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898-Amended&Restated SAA Loan AMENDED AND RESTATED LOAN AGREEMENT THIS AMENDED AND RESTATED LOAN AGREEMENT, entered into this ~ day of April, 2002, by and between the SANFORD AIRPORT AUTHORITY ("Borrower") and the CITY OF SANFORD, FLORIDA ("Lender"), .... WITNESSE'TH: ............... WHEREAS, the parties previously entered into a Loan Agreement and Promissory Note dated October 2, 2001, and the parties desire co amend and restate the same to reflect an increased loan amount of One Hundred Twenty Two Thousand Dollars ($122,000.00), for a total obligation of Five Hundred Ten Thousand Seventy-Five Dollars ( $ 510,075.00); and WHEREAS, the Borrower has previously entered into joint participation agreements with the Florida Department of Transportation ("FDOT") to provide seventy-five percent (75%) of the funds necessary for land acquisition to expand Runway 9L-27R at the Orlando Sanford Airport; and WHEREAS, due to the eminent extension of East Lake Mary Boulevard/Silver Lake Drive by Seminole County, Florida, Borrower expects land values in the area to escalate in the near future, making land acquisition by Borrower significantly more expensive; and WHEREAS, the Borrower does not presently have the funds available to take advantage of the FDOT joint participation agreements; and WHEREAS, the Lender has agreed to lend the Borrower the sum of up to Five Hundred Ten Thousand Seventy-Five Dollars ($510,075.00) to assist Borrower with its local share of the FDOT joint participation agreements for land acquisition, upon the terms and conditions contained in the Promissory Note dated October 2, 2001, and as modified by the Amended and Restated Promissory Note of even date herewith and as set forth below, NOW, THEREFORE in consideration of the sum of Ten Dollars ($10.00), the mutual promises and covenants contained herein, as well as other good and valuable consideration not specifically mentioned, the parties agree as follows: 1. RATES AND TERMS: a. The $510,075.00 loan will not be amortized but will be payable in fifty-nine ~59) consecutive monthly interest payments on the unpaid principal balance beginning February 1, 2002. The Borrower has already drawn down funds on the original $388,075.00 loan, therefore, the funding date for purposes of this document shall be January 11, 2002 (the "Funding Date"). The entire principal balance and all accrued interest shall be due and payable in full sixty (60) months after the Funding Date. b. The interest rate charged will be variable and will be equivalent to the Florida State Board of Administration rate received by Lender on its accounts or interest charges on Lenders' line of credit. The intervals for interest rate adjustment will be adjusted as the rate is adiusted on Lender's other funds. The Amended and Restated Promissory Note includes provision for adjustment of interest installments concurrent with interest rate changes. c. The loan will be documented by an Amended and Restated Promissory Note from the Borrower to the Lender on terms set forth above. 2. USE OF FUNDS: a. Loan funds will be utilized to pay for the Borrower's local share of FDOT joint participation agreements provided for the purpose of land acquisition to expand Runway c2L-27R. b. No loan funds may be used for the payment of any costs unrelated to land acquisition except by written agreement of the parties. 3. SECURITY: a. A general pledge on the revenues of the operation of the Orlando Sanford Airport, which pledge shall be subordinate to all past pledges. 4. HISCELLANEOUS: a. The Lender and Borrower will insure that all local, State, or Federal laws and re~nents' ~ 'm~t i~c~Ction With ~'fi~ L~n Agreement. b. The Lender and Borrower will insure that loan funds are disbursed for planned loan purposes only. c. The Borrower has approved of the loan through its board of directors. d. The Borrower shall be responsible for payment of any required state documentary stamp taxes on the Promissory Note, as Amended. S. ADVERSE CHANGE: Prior to any disbursement under the loan, Borrower shall advise Lender if there has been an unremedied adverse change since the date of the Loan Agreement in the financial or any other condition of the Borrower which may warrant withholding or not making such disbursement. SANFORD AIRP AUTHORITY_. By.~-~-~ William R. Chairma, S E A Attested by: / ~deDnaL~CEO Mayor AMENDED AND RESTATED PROMISSORY NOTE $510,075.00 Sanford~ Florida April .c~ 2002 FOR VALUE RECEIVED, the undersigned promises to pay to the order of THE CITY OF SANFORD, FLORIDA at P.O. Box 1778, Sanford, Florida 32772 or at such place as the holder of this note may designate ir~-wri~ing, ~he principal sum of FIVE HUNDRED TEN THOUSAND SEVENTY-FIVE DOLLARS ($510,075.00) together with interest thereon from date of funding at the rate set forth in the Amended and Restated Loan Agreement of even date herewith on the unpaid balance until paid. This note is payable in fifty-nine (59) consecutive monthly interest only payments on the unpaid principal balance commencing February 1, 2002. The interest rate is subject to change based upon a change in the rate received by the City of Sanford, Florida from the Florida State Board of Administration on its reserve accounts. This note is due and payable in full sixty (60) months after the Funding Date (as defined in the Amended and Restated Loan Agreement), including the entire unpaid principal balance plus accrued interest. If default be made in the payment of any installment under this note, and if such default is not made good within thirty (30) days then the entire principal sum and accrued interest shall at once become due and payable without notice at the option of the holder of this note. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at a later time for the same default or for any subsequent default. [n the event of defaults in the payment of this note, and if the same is placed in the hands of an attorney at law for collection, the undersigned hereby agrees to pay all costs of collection including a reasonable attorney's fee. Presentment, protest and notice are hereby waived. THIS AMENDED AND RESTATED NOTE REPLACES THAT CERTAIN PROMISSORY NOTE DATED OCTOBER 2, 2001. SANFORD AIRPORT AUTHORITY By: ' ' William Miller, its ~ha* Attested by: ~~~nt