-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JZekv6Oj3+5/D+21vJrsqPlsIf9SlkZieKT2s5YbiIk7XKQD3VOMqmIL8lOgAwlM mrJ+Btxh6pYWweXI9vpOgg== 0000950114-95-000191.txt : 19951102 0000950114-95-000191.hdr.sgml : 19951102 ACCESSION NUMBER: 0000950114-95-000191 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951012 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951101 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PGI INC CENTRAL INDEX KEY: 0000081157 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590867335 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06471 FILM NUMBER: 95586510 BUSINESS ADDRESS: STREET 1: 515 OLIVE STREET STREET 2: SUITE 1400 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 8136373881 MAIL ADDRESS: STREET 1: 515 OLIVE ST STREET 2: SUITE 1400 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: PUNTA GORDA ISLES INC DATE OF NAME CHANGE: 19900403 8-K 1 PGI INCORPORATED FORM 8-K 1 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 12, 1995 PGI Incorporated - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 1-6471 59-0867335 - ---------------------------- ----------------- ---------------------------- (State or other jurisdiction (Commission File (IRS Employer Identification of incorporation) Number) No.) 515 Olive Street, Suite 1400, St. Louis, Missouri 63101 - ------------------------------------------------- ------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 982-0780 ---------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On October 12, 1995, PGI Incorporated, a Florida corporation ("PGI"), the other "Borrowers" and the "Guarantors" (as those terms are defined below) entered into a Forbearance Agreement (the "Forbearance Agreement") with PGI's primary lender, First Union National Bank of Florida, a national banking association (the "Lender"), pursuant to which Lender has agreed to forbear through November 15, 1995, subject to the terms and conditions of the Forbearance Agreement, from exercising any of its rights and remedies under its primary credit agreements with Borrowers (the "Loans"), which Loans are currently in default. The "Borrowers" consist of PGI and its subsidiaries, Sugarmill Woods, Inc., Burnt Store Marina, Inc. and Gulf Coast Credit Corporation. The "Guarantors" consist of the following PGI subsidiaries: Southern Woods, Incorporated, Punta Gorda Isles Sales, Inc., Deep Creek Utilities, Inc., Burnt Store Utilities, Inc. and Sugarmill Woods Sales, Inc. On October 12, 1995, PGI also executed a Note and Loan Document Purchase Agreement (the "Note Purchase Agreement") by and between Lender, PGIP L.L.C., a Missouri limited liability company (the "Purchaser") and the Borrowers. The Forbearance Agreement and the Note Purchase Agreement provide that Lender will accept the Discounted Payoff Amount (as defined in the Forbearance Agreement and Note Purchase Agreement) in immediately available funds on or before 2:00 p.m. on November 15, 1995 as the purchase price of the documents evidencing and securing the Loans (the "Loan Documents") in exchange for the assignment to Purchaser of the Loan Documents without recourse, representation or warranty (except for a warranty that Lender is the owner of said documents and has not previously sold or assigned them). As a condition to Lender's execution of the Forbearance Agreement, Purchaser paid Lender a nonrefundable forbearance fee of $84,000, which is to be applied to the purchase price of the Loan Documents. In addition, upon execution of the Note Purchase Agreement, PGIP paid Lender a nonrefundable initial loan purchase installment of $241,617.65 (the "Initial Loan Purchase Payment"), which reduces the Discounted Payoff Amount. If Buyer fails to purchase the Loan Documents, the Lender is entitled to retain the Initial Loan Purchase Payment as liquidated damages. Purchaser has informed PGI that Purchaser's policy, though neither an undertaking nor an obligation, will be not to proceed with collection of the principal and interest evidenced and secured by the Loan Documents, so long as the Borrowers pursue satisfactory efforts to market and sell the real property that serves as the primary collateral for the Loans. PGIP is managed by Love Savings Holding Company ("LSHC"), Andrew S. Love, Jr. and Laurence A. Schiffer. Messrs. Love and Schiffer are directors and executive officers of LSHC and own slightly more than half of all the issued and outstanding voting stock of LSHC. Messrs. Love and Schiffer serve as executive officers and directors of PGI and the other Borrowers and the Guarantors. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS C. Exhibits 4 Instruments Defining the Rights of Security Holders, Including Indentures (i) Forbearance Agreement dated as of October 12, 1995 by First Union National Bank of Florida, PGI Incorporated, Sugarmill Woods, Inc., Burnt Store Marina, Inc., Gulf Coast Credit Corporation, Southern Woods, Incorporated, Punta Gorda Isles Sales, Inc., Deep Creek Utilities, Inc., Burnt Store Utilities, Inc. and Sugarmill Woods Sales, Inc. (ii) Note and Loan Document Purchase Agreement dated as of October 12, 1995 by First Union National Bank of Florida, PGIP, L.L.C., PGI Incorporated, Sugarmill Woods, Inc., Burnt Store Marina, Inc., and Gulf Coast Credit Corporation. -3- 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PGI INCORPORATED By: /s/ Andrew S. Love, Jr. --------------------------------------- Andrew S. Love, Jr. Chairman Date: October 31, 1995 -4- 5 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-B:
Exhibit No. Description - ----------- ----------- 1 Omitted -- Inapplicable. 2 Omitted -- Inapplicable. 4(i) Forbearance Agreement dated as of October 12, 1995 by First Union National Bank of Florida, PGI Incorporated, Sugarmill Woods, Inc., Burnt Store Marina, Inc., Gulf Coast Credit Corporation, Southern Woods, Incorporated, Punta Gorda Isles Sales, Inc., Deep Creek Utilities, Inc., Burnt Store Utilities, Inc. and Sugarmill Woods Sales, Inc.. 4(ii) Note and Loan Document Purchase Agreement dated as of October 12, 1995 by First Union National Bank of Florida, PGIP, L.L.C., PGI Incorporated, Sugarmill Woods, Inc., Burnt Store Marina, Inc., and Gulf Coast Credit Corporation. 16 Omitted -- Inapplicable. 17 Omitted -- Inapplicable. 20 Omitted -- Inapplicable. 23 Omitted -- Inapplicable 24 Omitted -- Inapplicable. 27 Omitted -- Not required. 99 Omitted -- Inapplicable.
-5- EX-4.(I) 2 FORBEARANCE AGREEMENT 1 FORBEARANCE AGREEMENT --------------------- THIS AGREEMENT (this "Agreement") is executed as of the 12th day of --------- 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 WOODS, INC., BURNT STORE MARINA, ------ INC. and GULF COAST CREDIT CORPORATION, all Florida corporations (individually and collectively, the "Borrowers"), SOUTHERN WOODS, --------- INCORPORATED, formerly known as TWIN COUNTY UTILITY CO., PUNTA GORDA ISLES SALES, INC., DEEP CREEK UTILITIES, INC., BURNT STORE UTILITIES, INC., and SUGARMILL WOODS SALES, INC. (individually and collectively, the "Guarantors"). ---------- R E C I T A L S --------------- 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 ----------------------- 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") -------------- 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: 2 1. Loan Status and Default. The Borrowers and Guarantors ----------------------- 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 -------------- 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 ---------------- ---------- 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 ================ ================
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 -------------- 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 ----------------- 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. -2- 3 4. Forbearance. Provided that the Borrowers, Guarantor or ----------- 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 ------------------ 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) mark on all of the original Existing Notes in Lender's possession, "Paid by Renewal" and shall attach the same -3- 4 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 ------------------------------ warrant to the Lender as follows: a. Loan Documents. The Loan Documents (subject to the terms of -------------- 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, --------- 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 ---------- 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 Woods, Inc. own the Mortgaged Property --------- and to the best knowledge and belief of the Chairman, Andrew S. Love and the President, Laurence A. Schiffer, the Mortgaged Property is free and clear of -4- 5 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, ---------- Andrew S. Love and the President, Laurence A. Schiffer, 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 --------------------- 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 -------- 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 --------------------- 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 ----------- expense, the Borrowers will give the Lender and third parties designated by the Lender -5- 6 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 ----------------------------------- 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 ----------------- 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 ---------- 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 ------------------- or observe any representation, warranty or agreement contained in this Agreement; c. Insolvency. The institution of bankruptcy, reorganization, ---------- liquidation, conservatorship or receivership proceedings by or against any Borrower; d. Repudiation. The repudiation by any Borrower of any of the ----------- 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 --------- Borrower for less than the property's fair value; or f. Preexisting Debt. The payment by any Borrower on account of ---------------- 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 -------- 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 -6- 7 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; ------------------------------------------------------------- Deferral of Payments. -------------------- 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: -7- 8 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 --------- 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 ------------- follows: a. Participating Lenders. Each Borrower agrees that although --------------------- 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. ---- c. Notices. Any notice, demand or communication 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: -8- 9 To any Borrower: c/o PGI Incorporated 515 Olive Street, Suite 1400 St. Louis, Missouri 63101 Attention: Laurence A. Schiffer Telefacsimile: (314) 621-7360 with a copy to: Craig Adoor, Esq. Peper Martin 720 Olive Street, 24th Floor St. Louis, Missouri 63101 Telefacsimile: (314) 621-4834 To the Lender: Nelson T. Ritch, III Assistant Vice President First Union National Bank of Florida Special Assets Department (FL 2202) 800 North Magnolia, 7th Floor Orlando, Florida 32802 Telefacsimile: (407) 649-5628 with a copy to: Robert M. Quinn, Esquire Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. 777 S. Harbour Island Boulevard Tampa, Florida 33602 Telefacsimile: (813) 229-4133 d. Binding Effect. This Agreement will inure to the benefit of -------------- and bind the respective successors and permitted assigns of the parties. e. Attorneys' Fees. If either party institutes an action against --------------- 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 ------------ 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 -9- 10 is possible that is legal, valid and enforceable. g. Headings. The headings used in this Agreement are for ease -------- 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 --------- 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 ------------ 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 ----------------------- 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 ---------------- 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 ------------ 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 ------ 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 -10- 11 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 ------------------------------- 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 ----------- 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 ----------------- 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, --------------------- 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 ------------------ 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 -11- 12 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/ ----------------------------------------- Name:Nelson T. Ritch--------------------- Title:Assistant Vice President ----------------------------------- PGI INCORPORATED, a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr.------------------ Title:Chairman ----------------------------------- SUGARMILL WOODS, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- -12- 13 BURNT STORE MARINA, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- GULF COAST CREDIT CORPORATION, a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ 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 WOODS, INCORPORATED, formerly known as TWIN COUNTY UTILITY CO., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- -13- 14 PUNTA GORDA ISLES SALES, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- DEEP CREEK UTILITIES, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- BURNT STORE UTILITIES, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Andrew S. Love Jr ------------------------------------ Title:Chairman--------------------------- SUGARMILL WOODS SALES, INC., a Florida corporation By:/s/ ----------------------------------------- Name:Rodney M. Schiffer ------------------------------------ Title:Vice President ----------------------------------- -14- EX-4.(II) 3 NOTE AND LOAN DOCUMENT PURCHASE AGREEMENT 1 NOTE AND LOAN DOCUMENT PURCHASE AGREEMENT ----------------------------------------- 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 WOODS, INC., BURNT STORE MARINA, INC. and GULF COAST CREDIT CORPORATION, all Florida corporations (collectively, the "Borrowers"). RECITALS -------- A. The Seller is the owner and holder of certain loans made to PGI INCORPORATED, SUGARMILL WOODS, 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 ----------------------- 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 WOODS INCORPORATED, formerly known as TWIN COUNTY UTILITY CO.; PUNTA GORDA ISLES SALES, INC.; DEEP CREEK UTILITIES, INC.; BURNT STORE UTILITIES, INC. and SUGARMILL WOODS 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 ---------- together with the Notes, "Loan 2 Documents") and hereby made a part hereof, all in accordance the terms and conditions set forth herein. AGREEMENT --------- 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 ---------- 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 ---- 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 ---- 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, ----------------------------- Buyer shall deliver the amount of $241,617.65 as a non-refundable initial -------------- 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 --------------------------------------- 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 -2- 3 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 ------- 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 ------------------------- 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 ----------------- 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. -3- 4 7. Assignment. The assignment of the Notes and the Loan Documents ---------- shall be in the form annexed hereto as Exhibit A ("Assignment"). Seller --------- 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. --------------------------------------- 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 -4- 5 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. -5- 6 9. Representations and Warranties of Seller. ---------------------------------------- (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 ---------------------------- 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 ---------------------- 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 -6- 7 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 ------------------------------ 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 ----------------------------------- 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 ---------------------------- 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 --------------- shall pay its own attorneys' fees incurred in connection with this Agreement. 16. Independent Counsel and Due Diligence. Each of the parties ------------------------------------- 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 --------- 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 ------------------- 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 -7- 8 515 Olive Street, Suite 1400 St. Louis, Missouri 63101 Attention: Laurence A. Schiffer Telefacsimile: (314) 621-7360 With a copy to: Craig Adoor, Esq. Peper Martin 720 Olive Street, 24th Floor St. Louis, Missouri 63101 Telefacsimile: (314) 621-4834 To the Lender: Nelson Ritch Vice President First Union National Bank of Florida Special Assets Department (FL 2202) 800 North Magnolia Orlando, Florida 32802 Telefacsimile: (407) 649-5628 With a copy to: Robert M. Quinn, Esq. Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. 777 South Harbour Island Boulevard One Harbour Place Tampa, Florida 33602 Telefacsimile: (813) 229-4133 19. Merger. This Agreement represents the entirety of all ------ 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. ---- 21. Choice of Law. Florida law shall govern the interpretation and ------------- enforcement of this Agreement. -8- 9 22. Jurisdiction and Venue. The parties consent to jurisdiction ---------------------- 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 ------------ 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 --------- 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 ---------- 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 -------------------- 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 ------------------ 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:Andrew S. Love Jr.------------- Name:-Nelson T. Ritch--------------- Title: Manager---------------- Title:-Assistant Vice President----- BORROWERS: PGI INCORPORATED, a Florida corporation -9- 10 BY:-/s/----------------------------- Name:Andrew S. Love Jr.---------------- Title: Chairman----------------------- SUGARMILL WOODS, INC., a Florida corporation BY:/s/--------------------------- Name:Andrew S. Love Jr.------------- Title: Chairman--------------------- BURNT STORE MARINA, INC., a Florida corporation BY:/s/------------------------ Name:Andrew S. Love Jr. ---------- Title: Chairman------------------ GULF COAST CREDIT CORPORATION, a Florida corporations BY:/s/------------------------ Name:Andrew S. Love Jr.---------- Title: Chairman------------------ -10- 11 Prepared by and Return to: Michael J. Virgadamo, Esquire Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A. Post Office Box 3239 Tampa, Florida 33602 EXHIBIT A --------- ASSIGNMENT OF NOTES, MORTGAGES AND LOAN DOCUMENTS ------------------------------------------------- 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 Woods, 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:Nelson T. Ritch------------------ 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) 12 EXHIBIT A TO ASSIGNMENT - SCHEDULE OF LOAN DOCUMENTS ---------------------------------------------------- 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 Lee 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 13 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. -13- -----END PRIVACY-ENHANCED MESSAGE-----