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Mortgage and Security Agreement

 

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Title:

Mortgage and Security Agreement

Entities:

Trailer Bridge, Inc.

Date:

2005

Size:

Preview shows 13KB of 71KB total

Price:

$46

ID:

#909136

 

 

► Real Estate ► Mortgages ► Mortgage & Security Agreements
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Prepared by and Return to:

Richard W. Hawthorne, Esq.

Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

051722/0114

 

CLERKS NOTE: RECOVERY UNDER THIS MORTGAGE IS LIMITED TO $10,000,000.00. ACCORDINGLY, PURSUANT TO F.A.C. RULE 12B-4.053(32) AND CHAPTER 199.133(2) (FLORIDA STATUTES), DOCUMENTARY STAMP TAX AND INTANGIBLE TAX ARE BEING PAID ON THAT AMOUNT.

 

MORTGAGE AND SECURITY AGREEMENT

 

MORTGAGE AND SECURITY AGREEMENT dated December 1, 2004 (together with any amendments or modifications hereto in effect from time to time, the Mortgage), between TRAILER BRIDGE, INC., a Delaware corporation, successor by merger to Kadampanattu Corp., a Delaware corporation (Mortgagor), having an office at c/o 10405 New Berlin Road, East, Jacksonville, Florida 32226, Attn: William G. Gotimer, Jr., and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Trustee under that certain Indenture dated of even date herewith (Mortgagee), having an office at Sixth Street and Marquette Avenue, MACN 9303-120, Minneapolis, Minnesota 55489, Attn: Secunda Administrator.

 

WITNESSETH:

 

WHEREAS, Mortgagor is indebted to Mortgagee in the principal sum of Eighty Five Million and 00/100 US Dollars (US $85,000,000.00) or so much thereof as may be outstanding from time to time (the Loan), together with interest thereon, as evidenced by those 9 1/4% Senior Secured Notes due 2011 of even date herewith executed by Mortgagor in favor of Mortgagee (the Notes); and

 

WHEREAS, Mortgagor is the owner of fee simple title to or an easement interest in those certain tracts of land located in the County of Duval, State of Florida, as more particularly described in Schedule A attached hereto and made a part hereof (the Real Estate); and

 

WHEREAS, to induce Mortgagee to make the Loan and to secure payment of the Notes and the other obligations described below, Mortgagor has agreed to execute and deliver this Mortgage.

 

GRANTING CLAUSES

 

NOW, THEREFORE, to secure (i) the repayment of all sums due under this Mortgage, the Notes (and all extensions, renewals, replacements and amendments thereof) and the other documents evidencing, securing or executed in connection with the Notes, including, without limitation, that certain Indenture executed in connection with the Notes, together with any amendments, renewals, modifications or extensions thereof (collectively, the Loan Documents); (ii) the performance of all terms, conditions and covenants set forth in the Loan Documents; and (iii) all other obligations or indebtedness of Mortgagor to Mortgagee of whatever kind or character and whenever borrowed or incurred in connection with the Notes and the Loan, including without limitation, principal, interest, fees, late charges and expenses, including attorneys fees (subsections (i), (ii), and (iii) collectively, the Liabilities), Mortgagor has mortgaged, granted and conveyed and by these presents DOES HEREBY MORTGAGE, GRANT AND CONVEY TO MORTGAGEE, ITS SUCCESSORS AND ASSIGNS, all of Mortgagors right, title and interest now owned or hereafter acquired in and to each of the following (collectively, the Property):

 


(A) The Real Estate;

 

(B) Any and all buildings and improvements now or hereafter erected on, under or over the Real Estate, if any (the Improvements);

 

(C) Any and all fixtures, machinery, equipment and other articles of real, personal or mixed property, belonging to Mortgagor, at any time now or hereafter installed in, attached to or situated in or upon the Real Estate, or the buildings and improvements now or hereafter erected thereon, or used or intended to be used in connection with the Real Estate, or in the operation of the buildings and improvements, plant, business or dwelling situate thereon, whether or not such real, personal or mixed property is or shall be affixed thereto, and all replacements, substitutions and proceeds of the foregoing (all of the foregoing herein called the Service Equipment), including without limitation: (i) all appliances, furniture and furnishings; all articles of interior decoration, floor, wall and window coverings; all office, restaurant, bar, kitchen and laundry fixtures, utensils, appliances and equipment; all supplies, tools and accessories; all storm and screen windows, shutters, doors, decorations, awnings, shades, blinds, signs, trees, shrubbery and other plantings; (ii) all building service fixtures, machinery and equipment of any kind whatsoever; all lighting, heating, ventilating, air conditioning, refrigerating, sprinkling, plumbing, security, irrigating, cleaning, incinerating, waste disposal, communications, alarm, fire prevention and extinguishing systems, fixtures, apparatus, machinery and equipment; all elevators, escalators, lifts, cranes, hoists and platforms; all pipes, conduits, pumps, boilers, tanks, motors, engines, furnaces and compressors; all dynamos, transformers and generators; (iii) all building materials, building machinery and building equipment delivered on site to the Real Estate during the course of, or in connection with any construction or repair or renovation of the buildings and improvements; (iv) all parts, fittings, accessories, accessions, substitutions and replacements therefor and thereof; and (v) all files, books, ledgers, reports and records relating to any of the foregoing;

 

(D) Any and all contracts, purchase agreements, leases, subleases, tenancies, licenses, occupancy agreements or agreements to lease all or any portion of the Real Estate, Improvements, Service Equipment or all or any other portion of the Property and all extensions, renewals, amendments, modifications and replacements thereof, and any options, rights of first refusal or guarantees relating thereto (collectively, the Leases); all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards and payments of any kind payable under the Leases or otherwise arising from the Real Estate, Improvements, Service Equipment or all or any other portion of the Property including, without limitation, minimum rents, additional rents, percentage rents, parking, maintenance and deficiency rents (collectively, the Rents); all of the following personal property (collectively referred to as the Contracts): all accounts, general intangibles and contract rights (including any right to payment thereunder, whether or not earned by performance) of any nature in each case relating to the Real Estate, Improvements, Service Equipment or all or any other portion of the Property or the use, occupancy, maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and deposits, building service contracts, maintenance contracts, construction contracts and architects agreements relating to the Real Estate, Improvements or Service Equipment or all or any other portion of the Property; all maps, plans, surveys and specifications; all warranties and guaranties relating to the Real Estate, Improvements or Service Equipment or all or any other portion of the Property; all permits, licenses and approvals relating to the Real Estate, Improvements or Service Equipment; and all insurance policies, books of account and other documents, of whatever kind or character, relating to the use, construction upon, occupancy, leasing, sale or operation of the Real Estate, Improvements, Service Equipment or all or any other portion of the Property;

 

(E) Any and all estates, rights, tenements, hereditaments, privileges, easements, reversions, remainders and appurtenances of any kind benefiting or appurtenant to the Real Estate, Improvements or all or any other portion of the Property; all means of access to and from the Real Estate, Improvements or all or any other portion of the Property, whether public or private; all streets, alleys, passages, ways, water courses, water and mineral rights relating to the Real Estate, Improvements or all or any other portion of the Property; and all other claims or demands of Mortgagor, either at law or in equity, in

 

2


possession or expectancy of, in, or to the Real Estate, Improvements or all or any other portion of the Property (all of the foregoing described in this subsection E herein called the Appurtenances);

 

(F) Any and all proceeds of any of the above-described Real Estate, Improvements, Service Equipment, Leases, Rents, Contracts and Appurtenances, which term proceeds shall have the meaning given to it in the Uniform Commercial Code, as amended, (the Code) of the State in which the Property is located (collectively, the Proceeds) and shall additionally include whatever is received upon the use, lease, sale, exchange, transfer, collection or other utilization or any disposition or conversion of any of the Real Estate, Improvements, Service Equipment, Leases, Rents, Contracts and Appurtenances, voluntary or involuntary, whether cash or non-cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and inventory;


 

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