmental investigation or report as to the
Mortgaged Property. None of the Borrowers have any actual
knowledge of any release or threatened release of any hazardous
substance, pollutant or contaminant on the Mortgaged Property;
none of the Borrowers have any actual knowledge of the existence
of any hazardous or toxic substance located on the Mortgaged
Property; to the Borrower's best knowledge, Borrower has not
generated, stored, handled, used or disposed of any hazardous or
toxic substances on the Mortgaged Property; to the Borrower's
best knowledge, none of the Borrowers have received any oral or
written notice of any environmental, nuisance or injury claims
against any Borrower from any governmental or private entity
relating in any way to the use of the Mortgaged Property; to the
knowledge of each Borrower, the Borrowers have complied with all
the environmental laws and regulations applicable to the
Mortgaged Property;
g. Reliance. The Borrowers: (a) are represented by independent
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legal counsel of the Borrowers' choice in the transactions
contemplated by this Agreement; (b) are fully aware and clearly
understand all of the terms contained in this Agreement and the
Forbearance Documents; (c) have voluntarily, with full knowledge
and without coercion or duress of any kind, entered into this
Agreement and the Forbearance Documents; (d) are not relying on
any representation, either written or oral, express or implied,
made by the Lender other than as set forth in this Agreement;
(e) on the Borrowers' own initiative have made proposals to the
Lender, the terms of which are reflected by this Agreement; and
(f) have received actual and adequate consideration to enter
into this Agreement and the Forbearance Documents.
7. Borrower's Agreements. Until payment in full of the Loans and
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full performance of all other obligations of the Borrowers to the Lender
under this Agreement, the Forbearance Documents and the Loan Documents,
unless otherwise waived by Lender in writing, the Borrowers covenant and
agree as follows:
a. Information. When requested by the Lender and at Lender's
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expense, the Borrowers will give the Lender and third parties
designated by the Lender
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access to and permit the Lender and such third parties to
inspect the Mortgaged Property and to examine, copy and make
excerpts from all books, records and documents relating to the
financial condition and business affairs of the Borrowers and
the Mortgaged Property.
b. 1994 Ad Valorem Real Property Taxes. Each Borrower agrees to
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use its best efforts to diligently pursue their contest with the
appropriate taxing authorities regarding the amount of the
unpaid 1994 ad valorem real property taxes relating to the
Mortgaged Property.
8. Events of Default. The occurrence of any one or more of the
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following events (the "Events of Default") will entitle the Lender to
exercise the remedies set forth at paragraph 8 of this Agreement unless the
Lender otherwise consents in writing.
a. Nonpayment. The nonpayment when due of any amount payable
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to the Lender under the terms of the Loan Documents (subject to
the provisions of this Agreement);
b. Breach of Agreement. The failure by any Borrower to perform
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or observe any representation, warranty or agreement contained
in this Agreement;
c. Insolvency. The institution of bankruptcy, reorganization,
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liquidation, conservatorship or receivership proceedings by or
against any Borrower;
d. Repudiation. The repudiation by any Borrower of any of the
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Borrowers' obligations under the Loan Documents, this Agreement
or the Forbearance Documents or the assertion of any claim of
liability against the Lender by any Borrower;
e. Transfer. The transfer by any Borrower of property of such
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Borrower for less than the property's fair value; or
f. Preexisting Debt. The payment by any Borrower on account of
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any preexisting debt to creditors, except that each Borrower may
make payments in the ordinary course of business for current
taxes or accounts payable as the same come due.
9. Remedies. If an Event of Default occurs, the Lender, at the
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Lender's option, may: (a) terminate the forbearance accorded to the
Borrowers by this Agreement, whereupon Lender shall immediately be entitled
to enforce all of its rights and remedies under the Loan Documents, without
notice, presentment, demand, protest, notice of intention to terminate
forbearance or other notice of any kind, all of which each Borrower hereby
expressly waives, anything contained herein to the contrary notwithstanding;
(b) pursue any claim under the Loan Documents to judgment against the
Borrowers or any other person liable therefor. Provided however, that the
foregoing shall not relieve Lender of its obligations to perform under
paragraph 10 of this Agreement, and under the Note and
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Loan Document Purchase Agreement provided that the conditions stated in
paragraph 10 of this Agreement have been timely satisfied, and there has been
no Event of Default under the Note and Loan Document Purchase Agreement.
10. Discount Payoff and Assignment; Modification and Acceleration;
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Deferral of Payments.
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a. Lender hereby agrees that, provided that the Discounted Payoff
Conditions (as defined below) shall have been fully satisfied,
Lender shall assign the Loan Documents and deliver the original
Consolidated Renewal Note and the Future Advance Note endorsed
to PGIP L.L.C., a Missouri limited liability company
("Purchaser"), without recourse, representation or warranty,
except as set forth in paragraph 9, "Representations and
Warranties of Seller", of that certain Note and Loan Document
Purchase Agreement dated even date herewith, executed between
Lender and Purchaser ("Purchase Agreement"). For purposes of
this Agreement, the "Discounted Payoff Conditions" shall mean
(i) that no Event of Default has occurred under the Purchase
Agreement; and (ii) that Lender 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 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 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
of this Agreement, "Initial Loan Purchase Payment" shall mean a
non-refundable payment in immediately available funds in the
amount of $241,617.65. Upon receipt of the Initial Loan
Purchase Payment, and full execution of this Agreement and the
Purchase Agreement, Lender shall pay an amount equal to the
Initial Loan Purchase Payment to the Tax Collectors of Hernando
and Citrus Counties, Florida, to be applied to ad valorem taxes
assessed against the Property;
b. Lender further agrees that upon receipt and acceptance of the
Discounted Payoff Amount, in immediately available funds, at the
request of Purchaser, and subject to the Acceleration Conditions
(as defined below), Lender shall immediately prior to assignment
of the Loan Documents 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 letter, "Acceleration Conditions" shall mean:
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i) Lender shall not be required to declare an acceleration
if, in the reasonable judgement of Lender, such an action
would be illegal, improper, unethical or subject Lender
to any risks, losses, claims, damages or liabilities;
ii) Borrowers, Guarantors, and Purchaser shall execute and
deliver to Lender a general release of any and all claims
and liabilities arising out of Lender's acceleration of
the indebtedness under the Loan Documents, which general
release shall be in substantially the form of Exhibit G
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attached hereto.
iii) Borrowers, Guarantors and Purchaser shall indemnify and
hold Lender harmless from and against any and all claims
and liabilities arising out of Lender's acceleration of
the indebtedness under the Loan Documents.
c. Notwithstanding anything in the Loan Documents to the contrary,
(i) Borrowers shall not be required to make any regularly
scheduled payments under the Loan Documents during the
Forbearance Period, and (ii) if the Discounted Payoff Conditions
shall not have been satisfied on or before November 15, 1995,
all past due amounts of the Loans together with all accrued and
unpaid interest thereon, shall be immediately due and payable
and thereafter all payment obligations shall be strictly in
accordance with the terms of the Loan Documents.
11. Miscellaneous. Each Borrower and the Lender further agree as
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follows:
a. Participating Lenders. Each Borrower agrees that although
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this Agreement and the Loan Documents name the Lender as the
holder thereof, the Lender is authorized to sell the Loan in
whole or in part to others. Each holder of a participation
interest in the Loan will be entitled to rely on the terms of
this Agreement, the Forbearance Documents and the Loan Documents
as if such holder had been named as an original party to this
Agreement, the Forbearance Documents and the Loan Documents.
b. Time. Time is the essence of each provision of this Agreement.
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c. Notices. Any notice, demand or communication required or
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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:
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To any Borrower: c/o PGI Incorporated
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 X. Xxxxx, III
Assistant Vice President
First Union National Bank of Florida
Special Assets Department (FL 2202)
000 Xxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Telefacsimile: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxx, Esquire
Carlton, Fields, Xxxx, Xxxxxxxx, Xxxxx &
Xxxxxx, P.A.
000 X. Xxxxxxx Xxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000
Telefacsimile: (000) 000-0000
d. Binding Effect. This Agreement will inure to the benefit of
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and bind the respective successors and permitted assigns of the
parties.
e. Attorneys' Fees. If either party institutes an action against
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the other party relating to the provisions of this Agreement or
any default hereunder, the unsuccessful party to such action
will reimburse the successful party for the reasonable
attorneys' fees, disbursements and other litigation expenses
incurred by the successful party.
f. Severability. If any provision of this Agreement is
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determined by a court having jurisdiction to be illegal,
invalid or unenforceable under any present or future law, the
remainder of this Agreement will not be affected thereby. It is
the intention of the parties that if any provision is so held to
be illegal, invalid or unenforceable, there will be added in
lieu thereof a provision as similar in terms to such provision
as
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is possible that is legal, valid and enforceable.
g. Headings. The headings used in this Agreement are for ease
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in reference only and are not intended to affect the
interpretation of this Agreement in any way.
h. Amendment. Neither this Agreement nor any of the provisions
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hereof can be changed, waived, discharged or terminated, except
by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is
sought.
i. Supersession. This Agreement supersedes, in all respects, all
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prior written or oral agreements between the Borrowers and the
Lender relating to forbearance by Lender.
j. Loan Documents Continue. Except as expressly provided in this
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Agreement, all terms, covenants, conditions and provisions of the
Loan Documents shall be and remain in full force and effect as
written unmodified hereby.
k. No Joint Venture. Nothing contained in this Agreement will be
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construed to constitute the Lender as a joint venturer with any
Borrower or to constitute a partnership.
l. Construction. The parties acknowledge that each party and each
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party's counsel have reviewed and revised this Agreement and that
the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will
not be employed in the interpretation of this Agreement or any
amendments or schedules hereto.
m. Waiver. No waiver of any action or default by any party will be
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implied from the failure or delay by any other party to take any
action in respect of such action or default. No express waiver
of any condition precedent or default will affect any other
default or extend any period of time for performance other than
as specified in such express waiver. One or more waivers of any
default in the performance of any provision of this Agreement
will not be deemed a waiver of any subsequent default in the
performance of the same provision or any other provision. The
consent to or approval of any act or request by any party will
not be deemed to waive or render unnecessary the consent to or
approval of any subsequent similar act or request. The partial
exercise of any right or remedy under this Agreement will not
preclude any other or further exercise thereof or the exercise of
any other right or remedy. No course of dealing between the
parties will be deemed to amend the terms of the Agreement or to
preclude any party from exercising the rights and remedies herein
contained notwithstanding such course of dealing. The rights and
remedies provided in this Agreement are cumulative and no right
or
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remedy will be exclusive of any other, or of any other right or
remedy at law or in equity which any party might otherwise have
by virtue of a default under this Agreement and the exercise of
any right or remedy by any party will not impair such party's
standing to exercise any other right or remedy.
n. Extension of Forbearance Period. It is understood that the
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Lender is under no obligation to extend the term of the
Forbearance Period and that any such extension will be made in
the Lender's absolute discretion.
o. No Novation. It is the intent and agreement of the parties
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that this Agreement shall not constitute a novation and shall in
no way adversely affect the lien priority of the mortgages and
other security documents securing the Loans.
p. Joint and Several. The obligations and liabilities of each of
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the Borrowers hereunder shall be joint and several. Whenever the
word "Borrowers" is used herein, it shall mean each and every
Borrower, and their respective successors and assigns.
q. Joinder of Guarantors. Guarantors, by their joinder herein,
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consent to the parties entering into this Agreement. Guarantors
further warrant and represent that the Guarantees previously
executed and delivered by them are still in full force and
effect, and nothing in this Agreement shall be construed to
impair, or have the effect of impairing, Lender's rights
thereunder or otherwise discharging or releasing Guarantors from
their obligations and duties under said Guaranties. Guarantors
further represent and warrant that each Guarantor is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Florida; each Borrower and the
individual(s) executing this Agreement and any other documents in
connection herewith (collectively, "Forbearance Documents"),
including, without limitation, that certain Consolidated Renewal
Promissory Note ("Consolidated Renewal Note"), dated even date
herewith, executed by Borrower in favor of Lender on behalf of
each Borrower, have full power and authority to execute, deliver
and perform this Agreement and the Forbearance Documents; this
Agreement and the Forbearance Documents are the legal and binding
obligations of each Borrower enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency or
other laws of general application relating to the enforcement of
creditors' rights;
r. Further Assurances. The parties hereto agree that upon the
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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
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performance by either party under this paragraph shall not create
any new liability or obligation on the performing party
whatsoever.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date first above written.
FIRST UNION NATIONAL BANK OF FLORIDA,
a national banking association
By:/s/
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Name:Xxxxxx X. Xxxxx---------------------
Title:Assistant Vice President
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PGI INCORPORATED, a Florida corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr.------------------
Title:Chairman
-----------------------------------
SUGARMILL XXXXX, INC., a Florida corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
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BURNT STORE MARINA, INC., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
GULF COAST CREDIT CORPORATION, a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
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Title:Chairman---------------------------
The undersigned Guarantors, by execution of this Agreement, hereby join in
and consent to the execution of this Agreement by the Borrowers.
SOUTHERN XXXXX, INCORPORATED, formerly known
as TWIN COUNTY UTILITY CO., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
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PUNTA GORDA ISLES SALES, INC., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
DEEP CREEK UTILITIES, INC., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
BURNT STORE UTILITIES, INC., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Love Jr
------------------------------------
Title:Chairman---------------------------
SUGARMILL XXXXX SALES, INC., a Florida
corporation
By:/s/
-----------------------------------------
Name:Xxxxxx X. Xxxxxxxx
------------------------------------
Title:Vice President
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