EXHIBIT 4(p)
This Instrument Prepared by:
Xxxxx Xxxx, Xxxxxxx
Xxxxx, Xxxxxxx & Xxxxx, XX
000 X. Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, XX 00000
CONSOLIDATED MORTGAGE MODIFICATION AND SPREADER AGREEMENT
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THIS CONSOLIDATED MORTGAGE MODIFICATION AND SPREADER AGREEMENT (the
"Agreement"), made this 13 day of November, 1997, is among YASAWA HOLDING, N.V.,
a Netherlands Antilles corporation ("Mortgagee"); and THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., a Florida corporation, DELTONA LAND &
INVESTMENT CORP., a Florida corporation, THREE SEASONS CORPORATION, a Florida
corporation, and DELTONA CONSTRUCTION COMPANY, INC. (formerly known as Deltona's
Xxxxxx-Built Construction Company, Inc.) a Florida corporation (collectively
"Mortgagor").
R E C I T A L S
A. Mortgagor and certain other corporations, entered into a Consolidated
Mortgage Modification and Spreader Agreement ("Mortgage") with Citibank, N.A., a
national banking association organized under the laws of the United States of
America for itself and as Agent for Chemical Bank, a New York banking
corporation, and Fleet National Bank, a national banking corporation
(hereinafter collectively called "Banks") dated June 18, 1992 and recorded as
set forth in Schedules A, B and C annexed hereto.
B. All right, title and interest of the Banks in, to and under the Mortgage
was assigned by the Banks to Xxxxxxx Gram pursuant to that certain Assignment of
Mortgage dated December 4, 1992, and recorded as set forth in Schedule D annexed
hereto, who immediately assigned all right, title and interest of Antony Gram
in, to and under the Mortgage to Mortgagee pursuant to that certain Assignment
of Mortgage dated December 4, 1992, and recorded as set forth in Schedule E
annexed hereto.
NO ADDITIONAL DOCUMENTARY STAMP TAXES OR INTANGIBLE TAX IS DUE WITH RESPECT TO
THIS INSTRUMENT AS NO ADDITIONAL MONIES ARE BEING ADVANCED PURSUANT HERETO.
C. One or more of the corporations constituting Mortgagor are owners of fee
simple title to those certain plots, pieces or parcels of land, situate, lying
and being in the Counties of Xxxxxx and Washington, Florida, as more
particularly described on Exhibit A annexed hereto (the "Additional Mortgaged
Property") and the parties desire to spread the lien of the Mortgage to such
property.
D. Mortgagor and Mortgagee desire to amend the terms for repayment of the
outstanding balance due under the Mortgage.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, and other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, Mortgagor and
Mortgagee hereby agree as follows:
1. Definitions. Unless otherwise defined herein, all capitalized terms
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shall have the same meaning as in the Eighth Amendment and Consolidation of
Credit and Security Agreement among Mortgagor and Mortgagee dated November 13,
1997 as the same may be amended from time to time ("Credit Agreement"). All
references in the Mortgage to the Note(s) and Credit Agreement shall hereafter
refer to and mean the existing Notes and Credit Agreement, as the same may be
amended from time to time hereafter or simultaneously herewith. In the event of
any conflict between the terms and provisions of the Mortgage and the terms and
provisions of the Credit Agreement, the terms and provisions of the Credit
Agreement shall govern and control.
2. Reaffirmation. Mortgagor hereby reaffirms and ratifies the liens,
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security interests and assignments created by the Mortgage and acknowledges and
agrees that the Mortgage as spread hereby constitutes the valid and binding
obligation of Mortgagor, enforceable in connection with its terms, without any
defense, offset, claim or counterclaim of any nature. Nothing contained herein
shall invalidate any security now held by Mortgagee no impair the existing
priority of the lien and effect of the mortgage or release any covenant,
condition, agreement or stipulation in the Mortgage as spread hereby and except
as expressly modified by this Agreement, the same shall continue in full force
and effect and Mortgagor hereby ratifies and confirms each of the covenants,
agreements, conditions and stipulations therein.
3. Spreader. The lien of the Mortgage is hereby spread so as to encumber
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all right, title and interest of Mortgagor in and to the Additional Mortgaged
Property, together with and including the easements, rights and privileges
thereunto belonging. The Mortgagor confirms that upon recording this AGreement,
all properties owned by Mortgagor are encumbered hereunder with the exception of
properties encumbered by a mortgage to "Lichtigman".
4. Release. Notwithstanding anything contained herein to the contrary, this
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Agreement shall not operate to impliedly release any of the property encumbered
by the Mortgage to the extent that such property remains encumbered as of this
date. This Agreement shall not serve to re-
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encumber property previously released from the lien and effect of the
Mortgage except for the Additional Mortgaged Property identified in Exhibit A
annexed hereto. Mortgagor hereby agrees to execute all required documents to
effect a spread of the lien and effect of this Mortgage to all properties
previously released from this mortgage for the purpose of granting a mortgage to
another person or entity if and when said other mortgage is released. With
respect to the portions of the Mortgaged Property which are Registered Lots, the
issuance by Mortgagor of a deed to a purchaser of a Registered Lot shall
automatically release such Registered Lot from the lien of the Mortgage and the
issuance of a deed shall be conclusive evidence of such release, to the same
extent and with the same force and effect as if the Registered Lot had been
released from the lien of the Mortgage by a formal release recorded in the
County in which the released property is located. The lien of this Mortgage is
subordinate to the purchasers' rights and purchasers shall obtain the legal
interest provided for in their contract free and clear of this Mortgage upon the
purchasers' compliance with the terms, provisions and conditions of their
contract.
5. Repayment. The terms for repayment shall be as stated in the Eighth
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Amendment and Consolidation of Credit and Security Agreement and the Renewal
Promissory Note, annexed hereto as Schedule G.
6. Duplicate Originals. Mortgagor and Mortgagee hereby agree that duplicate
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originals of this Agreement shall be executed and recorded in each county where
any portion of the Mortgaged Property is located and that for the convenience of
the parties hereto, the descriptions of the Additional Mortgaged Property set
forth in Exhibit A annexed hereto of each duplicate original shall contain only
the legal description of the Additional Mortgages Property located in the
respective county where each Agreement is recorded.
IN WITNESS WHEREOF, this Agreement has been executed as of the day and year
first above written by the duly authorized officers of each of the undersigned.
Signed, sealed and delivered THE DELTONA CORPORATION
in the presence of:
/s/Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Print Name: Xxxxxx Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President
/s/Xxxxx Xxxxx
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Print Name: Xxxxx Xxxxx
DLIC, INC.
/s/Xxxxxx Xxxxxxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Print Name: Xxxxxx Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President
/s/Xxxxx Xxxxx
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Print Name:Xxxxx Xxxxx
3
DELTONA LAND & INVESTMENT
CORP.
/s/Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Print Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President
/s/Xxxxxx Xxxxxxxxxxx
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Print Name: Xxxxxx Xxxxxxxxxxx
THREE SEASONS CORPORATION
/s/Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Print Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President
/s/Xxxxxx Xxxxxxxxxxx
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Print Name: Xxxxxx Xxxxxxxxxxx
DELTONA CONSTRUCTION
COMPANY, INC.
/s/Xxxxx Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx, Xx.
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Print Name: Xxxxx Xxxxx Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President
/s/Xxxxxx Xxxxxxxxxxx
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Print Name: Xxxxxx Xxxxxxxxxxx
Signed, sealed and delivered YASAWA HOLDING, N.V
in the presence of:
------------------------------ By: /s/ X. Xx Xxxx
Print Name: ------------------------------
Name: X. Xx Xxxx for Zarf Trust
Corporation, N.V., Director
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Print Name:
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STATE OF FLORIDA)
)
COUNTY OF DADE )
Before me this 13th day of November, 1997 personally appeared Xxxxx X.
Xxxxxxxxx, Xx. who is personally known to me and who is President of The Deltona
Corporation, President of Deltona Land & Investment Corp., President of Three
Seasons Corporation and President of Deltona Construction Company, Inc., and who
signed the foregoing document in such capacity.
/s/ Xxxxx Xxxxx
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Notary Signature
Print Name:
THE NETHERLANDS ANTILLES)
)
CITY OF CURACAO )
Before me this 23rd day of December, 1997 personally appeared X. XxXxxx who is
personally known to me to be the Director of Zarf Trust Corporation, Director of
Yasawa Holding N.V., who signed the foregoing document in such capacity.
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Notary Signature
Print Name:
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SCHEDULES
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SCHEDULE A: Recording Information for Consolidated Mortgage Modification
and Spreader Agreement ("Mortgage") with Citibank, N.A., a national
banking association organized under the laws of the United States
of America for itself and as Agent for Chemical Bank, a New York
banking corporation, and Fleet National Bank, a national banking
corporation (hereinafter collectively called "Banks") dated June
18, 1992
SCHEDULE B: Recording information for Mortgage and Security Agreements and
Amendments thereto with Citibank, N.A., a national banking
association organized under the laws of the United States of
America for itself and as Agent for Chemical Bank, a New York
banking corporation
SCHEDULE C: Mortgage Spreader Recording information
SCHEDULE D: Recording information for Assignment of Mortgage from Banks to
Antony Gram dated December 4, 1992.
SCHEDULE E: Recording information for Assignment of Mortgage from Antony Gram to
Yasawa Holdings, N.V. dated December 4, 1992.
SCHEDULE F: Subordination of Lien of Borrower's Receivables to Scafholding, B.V.
SCHEDULE G: Renewal Promissory Note.
EXHIBITS
EXHIBIT A: Legal Description for Additional Mortgaged Property.
