================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ending December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ______________
Commission file number 1-4719
THE DELTONA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 59-0997584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
999 BRICKELL AVENUE, SUITE 700
MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (305) 579-0999
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $1 PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $973,100 based on the average price of such stock as last
traded over-the-counter. (Excludes shares of voting stock held by directors,
executive officers and beneficial owners of more than 10% of the Registrant's
voting stock; however, this does not constitute an admission that any such
holder is an "affiliate" for any purpose.)
Indicate the number of shares outstanding of the Registrant's classes of
common stock, as of the latest practicable date: 13,544,277 shares of common
stock, $1 par value, as of March 20, 1998, excluding 12,228 shares held in
treasury.
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Part(s)
* Registrant's 1998 Annual Meeting Proxy Statement to
be filed with the Securities and Exchange Commission Part III
pursuant to Regulation 14A
================================================================================
<PAGE>
THE DELTONA CORPORATION
INDEX
<TABLE>
<CAPTION>
Form 10-K Page
Item No. Section Heading in Attached Material Number
- --------- ------------------------------------ ------
<S> <C> <C>
PART I
Items 1 and 2 ......... Business.................................................. 1
General........................................... 1
Recent Developments............................... 1
Business Segments................................. 3
Real Estate....................................... 4
Other Businesses.................................. 9
Employees......................................... 9
Competition....................................... 9
Regulation........................................ 10
Item 3 .................... Legal Proceedings................................. 13
Item 4 .................... Not Applicable
PART II
Item 5 .................... Price Range of Common Stock and Dividends......... 14
Item 6 .................... Selected Consolidated Financial Information ...... 15
Item 7 .................... Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 16
Item 8 .................... Index to Consolidated Financial Statements and
Supplemental Data ...................................... 25
Item 9 .................... Not Applicable
PART IV
Item 14 .................. . Exhibits, Financial Statement Schedules and
Reports on Form 8-K .................................... 45
</TABLE>
<PAGE>
ITEMS 1 AND 2
BUSINESS
General
The Company was founded in 1962 and is principally engaged in the
development and sale of Florida real estate, through the development of planned
communities on land acquired for that purpose. The Company offers single-family
lots and multi-family and commercial tracts for sale, in communities designed by
the Company. The Company is the developer of eleven planned communities in
Florida, including the new TimberWalk community, which is located in the western
portion of Marion Oaks. Seven communities are completed and four are in various
stages of development. The Company plans, designs and develops roads, waterways,
recreational amenities, grading and drainage systems within these communities.
Since 1962, the Company has sold over 156,000 single-family lots and
multi-family and commercial tracts in its communities, in addition to over
13,000 single-family homes and over 4,300 multi-family housing units.
The Company 's land holdings in Florida include an inventory of
approximately 18,600 unsold platted single-family lots and multi-family and
commercial tracts. (Platting is the process of recording, in the public records
of the county where the land is located, a map or survey delineating the legal
boundaries of the lots and tracts.) See "Real Estate: Land".
The Company also operates other businesses related to its real estate
activities, such as a title insurance company and a real estate brokerage
company. In addition, the Company has designed and constructed country clubs,
golf courses and other recreational amenities at its communities, and operates
such amenities until their conveyance or sale.
Historically, the Company has designed, constructed and operated utility
systems for the distribution of water and LP gas and for the collection and
treatment of sewage, primarily at the Company's communities. However, on June 6,
1989, Topeka Group Incorporated ("Topeka"), a subsidiary of Minnesota Power &
Light Company ("MPL"), exchanged the Company's Preferred Stock which it acquired
in November, 1985 for the Company's utility subsidiaries.
The Company is incorporated in Delaware and has its principal executive
offices at 999 Brickell Avenue, Suite 700, Miami, Florida 33131. Its telephone
number is (305) 579-0999. The Company, as used herein, refers to The Deltona
Corporation and, unless the context otherwise indicates, its wholly-owned
subsidiaries.
Recent Developments
On November 4, 1997, at the 1997 Annual Meeting, the Company's stockholders
approved an Agreement between the Company and its lenders that would
substantially reduce the Company's outstanding debt obligation of $25.3 million
(the "Agreement"). The Agreement, consummated effective December 30, 1997,
resulted in a reduction in the Company's outstanding debt obligation through the
conveyance of all remaining land inventory and obligations in the Company's St.
Augustine Shores Subdivision and the issuance of approximately 6.8 million
shares of Common Stock at $1.00 per share (par value). Additionally, the lenders
purchased $7.5 million in contracts receivable from the Company to generate
working capital and further reduce the debt obligation. Specifically:
1. Selex sold its remaining debt ($2,664,736), including the Empire note,
to Yasawa and the Company owes no further duty or obligation to Selex. The debt
purchased by Yasawa was satisfied through Yasawa's purchase of 2,664,736 shares
of Common Stock issued by the Company at a per share conversion price of One
Dollar ($1.00), which is equal to par value.
2. Swan Development Corporation ("Swan") had previously acquired $5,529,501
of the Company's debt from Selex. This $5,529,501 was satisfied through the
Company's conveyance of all of the Company's remaining land inventory and
obligations in its St. Augustine Shores Subdivision to Swan . The price, based
upon appraised value, was adjusted to take into account the development
obligations on sold lots assumed by Swan.
1
<PAGE>
3. Scafholding B.V. ("Scafholding") an affiliate of Selex and Yasawa,
purchased approximately $7.5 million in contracts receivable from the Company at
seventy-five percent (75%) of face value with recourse for non- performing
contracts. This sale generated approximately $5.6 million, $1,982,457 of which
was used to reduce outstanding debt to Yasawa. The balance (of which $1 million
is in the form of a promissory note from Scafholding to the Company with an
expected satisfaction in mid-1998) will be used by the Company to pay a portion
of the delinquent real estate taxes, to implement its marketing programs, to
initiate development of TimberWalk and to meet the Company's working capital
requirements.
4. A $4,144,602 portion of the Company's debt to Yasawa was satisfied
through Yasawa's purchase of 4,144,602 shares of Common Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.
5. As of December 31, 1997, the Company's remaining debt to Scafholding was
$2,293,950, secured by a first lien on the Company's receivables; the Company's
remaining debt to Yasawa was $6,692,732 secured by a second lien on the
Company's receivables and a mortgage on all of the Company's property. As of
December 31, 1997, the total debt owed to Yasawa and Scafholding is $8,986,682.
The terms of repayment of this debt have been restructured to provide for
monthly payments of principal in the amount of $100,000 payable monthly in cash
or with contracts receivable at 100% of face value, plus interest payable
monthly on the declining balance at the rate of 9.6% per annum in cash or with
contracts receivable at 65% of face value.
6. In the future, if the Company elects to do so, Yasawa and Scafholding
have agreed to purchase contracts receivable at 65% of face value, with
recourse, to meet the Company's ongoing capital requirements.
Prior to November 4, 1997 and independent of the Agreement outlined above,
Selex and Yasawa agreed to forgive $2,050,818 in accrued interest on the
Company's debt to them.
Through Yasawa's acquisition of the 6,809,338 shares of Common Stock of the
Company referenced above, Mr. Antony Gram's beneficial ownership increased from
3,109,703 shares to 9,919,041 shares (73.23% of the outstanding shares of Common
Stock of the Company as of March 20, 1998).
During 1997, the Company was successful in settling the lawsuit entitled
LEE SU WEN NI ET. AL. v. THE DELTONA CORPORATION AND SCAFHOLDING B.V., Case No.
95-4422-CA-E, which was filed in the Circuit Court of Marion County, Florida on
October 11, 1995. The plaintiff had alleged that the liquidated damages
provision in the Company's installment contracts for the sale of its properties
was unenforceable under Florida Law and contested the method utilized by the
Company to calculate actual damages in the event of contract cancellations.
Pursuant to the settlement, the claims and the case were dismissed with
prejudice.
In December 1997, the Company announced the start of construction on its
newest housing development: TimberWalk. TimberWalk will feature a model home
center with models built by three premier central Florida home builders. At
TimberWalk, home buyers will enjoy the benefits of Deltona's newest design
concept, "Everything Included", which includes features that are often
considered extra cost upgrades and options by other home builders but are
included in TimberWalk's basic prices. Models will range from one to two story
homes with two, three or four bedrooms ranging in size from 1,200 square feet to
over 2,200 square feet of living space.
2
<PAGE>
Business Segments
The following table sets forth the total amounts of revenues and operating
profits (losses) from continuing operations attributable to each of the
Company's business segments for the years ended as indicated. See Note 11 to
Consolidated Financial Statements:
<TABLE>
<CAPTION>
Years ended
--------------------------------------------------------------------------------------------
December 31, December 31, December 31, December 31, December 31,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues
Real estate:
Net land sales<F1>........ $ 4,045 $ 4,296 $ 2,394 $ 2,058 $ 2,432
Housing revenues......... 1,214 1,202 1,382 2,543 344
Improvement revenues<F2>.. 2,366 1,008 1,052 1,214 4,725
Interest income<F3>...... 1,367 1,464 1,019 1,046 1,197
Other..................... -0- -0- -0- -0- 67
------ ------- ------- -------- --------
Total real estate.... 8,992 7,970 5,848 6,861 8,765
Other<F4>..................... 617 963 1,030 1,832 3,447
Intersegment sales<F5>........ (184) (283) (190) (152) (113)
------ ------- ------- -------- --------
Total.................. $ 9,425 $ 8,650 $ 6,688 $ 8,541 $ 12,099
======= ======= ======= ======== ========
Operating profits (losses)
Real estate................ $ 3,052 $ 3,077 $ 1,377 $ 1,055 $ (3,072)
Other <F4>................. 185 443 341 1,033 279
General corporate expense.. (3,018) (2,966) (2,981) (4,147) (4,721)
Interest expense........... (1,545) (1,781) (1,642) (1,847) (1,257)
------- ------- ------- -------- --------
Income (loss) from
continuing operations
before income taxes
and extraordinary items... $(1,326) $(1,227) $(2,905) $ (3,906) $ (8,772)
======= ======= ======= ======== ========
<FN>
- ----------------
<F1> Net land sales consist of gross land sales less estimated uncollectible
installment sales and contract valuation discount and, prior to 1992,
deferred revenue (see Notes 1, 2 and 7 to Consolidated Financial
Statements).
<F2> Improvement revenues consist of revenue recognized due to completion of
improvements on prior period sales and exchanges from undeveloped to
developed lots.
<F3> Interest income primarily consists of interest earned on contracts and
mortgages receivable and on temporary cash investments and the amortization
of valuation discounts.
<F4> Other consists of revenues from sales other than real estate, the major
portion of which came from the country club operations in prior years. In
1994, the major portion consists of a gain of $1,051,000 from the
termination of its office lease on its Miami corporate headquarters.
<F5> Intersegment sales consist primarily of sales between the Company and its
title insurance subsidiary.
</FN>
</TABLE>
3
<PAGE>
Real Estate
The Company's principal business segment has primarily involved the
development and marketing of planned communities in Florida since 1962. The
following table sets forth certain information about these communities and other
land assets of the Company as of December 31, 1997. For a detailed description
of these communities, see "Existing Communities" and "Other Properties".
Existing Communities
<TABLE>
<CAPTION>
Platted Unimproved Improved
Acreage Initial Estimated Lots & Tracts Unsold Platted Unsold Platted
in Acquisition Year Current in Masterplan Lots & Tracts Lots & Tracts Unplatted
Masterplan Year Opened Population <F2> <F2><F3> <F2><F3> Acreage
---------- ----------- ------ ---------- ----------- -------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<F1>Deltona Lakes... 17,203 1962 1962 69,500 34,964 - 6 -
<F1>Marco Island<F4> 7,844 1964 1965 39,000 8,657 - - -
<F1>Spring Hill<F5>. 17,240 1966 1967 73,300 32,909 - 6 -
<F1>Citrus Springs<F6> 15,954 1969 1970 6,500 33,783 - 2<F9> -
St. Augustine
Shores ....... 1,985 1969 1970 7,500 3,130 - -<F9> -
Sunny Hills...... 17,743 1968 1971 1,400 26,251 12,446 709 -
<F1>Pine Ridge...... 9,994 1969 1972 2,900 4,833 - 3 -
Marion Oaks<F6><F7>14,644 1969 1973 8,050 27,537 3,841<F7> 413<F7><F9> -
<F1>Seminole Woods.. 1,554 1969 1979 500 262 - - -
Joint Venture Community:
<F1>Tierra Verde.... 666 1976 1977 4,860 1,036 - - -
------- ------- ------- -------- ----- ----
Total............ 104,827 213,510 173,362 16,287 1,139 -
======= ======= ======= ======== ===== ====
<CAPTION>
Other Properties
Initial
Acquisition
Year Acres
----------- -----
<S> <C> <C>
Other Land Assets:
Other land adjacent to existing communities<F8>................................ Various 92
----
Total...................................................................... 92
====
<FN>
- ----------------------
<F1> Development completed.
<F2> Excluded from these lots and tracts are approximately 110 improved and 89
unimproved lots and tracts that are required for drainage and cannot be
sold, and approximately 139 improved and 335 unimproved lots and tracts
that have been removed from sale for encumbrances or additional site
development, which can only be sold when these issues are resolved. Also
excluded are amenities consisting of 2 administration facility sites, 2
recreational facility sites and 1 unimproved golf course site, as well as
approximately 433 tracts reserved for community usage such as for
greenbelts, buffer areas, church and school sites.
<F3> "Unimproved Unsold Platted Lots & Tracts" and "Improved Unsold Platted Lots
& Tracts", when added to lots and tracts sold, as described in "Existing
Communities", may not equal "Platted Lots & Tracts in Masterplan" for
various reasons, such as the subdivision of tracts into two or more parcels
for sale to different purchasers.
<F4> Excludes permit denial areas; reflects seasonal population.
<F5> Includes the South Hernando U.S. # 19 Commerce Center.
<F6> Excluded 83 Citrus Springs and 63 Marion Oaks improved lots deeded to a
purchaser of the Company's contracts receivable as exchange inventory to be
available for customers who pre-pay their contracts prior to the
installation of water service lines within one mile of their homesite and
who wish to commence immediate construction. Unused exchanged inventory
will be reconveyed to the Company when all purchased receivables have
matured and are paid in full.
4
<PAGE>
<F7> Includes TimberWalk, the Company's newest housing development.
<F8> Excludes 3,829 acres of unplatted natural preserve in Washington County
restricted for recreational, open space/ park use which can only be sold
subject to the underlying land use restrictions
<F9> Not included are 598 improved lots deeded to a collateral trustee on behalf
of a purchaser of the Company's contract receivables so they may be sold by
the Company to create additional receivables for the Company's replacement
obligation. These lots are comprised of 474 lots in Citrus Springs, 123
lots in Marion Oaks and 1 lot in St. Augustine Shores.
</FN>
</TABLE>
Land
In selecting sites for its communities, the Company examined various
demographic and economic factors, the regulatory climate, the availability of
governmental services and medical, educational and commercial facilities, and
estimated development costs. Its communities are accessible to major highways
and Florida's major metropolitan areas and are near at least one large body of
water that can be used for recreational purposes. Other criteria used by the
Company in site selection are the suitability of the land for natural or
engineered drainage and the availability of a sufficient supply of potable water
to support the community's anticipated population.
The master plans of the Company's communities have been designed to provide
for amenities such as golf courses, greenbelt areas, parks and recreational
areas, as well as for the basic infrastructure, such as roads and water, and in
selected development areas, sewer lines. Sites are set aside for shopping
centers, schools, houses of worship, medical centers and public facilities such
as libraries and fire stations.
In its major planned communities, the Company offers for sale lot and house
"packages" situated on paved streets. In other areas of these communities, the
Company historically has sold single-family lots and multi-family and commercial
tracts on an installment basis. Prior to 1991, the Company sold such land,
subject to a future development obligation, accepting down payments as low as 5%
of the sales price, with the balance payable over periods ranging from 2 to 15
years, depending on the payment plan selected. When the applicable rescission
period expired and the Company received at least 10% of the contracted sales
price, a substantial portion of the revenue and related profit on the sale was
recognized, with the remaining revenue and profit deferred and recognized as
land improvements such as street paving occurred.
Due to various factors, since 1986, the Company had utilized a deed and
mortgage format for effecting certain sales in its communities. Beginning
September 29, 1990, the Company changed its method of recognizing land sales by
recording the sale of lots, subject to a future development obligation, under
the deposit method; since January 1, 1991, no sale has been recognized until the
Company receives at least 20% of the contracted sales price; and beginning in
the fourth quarter of 1991, the Company limited the sale of lots to those which
front on a paved street and are ready for immediate building. See Note 1 to
Consolidated Financial Statements.
A portion of the contract purchase price is discounted and treated as
interest income to be amortized over the life of the contract. Interest income
is also earned in accordance with the interest rate stated in the installment
land sales contract or promissory note. The Company further provides an
allowance for contract cancellations based on the historical experience of the
Company for such cancellations.
Substantially all of the Company's single-family lot and multi-family and
commercial tract sales have been made on an installment basis. Of the
approximate 156,000 lots and tracts sold since the Company's inception,
contracts receivable presently exist with respect to approximately 590 lots and
tracts with an outstanding balance of approximately $5,820,000 at December 31,
1997, excluding contracts receivable of which the Company is a guarantor. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Note 2 to Consolidated Financial Statements.
Housing
Historically, the Company has been involved in the design, construction and
marketing of single-family homes and multi-family housing, including both
condominium apartment complexes and a vacation ownership (timesharing) project.
Since commencing operations, the Company has constructed and sold over 13,000
single-family homes and over 4,300
5
<PAGE>
multi-family housing units in its communities, with much of the actual
construction performed by subcontractors. Revenues, as well as related costs and
expenses, from single-family home and vacation ownership sales are recorded at
the time of closing.
Single-Family Housing
In December, 1992, the Company re-entered the single-family housing
business at its Marion Oaks community. Two and three bedroom moderately-priced
homes are being constructed by an exclusive independent builder at the Feather
Nest housing village (now owned by Conquistador Development Corporation) in this
community and sold in the local markets and through the Company's independent
dealer network. These homes include, as standard features, cathedral ceilings,
attached garages, lanais, breakfast nooks and spacious walk-in closets. The
housing village features its own recreational complex, including a swimming
pool, tennis courts and other amenities. The Company also offers the same model
line in Marion Oaks outside of the FeatherNest village in a suburban program as
well as a build on your own lot program for those customers who have previously
acquired a lot.
In December 1997, the Company announced the start of construction on its
newest housing development: TimberWalk. TimberWalk will feature a model home
center with models built by three premier central Florida home builders. At
TimberWalk, home buyers will enjoy the benefits of Deltona's newest design
concept, "Everything Included", which includes features that are often
considered extra cost upgrades and options by other home builders but are
included in TimberWalk's basic prices. Models will range from one to two story
homes with two, three or four bedrooms ranging in size from 1,200 square feet to
over 2,200 square feet of living space.
In an effort to offset the negative cash effects of installment land sales,
the Company is now attempting to direct its marketing efforts to selling homes
and lots together. The success of this direction will be dependent upon the
Company's dealer recruiting program and the availability of funds for an
advertising and promotion program.
Multi-Family Housing
The Company has designed, constructed and sold more than 4,300 condominium
apartment units at its communities in buildings ranging from garden-style
apartment complexes to luxury high-rise towers. Every condominium complex
constructed by the Company included at least one pool and patio area; many
featured tennis courts and other recreational amenities.
Substantially all of the Company's remaining inventory in its vacation
ownership complex, The Surf Club, located on the Gulf of Mexico at Marco Island,
was sold in 1990.
Marketing
The Company has historically sold land and housing on a national and
international basis through independent dealers in the United States, Canada and
overseas, as well as through Company-affiliated salespeople. For the year ended
December 31, 1997, sales by independent dealers in the United States accounted
for approximately 99% (in dollar volume) of new land sales contracts; while
overseas dealers accounted for approximately 1% of such contracts.
During the first quarter of 1995, the Company initiated a new land sales
program, which utilizes a limited group of independent dealers. During 1997, the
Company reached a lot sales volume of over $5,359,000 of contracts written.
Existing Communities
Deltona Lakes
Deltona Lakes is located 26 miles northeast of Orlando, with its popular
tourist attractions of Disney World and Sea World, and is bordered on the
northwest by Interstate 4. Opened in 1962, Deltona Lakes now has a population of
6
<PAGE>
approximately 68,100. Over 30,000 lots and tracts and over 4,500 single and
multi-family housing units have been sold at this community.
Recreational amenities constructed by the Company include tennis courts, a
golf course and country club (which were sold in 1983), and a recreational
complex on the shores of Lake Monroe. A 133-room motel, an industrial park, a
medical complex, several shopping centers, numerous houses of worship, a fire
station, a public library and a junior high school are located in the community.
The Company has completed development of this community.
Marco Island
The Company's resort community of Marco Island is located 104 miles west of
Miami and approximately 17 miles south of Naples, Florida. Over 8,500 lots and
tracts and over 4,200 single and multi-family housing units have been sold in
this community.
More than 39,000 persons reside at Marco Island, including a population
which more than triples during the winter season. It is the largest of Florida's
Ten Thousand Islands and is known for its recreational amenities which, in
addition to its 3 1/2 mile white sand beach, sport fishing, sailing and
shelling, include golf, tennis, swimming and other recreational activities. The
island community has several major shopping centers, banks and savings & loan
associations, and medical and professional centers.
Since the community's opening in January, 1965, the Company has built and
operated a yacht club and marina, the Marco Beach Hotel & Villas, and a golf
course and country club, all of which have been sold. The Company has also
constructed over 3,300 condominium units and The Surf Club, a 44 unit vacation
ownership complex, on the island. In 1990, the Company completed the sale of
substantially all of its remaining vacation ownership weeks.
Since its inventory at Marco Island is sold out, 1998 revenues are expected
to be generated from collections on existing contracts receivable.
The community's planned growth was interrupted in 1976 by denial of certain
federal permits needed to complete the development of approximately 14,500
units. The Settlement Agreement between the Company, the State of Florida and
various environmental interest groups (the "Settlement Agreement") which became
effective on March 14, 1985, allowed for the potential development of additional
dwelling units at Marco Island, Horr's Island and Marco Shores, located two
miles from Marco Island. The bulk of these properties have subsequently been
sold or transferred to the Company's lenders or to the trustee pursuant to the
1992 settlement of the Marco class action litigation.
Spring Hill
Spring Hill, with an estimated population of approximately 71,900, is
located 45 miles north of Tampa-St. Petersburg. Over 32,000 lots and tracts and
over 4,000 single-family homes have been sold in this community. The Company has
constructed a recreation complex, a country club, and two golf courses. The
Company has sold its country club and golf courses. Several shopping centers and
medical centers, two elementary schools, a junior high school, a senior high
school, numerous houses of worship and two fire stations are located in the
community. The Company has completed the development of this community.
Citrus Springs
Citrus Springs, with an estimated population of 6,300, is located 28 miles
southwest of Ocala and 25 miles from the Gulf of Mexico. Over 30,000 lots and
tracts and over 700 single-family homes have been sold at this community. A golf
course and a clubhouse (sold in 1990) and a community center have been completed
by the Company. Several churches and a convenience shopping area are located in
the community. The Company has completed 400 miles of road. In 1992, most of the
Company's remaining inventory at this community was sold to Citony Development
Corporation ("Citony") for approximately $6,500,000. The Company and Citony then
entered into a joint venture agreement with respect to the property, providing
for the Company to market the property and receive an administration fee from
the venture. The
7
<PAGE>
Company and Citony terminated the joint venture agreement in April 1994;
however, the Company provided certain assistance to Citony during the transition
period. In February 1997, the Company finalized the sale of the undeveloped
second Citrus Springs Golf Course to a third party, which has now substantially
completed construction of this course. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" .
St. Augustine Shores
St. Augustine Shores, with a population estimated to be approximately
7,450, is located seven miles south of St. Augustine, between the Intracoastal
Waterway and U.S. Highway 1. Only commercial and multi-family tracts, home and
lot packages and condominium apartment units had been sold in this community
before 1987, but that year St. Augustine Shores was opened for the retail sale
of single-family lots. Approximately 1,000 additional single-family lots became
available during 1988 through the platting of 641 acres adjacent to the existing
platted properties. Over 2,000 single and multi-family housing units and lots
and tracts have been sold. In December 1997, the Company sold all of its
remaining inventory at St. Augustine Shores to Swan Development Corporation
("Swan"). As part of the purchase, Swan assumed the liability for completing
improvements within St. Augustine Shores.
The Company has completed 28 miles of road. Certain common areas of the
community, such as parks and swale areas, are maintained by the St. Augustine
Shores Service Corporation, a non-profit corporation, of which all property
owners are members. Several houses of worship and shopping facilities are also
located in the community. A golf course and country club and a recreation
building were completed by the Company.
Sunny Hills
Sunny Hills, with a population of approximately 1,360 residents, is located
in the Florida Panhandle, 45 miles north of the Gulf of Mexico and 35 miles
north of Panama City. Over 12,000 lots and tracts and 300 single-family homes
have been sold at this community. It includes several houses of worship and a
convenience shopping center. The Company has completed or under construction 165
miles of road. The community also has a golf course and country club, which was
sold by the Company for $1,000,000 in the first quarter of 1993.
The Company reopened Sunny Hills for retail lot sales in mid-1989. Revenues
in 1998 will be generated from collections on existing contracts receivable,
from retail land sales and from the recognition of deferred revenue as land
development and lot exchanges proceed.
Pine Ridge
Pine Ridge, with a population of approximately 2,660, is located 34 miles
southwest of Ocala. The community's facilities include an equestrian club and
tennis courts. In May, 1987, the Company completed the $8,500,000 sale of its
remaining inventory and golf course at Pine Ridge. Prior to the sale, the
Company had sold over 3,500 lots and tracts and over 53 single-family homes in
Pine Ridge.
Marion Oaks
Marion Oaks, with a population of approximately 7,900 residents, is located
18 miles south of Ocala. Over 23,000 lots and tracts have been sold in the
community. The community includes playgrounds, two golf courses (one of which
was sold in 1988 and the second which was transferred to the Company's lenders
on October 11, 1991) and several recreation buildings. A shopping center and
several houses of worship are located in the community. The Company has
completed 315 miles of road. The Company re-entered the single-family housing
business at this community in December, 1992 with the opening of its FeatherNest
housing village. On May 22, 1995, the Company sold to Conquistador the remaining
lot inventory in the Company's FeatherNest community at Marion Oaks , as well as
other property, in consideration for the satisfaction of $2,599,300 in debt.
In December 1997, the Company announced the start of construction on its
newest housing development: TimberWalk. TimberWalk will feature a model home
center with models built by three premier central Florida home builders. At
8
<PAGE>
TimberWalk, home buyers will enjoy the benefits of Deltona's newest design
concept, "Everything Included", which includes features that are often
considered extra cost upgrades and options by other home builders but are
included in TimberWalk's basic prices. Models will range from one to two story
homes with two, three or four bedrooms ranging in size from 1,200 square feet to
over 2,200 square feet of living space.
Revenues in 1998 will be generated from the sale of land inventory, from
housing sales, from the recognition of deferred revenue as land development,
from collections on existing contracts receivable and from the Company's real
estate brokerage operation.
Seminole Woods
Seminole Woods, with a population of approximately 430, is comprised of
1,554 acres of property located 20 miles north of Orlando. The community,
comprised of 262 single-family lots, each a minimum of five acres, has been sold
out and development completed.
Tierra Verde
Tierra Verde, with a population of approximately 4,740, is a 666-acre
waterfront subdivision located eight miles south of St. Petersburg. It was
developed and marketed pursuant to a 50% joint venture between a wholly-owned
subsidiary of the Company and an unaffiliated corporation which filed a petition
for bankruptcy under the Bankruptcy Code in 1985. The community has been sold
out and development completed. The venture, which extended until December 31,
1990, provided for the Company's subsidiary to receive a management fee and to
share in the venture's results of operations equally with its venture partner.
The venture was extended for the purposes of winding down operations which were
completed in 1993.
Other Land Assets
The Company also owns 92 acres of land in Florida adjacent to its existing
communities. Certain of these properties are being marketed by the Company's
commercial sales division.
Other Businesses
The Company's title insurance subsidiary was established in 1978 in order
to reduce title insurance, legal and certain related closing costs incurred by
the Company in transferring title of its land and housing products to its
purchasers. The subsidiary serves as an agent for TICOR Title Insurance Company
and other title insurers. The Company's realty subsidiary performs real estate
brokerage and rental services at the Company's Marion Oaks and Sunny Hills
communities.
Employees
At December 31, 1997, the Company had 37 employees, of whom 34 were
involved in executive, administrative, sales and community development and
maintenance capacities and 3 were involved with the title insurance subsidiary.
Certain of the Company's development activities are carried out by
subcontractors who separately employ additional personnel. For the most part,
the Company's sales activities are carried out by independent contractors.
Competition
The Company faces competition within its communities primarily from
property owners seeking to resell their land. The Company also faces
competition, on a local and regional level, with other builders and developers
in the sale of land and single-family housing. Such competition is generally
based upon location, price, reputation, quality of product and the existence of
commercial and recreational facilities and amenities.
9
<PAGE>
Regulation
The Company's real estate business is subject to regulation by various
local, state and federal agencies. The communities are increasingly subject to
substantial regulation as they are planned, designed and constructed, the nature
of such regulation extending to improvements, zoning, building, environmental,
health and related matters. Although the Company has been able to operate within
the regulatory environment in the past, there can be no assurance that such
regulations could not be made more restrictive and thereby adversely affect the
Company's operations.
Community Development
In Florida, as in many growth areas, local governments have sought to limit
or control population growth in their communities through restrictive zoning,
density reduction, the imposition of impact fees and more stringent development
requirements. Although the Company has taken such factors into consideration in
its master plans by agreeing, for example, to make improvements, construct
public facilities, and dedicate certain property for public use, the increased
regulation has lengthened the development process and added to development
costs.
The Florida Growth Management Act of 1985 (the "Act") precludes the
issuance of development orders or permits if public facilities such as
transportation, water and sewer services will not be available concurrent with
development. Development orders have been issued for, and development has
commenced in, the Company's existing communities (with development being
virtually completed in certain of these communities). Thus, existing communities
are less likely to be affected by the new growth management policies than future
communities since they are vested. Any future communities developed by the
Company will be strongly impacted by new growth management policies. Since the
Act and its implications are constantly being re-examined by the State, together
with local governments and various state and local governmental agencies, the
Company cannot further predict the timing or the effect of new growth management
policies, but anticipates that such policies may increase the Company's
permitting and development costs.
Environmental
To varying degrees, certain permits and approvals will be necessary to
complete the development of Marion Oaks and Sunny Hills communities. Despite the
fact that the Company has obtained substantially all of the permits and
authorizations necessary to proceed with its development work on these
communities, additional approvals may be required to develop certain platted
properties to be marketed in the future. Although the Company cannot predict the
impact of such requirements, they could result in delays and increased
expenditures. In addition, the continued effectiveness of permits and
authorizations already granted is subject to many factors, some of which,
including changes in policies, rules and regulations and their interpretation
and application, are beyond the Company's control.
The Company is aware of studies indicating that prolonged exposure to radon
gas may be hazardous to one's health. Such studies further indicate that radon
gas is apparently associated with mining and earth moving activities,
particularly in phosphate-bearing geological formations. Since phosphate mining
has, over the years, constituted a significant industry in Florida, various
state and local governmental agencies are in the process of attempting to
determine the nature and extent of indoor radon gas intrusion throughout the
state. Similar studies undertaken by the Company at its Citrus Springs community
indicate that less than 1% of its property in that community may be affected by
radon gas; studies conducted at the Company's Marion Oaks community revealed no
indications of potential indoor radon gas problems. None of the other properties
owned by the Company are situated over geological formations which are suspected
of causing radon gas problems. Consequently, the existence of radon gas in
Florida is not expected to materially affect the business or financial condition
of the Company.
The Company owned above ground fuel storage tanks at its communities. The
Florida Department of Environmental Regulation ("DER") was responsible not only
for regulating these tanks, but for developing and implementing plans and
programs to prevent the discharge of pollutants by such facilities. The Company
registered its storage tanks with the DER, constructed containment devices
around above ground storage tanks, replaced or properly abandoned faulty tanks
or equipment and conducted periodic inspections and monitoring of all
facilities. In December, 1988, the Company surveyed all of its fuel facilities
and reported any facility which exhibited evidence of potential soil
contamination to the DER prior
10
<PAGE>
to the deadline for acceptance into the Early Detection Incentive ("EDI")
Program. The EDI Program provides for the State to assume the financial
responsibility for any necessary clean-up operations when suspected
contamination has been voluntarily reported by the facility owner and accepted
into the program by the DER. The Company's sites were inspected and reviewed
under the EDI program and were determined to be in compliance with DER
regulations.
Marketing
The Company is also subject to a number of statutes imposing registration,
filing and disclosure requirements with respect to homesites and homes sold or
proposed to be sold to the public. On the state level, the Company's land sales
activities are subject to the jurisdiction of the Division of Florida Land
Sales, Condominiums and Mobile Homes (the "Division") which requires
registration of subdividers and subdivided land; reviews the contents of
advertising and other promotional material; inspects the Company's land and
development work; exercises jurisdiction over sales practices; and requires full
disclosure to prospective purchasers of pertinent information relating to the
property offered for sale.
Other Obligations
As a result of the delays in completing the land improvements to certain
property sold in certain of its Central and North Florida communities, the
Company fell behind in meeting its contractual obligations to its customers. In
connection with these delays, the Company, in February, 1980, entered into a
Consent Order with the Division which provided a program for notifying affected
customers. The Consent Order, which was restated and amended, provided a program
for notifying affected customers of the anticipated delays in the completion of
improvements (or, in the case of purchasers of unbuildable lots in certain areas
of the Company's Sunny Hills community, the transfer of development obligations
to core growth areas of the community); various options which may be selected by
affected purchasers; a schedule for completing certain improvements; and a
deferral of the obligation to install water mains until requested by the
purchaser. Under an agreement with Topeka, Topeka's utility companies agreed to
furnish utility service to the future residents of the Company's communities on
substantially the same basis as such services were provided by the Company. The
Consent Order also required the establishment of an improvement escrow account
as assurance for completing such improvement obligations.
In June, 1992, the Company entered into the 1992 Consent Order with the
Division, which replaced and superseded the original Consent Order, as amended
and restated. Among other things, the 1992 Consent Order consolidated the
Company's development obligations and provided for a reduction in its required
monthly escrow obligation to $175,000 from September, 1992 through December,
1993. Beginning January, 1994 and until development is completed or the 1992
Consent Order is amended, the Company was required to deposit $430,000 per month
into the escrow account. As part of the assurance program under the 1992 Consent
Order, the Company and its lenders had granted the Division a lien on certain
receivables and future receivables. The Company defaulted on its obligation to
escrow $430,000 per month for the period of January, 1994 through November 1997.
In accordance with the 1992 Consent Order, collections on Division receivables
were escrowed for the benefit of purchasers from March 1, 1994 through April 30,
1994. In May, 1994 the Company implemented a program have to customers who
contracted to purchase property which is undeveloped exchange such property for
developed property. As of December 31, 1997, approximately 85% of such customers
have opted to exchange or have had their situations otherwise resolved.
On December 30, 1997, the Division approved the formation of a Lot Exchange
Trust into which the Company conveyed sufficient exchange inventory to provide
exchanges to customers with undeveloped lots. Concurrently, the Division
released its lien on the Company's contracts receivable, satisfied its mortgage
on the Company's property and approved a settlement of all remaining issues
under the 1992 Deltona Consent Order.
As of December 31, 1997, the Company had estimated development obligations
of approximately $25,000 on sold property, an estimated liability to provide
title insurance and deeding costs of $676,000 and an estimated cost of street
maintenance, prior to assumption of such obligations by local governments, of
$458,000, all of which are included in deferred revenue. As of December 31, 1997
and December 31, 1996 the Company had in escrow approximately $50,000 and
$360,000, respectively, specifically for land improvements at certain of its
Central and North Florida communities. The
11
<PAGE>
Company's development obligation was substantially reduced in 1997 by the
consummation of the Agreement approved by the stockholders on November 4, 1997.
Approximately $7,400,000 of the development obligation at St. Augustine Shores
was assumed by Swan. In addition, the creation of a Lot Exchange Trust reduced
the development obligation at Marion Oaks and Sunny Hills by approximately
$5,800,000.
On the federal level, the Company's homesite installment sales are subject
to the Federal Consumer Credit Protection ("Truth-in-Lending") Act. In addition,
the Company's activities are subject to regulation by the Interstate Land Sales
Registration Division ("ILSRD"), which administers the Interstate Land Sales
Full Disclosure Act. That Act requires that the Company file with ILSRD copies
of applicable materials on file with the Division as to all properties
registered; certain properties must be registered directly with ILSRD, in
addition to being registered with the Division.
The Company has either complied with applicable statutory requirements
relative to the properties it is offering for sale or has relied on various
statutory exemptions which have relieved the Company from such registration,
filing and disclosure requirements. If these exemptions do not continue to
remain available to the Company, compliance with such statutes may result in
delays in the offering of those properties for sale to the public.
The Company's land sales activities are further subject to the jurisdiction
of the laws of various states in which the Company's properties are offered for
sale. In addition, Florida and other jurisdictions in which the Company's
properties are offered for sale have strengthened, or are considering
strengthening, their regulation of subdividers and subdivided lands in order to
provide further assurances to the public, particularly given the adverse
publicity surrounding the industry which existed in 1990. The Company has
attempted to take appropriate steps to modify its marketing programs and
registration applications in the face of such increased regulation, but has
incurred additional costs and delays in the marketing of certain of its
properties in certain states and countries. For example, the Company has
complied with the regulations of certain states which require that the Company
sell its properties to residents of those states pursuant to a deed and mortgage
transaction, regardless of the amount of the down payment. The Company intends
to continue to monitor changes in statutes or regulations affecting, or which
may affect, the sale of its properties and intends to take all necessary and
reasonable action to assure that its properties and its proposed marketing
programs are in compliance with such regulations. There can be no assurance that
the Company will be able to timely comply with all regulatory changes in all
jurisdictions in which the Company's properties are presently offered for sale
to the public.
Real estate salespersons must, absent exemptions which may be available to
employees of the property owner, be licensed in the jurisdiction in which they
perform their activities. Real estate brokerage companies in Florida, as well as
their brokers and salespersons, must be licensed by the Florida Real Estate
Commission.
Miscellaneous
In addition, various other subsidiaries and divisions of the Company are
subject to regulation by local, state and federal agencies. Such regulation
extends to the licensing of operations, operating areas and personnel; the
establishment of safety and service standards; and various other matters.
12
<PAGE>
ITEM 3
LEGAL PROCEEDINGS
During 1997, the Company was successful in settling the lawsuit entitled
LEE SU WEN NI ET. AL. V. THE DELTONA CORPORATION AND SCAFHOLDING B.V., Case No.
95-4422-CA-E, which was filed in the Circuit Court of Marion County, Florida on
October 11, 1995. The plaintiff had alleged that the liquidated damages
provision in the Company's installment contracts for the sale of its properties
was unenforceable under Florida Law and contested the method utilized by the
Company to calculate actual damages in the event of contract cancellations.
Pursuant to the settlement, the claims and the case were dismissed with
prejudice.
In the action styled JOSEPH MANCILLA, JR. V. THE DELTONA CORPORATION, filed
in the Circuit Court of Dade County, Florida, Case No. 94-09116, the plaintiff,
Joseph Mancilla, Jr., former Senior Vice President of the Company, sued the
Company on May 17, 1994 for alleged breach of employment contract seeking
damages in excess of $391,000 plus an unspecified amount in employee benefits,
costs and attorneys' fees. The Company settled the matter and a general release
was entered into in 1995. The Company satisfied its settlement obligations in
January 1997 and a Notice of Voluntary Dismissal with prejudice was filed.
The Company is also a party to certain other legal and administrative
proceedings arising in the ordinary course of business. The outcome will not, in
the opinion of the Company, have a material adverse effect on the business or
financial condition of the Company.
13
<PAGE>
ITEM 5
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock was traded on the New York and Pacific Stock
Exchanges under the ticker symbol DLT. On April 6, 1994, both the New York and
Pacific Stock Exchanges suspended the Company's Common Stock from trading and
instituted procedures to delist the Company's Common Stock. On June 16, 1994,
the Company's Common Stock was formally removed from listing and registration on
the New York Stock Exchange. As of December 31, 1997, the Company's Common Stock
was traded on a limited basis in the over-the-counter markets (on the bulletin
board) under the symbol DLTA. The weighted average price per share at which the
common stock was traded at the end of the first, second, third and fourth
quarters of 1997 is as follows:
March 31, 1997 $.227
June 30, 1997 $.1544
September 30, 1997 $.135
December 31, 1997 $.4933
The Company has never paid cash dividends on its Common Stock. The
Company's loan agreements contain certain restrictions which currently prohibit
the Company from paying dividends on its Common Stock.
14
<PAGE>
ITEM 6
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following table summarizes selected consolidated financial information
and should be read in conjunction with the Consolidated Financial Statements.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations".
<TABLE>
<CAPTION>
Consolidated Income Statement Data
(in thousands except per share amounts)
Years Ended
------------------------------------------------------------------------
December 31, December 31, December 31, December 31, December 31,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues ........................ $ 9,425 $ 8,650 $ 6,688 $ 8,541 $ 12,099
Costs and expenses............... 10,751 9,877 9,593 12,447 20,871
--------- ----------- ---------- ---------- ----------
Loss from continuing operations
before taxes and extraordinary
items........................... (1,326) (1,227) (2,905) (3,906) (8,772)
Provision for income taxes....... -0- -0- -0- -0- -0-
--------- ----------- ---------- ---------- ----------
Loss from operations
before extraordinary items...... (1,326) (1,227) (2,905) (3,906) (8,772)
========= =========== ========== ========== ==========
Extraordinary items:
Gain on settlement related to
the Marco refund obligation..... -0- 331 702 -0- -0-
--------- ----------- ---------- ---------- ----------
Net income (loss) applicable
to common stock................. $ (1,326) $ (896) $ (2,203) $ (3,906) $ (8,772)
========= =========== ========== ========== ==========
Basic earnings per share amounts:
Continuing operations......... $ (.20) $ (.18) $ (.43) $ (.59) $ (1.45)
Extraordinary items........... .00 .05 .10 .00 .00
--------- ----------- ---------- ---------- ----------
Net income (loss)................. $ (.20) $ (.13) $ (.33) $ (.59) $ (1.45)
========= =========== ========== ========== ==========
Weighted average common shares
outstanding...................... 6,753,587 6,729,648 6,699,923 6,514,988 6,056,743
========= =========== ========== ========== ==========
<CAPTION>
Consolidated Balance Sheet Data
(in thousands)
December 31, December 31, December 31, December 31, December 31,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Total assets...................... $ 13,560 $ 19,442 $ 19,180 $ 22,109 $ 26,565
=========== ========== ========= ========= =========
Liabilities....................... $ 19,174 $ 37,301 $ 36,192 $ 38,930 $ 40,856
Stockholders' equity (deficiency). (5,614) (17,879) (17,013) (16,821) (14,291)
----------- ---------- --------- --------- ---------
Total liabilities and stockholders'
equity (deficiency).............. $ 13,560 $ 19,422 $ 19,180 $ 22,109 $ 26,565
=========== ========== ========= ========= =========
</TABLE>
15
<PAGE>
ITEM 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
On June 19, 1992, the Company completed a transaction with Selex International
B.V., a Netherlands corporation ("Selex"), which resulted in a change in control
of the Company. Under the transaction, Selex loaned the Company $3,000,000
collateralized by a first mortgage on certain of the Company's property in its
St. Augustine Shores, Florida community (the "First Selex Loan"). The First
Selex Loan initially bears interest at the rate of 10% per annum with a term of
four years and payment of interest deferred for the first 18 months.
In conjunction with the First Selex Loan: (i) Empire of Carolina, Inc.
("Empire") sold Selex its 2,220,066 shares of the Company's Common Stock and
assigned Selex its $1,000,000 Note from the Company, with $225,000 of interest
accrued thereon; (ii) Maurice A. Halperin, Chairman of the Board of Empire and
former Chairman of the Board of the Company, forgave payment of the $200,000
salary due him for the period of April, 1990 through April, 1991, which was in
arrears; and (iii) certain changes occurred in the composition of the Company's
Board of Directors. Namely, the six directors serving on the Company's Board who
were previously designated by Empire resigned and four Selex designees (Messrs.
Marcellus H.B. Muyres, Antony Gram, Cornelis van de Peppel and Cornelis L.J.J.
Zwaans) were elected to serve as directors in their stead. Mr. Muyres was
appointed Chairman of the Board and Chief Executive Officer of the Company.
These directors, as well as Leonardus G.M. Nipshagen, a Selex designee, were
then elected as directors at the Company's 1992 Annual Meeting. In November,
1995, Messrs. Muyres, van de Peppel, Nipshagen and Zwaans resigned their board
seats.
As part of the Selex transaction, Selex was granted an option, approved by the
holders of a majority of the outstanding shares of the Company's Common Stock at
the Company's 1992 Annual Meeting, to convert the Selex Loan, or any portion
thereof, into a maximum of 850,000 shares of the Company's Common Stock at a per
share conversion price equal to the greater of (i) $1.25 or (ii) 95% of the
market price of the Company's Common Stock at the time of conversion, but in no
event greater than $4.50 per share (the "Option"). However, on September 14,
1992, Selex formally waived and relinquished its right to exercise the Option as
to 250,000 shares of the Company's Common Stock to enable the Company to settle
certain litigation involving the Company through the issuance of approximately
250,000 shares of the Company's Common Stock to the claimants, without
jeopardizing the utilization of the Company's net operating loss carry forward.
On February 17, 1994, Selex exercised the remaining full 600,000 share Option at
a conversion price of $1.90 per share, such that $1,140,000 in principal was
repaid under the First Selex Loan through such conversion. As a consequence of
such conversion, Selex holds 2,820,066 shares of the Company's Common Stock
(20.82% of the outstanding shares of Common Stock of the Company based upon the
number of shares of the Company's Common Stock outstanding as of March 20,
1998).
Pursuant to the Selex transaction, $1,000,000 of the proceeds from the First
Selex Loan was used by the Company to acquire certain commercial and
multi-family properties at the Company's St. Augustine Shores community at their
net appraised value, from Mr. Muyres and certain entities affiliated with
Messrs. Zwaans and Muyres. Namely, (i) $416,000 was used to acquire 48
undeveloped condominium units (twelve 4 unit building sites) and 4 completed
(and rented) condominium units from Conquistador, in which Messrs. Zwaans and
Muyres served as directors, as well as President and Secretary/Treasurer,
respectively; (ii) $485,000 was used to acquire 4 commercial lots from Swan
Development Corporation ("Swan"), in which Messrs. Zwaans and Muyres also serve
as directors, as well as President and Secretary, respectively; and (iii)
approximately $99,000 was used to reacquire, from Mr. Muyres, all of his rights,
title and interest in a certain contract with the Company for the purchase of a
commercial tract in St. Augustine Shores, Florida. None of the commercial land
and multi-family property acquired by the Company from Mr. Muyres and certain
entities affiliated with Messrs. Zwaans and Muyres collateralizes the First
Selex Loan. In March, 1994, Conquistador exercised its right to repurchase
certain of the multi-family property from the Company (which right had been
granted in connection with the June, 1992 transaction) at a price of $312,000,
of which $260,000 was paid in cash to the Company and $52,000 was applied to
reduce interest due to Selex under the Second Selex Loan (the "First
Conquistador Acquisition").
16
<PAGE>
In December, 1992, Mr. Gram, a director of the Company and beneficial owner of
the Common Stock of the Company held by Selex, acquired all of the Company's
outstanding bank debt and then assigned same to Yasawa, of which Mr. Gram is
also the beneficial owner. Yasawa simultaneously completed a series of
transactions with the Company which involved the transfer of certain assets to
Yasawa or its affiliated companies, the acquisition by Yasawa of 289,637 shares
of the Company's Common Stock through the exercise of warrants previously held
by the banks, the provision of a $1,500,000 line of credit to the Company and
the restructuring of the remaining debt as a $5,106,000 Yasawa Loan.
On April 30, 1993, Selex loaned the Company an additional amount of $1,000,000
pursuant to the Second Selex Loan and since July 1, 1993 made further loans to
the Company aggregating $4,400,000 under the Third Selex Loan.
On May 22, 1995, the Company closed a transaction with Conquistador (the "Second
Conquistador Acquisition") for the sale of an administration building and a
multi-family site in the Company's St. Augustine Shores community as well as the
remaining lot inventory in the Company's FeatherNest community at Marion Oaks in
consideration for the satisfaction of $2,599,300 of principal and accrued
interest on the Second and Third Selex Loans. On that same date, but in a
separate transaction, the Company also sold to Conquistador Development
Corporation (the "Third Conquistador Acquisition") four single family
residential lots in the St. Augustine Shores community for $100,000 in cash.
These transactions were accounted for in accordance with generally accepted
accounting principals for these types of related party transactions.
Accordingly, the resulting gain of $1,900,000 was treated as a contribution of
capital and recorded directly to capital surplus. The loans from Selex, Yasawa
and their affiliates are secured by substantially all of the assets of the
Company. See Note 5 to Consolidated Financial Statements.
On March 10, 1994, the Company was advised that Selex filed an Amendment to its
Schedule 13D with the Securities and Exchange Commission (the "Commission"). In
the Amendment, Selex reported that it, together with Yasawa and their
affiliates, were uncertain as to whether they would provide any further funds to
the Company. The Amendment further stated that Selex, Yasawa and their
affiliates were seeking third parties to provide financing for the Company and
that as part of any such transaction, they would be willing to sell or
restructure all or a portion of their loans and Common Stock in the Company.
The Company, Selex and Yasawa entered into loan modification agreements in which
all accrued interest was converted into non-interest bearing principal at the
earlier of the maturity date or the default date. Accordingly, at December 31,
1995, $4,200,000 of accrued interest was reclassified as principal. The loans
were also modified to formalize the elimination of the default interest rate
provisions in each of the applicable loan agreements.
On November 4, 1997, at the 1997 Annual Meeting, the Company's stockholders
approved an Agreement between the Company and its lenders that would
substantially reduce the Company's outstanding debt obligation of $25.3 million
(the "Agreement"). The Agreement, consummated effective December 30, 1997 upon
approval of the Division of Florida Land Sales, Condominiums and Mobile Homes,
resulted in a reduction in the Company's outstanding debt obligation through the
conveyance of all remaining land inventory and obligations in the Company's St.
Augustine Shores Subdivision and the issuance of approximately 6.8 million
shares of Common Stock at $1.00 per share (par value). Additionally, the lenders
purchased $7.5 million in contracts receivable from the Company to generate
working capital and further reduce the debt obligation. Specifically:
1. Selex sold its remaining debt ($2,664,736), including the Empire note,
to Yasawa and the Company owes no further duty or obligation to Selex, which
provided the Company a release. The debt purchased by Yasawa was satisfied
through Yasawa's purchase of 2,664,736 shares of Common Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.
2. Swan Development Corporation ("Swan") had previously acquired $5,529,501
of the Company's debt from Selex. This $5,529,501 was satisfied through the
Company's conveyance of all of the Company's remaining land inventory and
obligations in its St. Augustine Shores Subdivision to Swan . The price, based
upon appraised value, was adjusted to take into account the development
obligations on sold lots assumed by Swan.
17
<PAGE>
3. Scafholding B.V. ("Scafholding") an affiliate of Selex and Yasawa,
purchased approximately $7.5 million in contracts receivable from the Company at
seventy-five percent (75%) of face value with recourse for non-performing
contracts. This sale generated approximately $5.6 million, $1,982,457 of which
was used to reduce outstanding debt to Yasawa. The balance (of which $1 million
is in the form of a promissory note from Scafholding to the Company) will be
used by the Company to pay a portion of the delinquent real estate taxes, to
implement its marketing programs, to initiate development of TimberWalk and to
meet the Company's working capital requirements.
4. A $4,144,602 portion of the Company's debt to Yasawa was satisfied
through Yasawa's purchase of 4,144,602 shares of Common Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.
5. As of December 31, 1997, the Company's outstanding debt to Scafholding
was $2,293,950, secured by a first lien on the Company's receivables; the
Company's outstanding debt to Yasawa was $6,692,732 secured by a second lien on
the Company's receivables and a mortgage on all of the Company's property. As of
December 31, 1997, loans outstanding to Yasawa and Scafholding totaled
$8,986,682. The terms of repayment of this debt have been restructured to
provide for monthly payments of principal in the amount of $100,000 payable
monthly in cash or with contracts receivable at 100% of face value, plus
interest payable monthly on the declining balance at the rate of 9.6% per annum
in cash or with contracts receivable at 65% of face value.
6. In the future, if the Company elects to do so, Yasawa and Scafholding
have agreed to purchase contracts receivable at 65% of face value, with
recourse, to meet the Company's ongoing capital requirements.
Prior to November 4, 1997 and independent of the Agreement outlined above, Selex
and Yasawa agreed to forgive $2,050,818 in accrued interest on the Company's
debt to them.
Through Yasawa's acquisition of the 6,809,338 shares of Common Stock of the
Company referenced above, Mr. Antony Gram's beneficial ownership increased from
3,109,703 shares to 9,919,041 shares (73.23% of the outstanding shares of Common
Stock of the Company as of March 20, 1998).
As a consequence of its liquidity position, the Company has not paid
delinquent real estate taxes which aggregate approximately $1,485,000 as of
December 31, 1997; non-payment of these delinquent taxes may adversely affect
the financial condition of the Company. Of the $1,485,000 in delinquent real
estate taxes, approximately $112,000 relates to sold lots on which the customer
has assumed the obligation to pay but has not done so.
Results of Operations
Years ended December 31, 1997 and December 31, 1996
Revenues
Total revenues were $9,425,000 for 1997 compared to $8,650,000 for 1996.
Gross land sales were $6,093,000 for 1997 versus $6,816,000 for 1996. Net
land sales (gross land sales less estimated uncollectible installment sales and
contract valuation discount) decreased to $4,045,000 for 1997 from $4,296,000
for 1996. The decrease in sales reflects lower sales from the Company's
independent dealer network.
The Company re-entered the single-family housing business in December,
1992. Revenues are not recognized from housing sales until the completion of
construction and passage of title. Housing revenues were $1,214,000 for 1997
compared to $1,202,000 in 1996. Housing revenues remained constant in 1997.
18
<PAGE>
The following table reflects the Company's real estate product mix for 1997
and 1996 (in thousands):
<TABLE>
<CAPTION>
Years Ended
---------------------------
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Gross Land Sales:
Retail sales<F1>......................................... $ 6,093 $ 6,816
------- -------
Total................................................ 6,093 6,816
------- -------
Housing Sales:
Single Family............................................ 1,214 1,188
Vacation Ownership....................................... -0- 14
------- -------
Total................................................ 1,214 1,202
------- -------
Total Real Estate.................................... $ 7,307 $ 8,018
======= =======
<FN>
- ------------
<F1> New retail land sales contracts entered into, including deposit sales on
which the Company has received less than 20% of the sales price, net of
cancellations, for the years ended December 31, 1997 and December 31, 1996
were $5,359,000 and $6,612,000, respectively. The Company had a backlog of
$1,094,000 and $2,089,000 in unrecognized sales as of December 31, 1997 and
December 31, 1996, respectively. Such contracts are not included in retail
land sales until the applicable rescission period has expired and the
Company has received payments totaling 20% of the contract sales price. See
Note 1 to the Consolidated Financial Statements.
</FN>
</TABLE>
Improvement revenues result from recognition of revenues deferred from
prior period sales. Recognition occurs as development work proceeds on the
previously sold property or customers are exchanged to a developed lot.
Improvement revenues totaled $2,366,000 in 1997 as compared to $1,008,000 for
1996. The increase is a result of the Lot Exchange Trust, which provided
sufficient developed inventory for exchanges to customers with undeveloped lots.
Interest income was $1,367,000 for 1997 compared to $1,464,000 for 1996.
This decrease is the result of lower recognition of the Company's valuation
discount.
Other revenues were $433,000 for 1997 compared to $680,000 in 1996. Other
revenues are generated principally by the Company's title insurance and real
estate brokerage subsidiaries.
Included in the 1996 results is an extraordinary gain of $331,000 resulting
from the final settlement of the Marco class action litigation.
In 1996 the Company evaluated its property, plant and equipment. As a
result, the Company wrote off approximately $1,040,000 of obsolete assets, most
of which was fully depreciated. The Company recognized a loss of $40,000 as a
result of this write off.
Costs and Expenses
Costs and expenses were $10,751,000 for 1997 compared to $9,877,000 in
1996. Cost of sales totaled $2,831,000 for 1997 versus $2,673,000 for 1996. This
increase is primarily due to an increase in the cost of improvements on prior
period sales.
Commissions, advertising and other selling expenses totaled $2,517,000 for
1997 versus $2,457,000 for 1996. Advertising and promotional expenditures
decreased to $104,000 in 1997 from $118,000 in 1996. Other selling expenses
increased to $623,000 in 1997 from $514,000 in 1996 as a result of preparations
for the introduction of a new housing line in early 1998.
General and administrative expenses were $1,680,000 in 1997 versus
$1,715,000 for 1996. General and administrative expenses remained constant.
The Company recorded a $840,000 provision for recourse obligations in 1997.
Real estate tax expense was $1,338,000 in 1997 compared to $1,251,000 in
1996. Included in real estate tax expense is delinquent interest and
administrative fees on delinquent taxes, which accrue interest at 18% per annum.
19
<PAGE>
Interest expense was $1,545,000 for 1997 as compared to $1,781,000 for
1996. The decrease in interest expense is the result of cessation of interest
accrual as of November, 1997 simultaneous with the stockholder's approval of the
debt restructuring at the 1997 annual meeting. Total interest cost (none of
which represents capitalized) was $1,545,000 for 1997 as compared to $1,781,000
for 1996. No interest was capitalized in 1997 and 1996.
Net Income
The Company reported a net loss of $1,326,000 for 1997, compared to a net
loss of $896,000 for 1996. Included in the 1996 results is an extraordinary gain
of $331,000 resulting from the final settlement of the Marco class action
litigation.
Years ended December 31, 1996 and December 31, 1995
Revenues
Total revenues were $8,650,000 for 1996 compared to $ 6,688,000 for 1995.
Gross land sales were $6,816,000 for 1996 versus $3,623,000 for 1995. Net
land sales (gross land sales less estimated uncollectible installment sales and
contract valuation discount) increased to $4,296,000 for 1996 from $2,394,000
for 1995. The increase in sales reflects the Company's marketing program which
was initiated in 1995.
The Company re-entered the single-family housing business in December,
1992. Revenues are not recognized from housing sales until the completion of
construction and passage of title. Housing revenues were $1,202,000 for 1996
compared to $1,383,000 in 1995. The decrease in housing revenues is directly
related to the reduction in the Company's housing advertising and promotional
programs for housing due to limited working capital. Housing revenues decreased
in both 1995 and 1996 due to the lack of an advertising and promotional program.
The following table reflects the Company's real estate product mix for 1996
and 1995 (in thousands):
<TABLE>
<CAPTION>
Years Ended
-----------------------------
December 31, December 31,
1996 1995
------------ ------------
<S> <C> <C>
Gross Land Sales:
Retail sales<F1>.........................................$ 6,816 $ 3,623
------- -------
Total................................................ 6,816 3,623
------- -------
Housing Sales:
Single Family........................................ 1,188 1,328
Vacation Ownership....................................... 14 55
------- -------
Total................................................ 1,202 1,383
------- -------
Total Real Estate....................................$ 8,018 $ 5,006
======= =======
<FN>
-----------
<F1> New retail land sales contracts entered into, including deposit sales
on which the Company has received less than 20% of the sales price,
net of cancellations, for the years ended December 31, 1996 and
December 31, 1995 were $6,612,000 and $6,260,000, respectively. The
Company had a backlog of $2,089,000 and $3,100,000 in unrecognized
sales as of December 31, 1996 and December 31, 1995, respectively.
Such contracts are not included in retail land sales until the
applicable rescission Period has expired and the Company has received
payments totaling 20% of the contract sales price. See Note 1 to the
Consolidated Financial Statements.
</FN>
</TABLE>
Improvement revenues result from recognition of revenues deferred from
prior period sales. Recognition occurs as development work proceeds on the
previously sold property or customers are exchanged to a developed lot.
Improvement revenues totaled $1,008,000 in 1996 as compared to $1,052,000 for
1995. Due to the Company's financial condition, the Company had done minimal
development work in the last two years.
Interest income was $1,464,000 for 1996 compared to $1,019,000 for 1995.
This increase is the result of higher contract receivable balances.
Other revenues were $680,000 for 1996 compared to $840,000 in 1995. Other
revenues are generated principally by the Company's title insurance and real
estate brokerage subsidiaries.
20
<PAGE>
Included in the 1996 results is an extraordinary gain of $331,000 resulting
from the final settlement of the Marco class action litigation. Included in the
1995 results is an extraordinary gain of $702,000 resulting from a reduction in
the allowance for the guarantee pursuant to the final settlement of the Marco
class action litigation.
In 1996 the Company evaluated its property, plant and equipment. As a
result, the Company wrote off approximately $1,044,000 of obsolete assets, most
of which were fully depreciated. The Company recognized a loss of $40,000 as a
result of this write off.
Costs and Expenses
Costs and expenses were $9,877,000 for 1996 compared to $9,593,000 in 1995.
Cost of sales totaled $2,673,000 for 1996 versus $2,432,000 for 1995. This
increase is primarily due to higher land sales in 1996.
In 1995, the Company recorded a provision of $650,000 representing the
Company's estimate of its liability to replace or repurchase canceled contracts
receivable under the recourse provisions of its prior sales of contracts and
mortgages receivable.
Commissions, advertising and other selling expenses totaled $2,457,000 for
1996 versus $1,889,000 for 1995. The increase is the result of higher retail
sales levels. Advertising and promotional expenditures decreased to $118,000 in
1996 from $151,000 in 1995 as a result of the reduction in the Company's
marketing programs. Other selling expenses decreased to $514,000 in 1996 from
$550,000 in 1995.
General and administrative expenses were $1,715,000 in 1996 versus
$1,869,000 for 1995. General and administrative expenses have decreased
primarily due to overhead reductions.
Real estate tax expense was $1,251,000 in 1996 compared to $1,111,000 in
1995. Included in real estate tax expense is delinquent interest and
administrative fees on delinquent taxes, which accrue interest at 18% per annum.
Total interest cost (none of which represents capitalized) was $1,781,000
for 1996, as compared to $1,642,000 for 1995. The increase in interest expense
is the result of the increase in debt. No interest was capitalized in 1996 and
1995 since the Company had curtailed land development work at its communities.
Net Income
The Company reported a net loss of $896,000 for 1996, compared to a net
loss of $2,203,000 for 1995. Included in the 1996 results is an extraordinary
gain of $331,000 resulting from the final settlement of the Marco class action
litigation. Included in the 1995 results is an extraordinary gain of $702,000
resulting from a reduction in the allowance for the guarantee pursuant to the
final settlement of the Marco class action litigation.
Regulatory Developments which may affect Future Operations
In Florida, as in many growth areas, local governments have sought to limit
or control population growth in their communities through restrictive zoning,
density reduction, the imposition of impact fees and more stringent development
requirements. Although the Company has taken such factors into consideration in
its master plans, the increased regulation has lengthened the development
process and added to development costs.
On a statewide level, the Florida Legislature adopted and implemented the
Florida Growth Management Act of 1985 (the "Act") to aid local governments
efforts to discourage uncontrolled growth in Florida. The Act precludes the
issuance of development orders or permits if public facilities such as
transportation, water and sewer services will not be available concurrent with
development. Development orders have been issued for, and development has
commenced in, the Company's existing communities (with development being
virtually completed in certain of these communities). Thus, such communities are
less likely to be affected by the new growth management policies than future
communities. Any future communities developed by the Company will be strongly
impacted by new growth management policies. Since the Act and
21
<PAGE>
its implications are constantly being re-examined by the State, together with
local governments and various state and local governmental agencies, the Company
cannot further predict the timing or the effect of new growth management
policies, but anticipates that such policies may increase the Company's
permitting and development costs.
In addition to Florida, other jurisdictions in which the Company's
properties are offered for sale have recently strengthened, or are considering
strengthening, their regulation of subdividers and subdivided lands in order to
provide further assurances to the public, particularly given the adverse
publicity surrounding the industry which existed in 1990. The Company has
attempted to take appropriate steps to modify its marketing programs and
registration applications in the face of such increased regulation, but has
incurred additional costs and delays in the marketing of certain of its
properties in certain states and countries. For example, the Company has
complied with regulations of certain states which require that the Company sell
its properties to residents of those states pursuant to a deed and mortgage
transaction, regardless of the amount of the down payment. The Company intends
to continue to monitor changes in statutes or regulations affecting, or which
may affect, the sale of its properties and intends to take all necessary and
reasonable action to assure that its properties and its proposed marketing
programs are in compliance with such regulations. There can be no assurance that
the Company will be able to timely comply with all regulatory changes in all
jurisdictions in which the Company's properties are presently offered for sale
to the public.
Liquidity and Capital Resources
Mortgages and Similar Debt
Indebtedness under various purchase money mortgages and loan agreements is
collateralized by substantially all of the Company's assets, including stock of
certain wholly-owned subsidiaries.
The Company, Selex and Yasawa entered into loan modification agreements in
which all accrued interest was converted into non-interest bearing principal at
the earlier of the maturity date or the default date. Accordingly, at December
31, 1996, $4,200,000 of accrued interest was reclassified as non-interest
bearing principal. The loans were also modified to formalize the elimination of
the default interest rate provisions in each of the applicable loan agreements.
The loan modifications consummated on December 30, 1997, satisfied all
Company obligations to Selex and the outstanding loans to Scafholding and Yasawa
were restructured. The following table presents information with respect to
mortgages and similar debt (in thousands):
<TABLE>
<CAPTION>
Years Ended
------------------------------
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Mortgage Notes Payable .................. $ 6,693 $ 18,707
Other Loans.............................. 2,294 3,661
-------- --------
Total mortgages and similar debt..... $ 8,987 $ 22,368
======== ========
</TABLE>
Included in Mortgage Notes Payable is the Yasawa loan ($6,693,000 as of
December 31, 1997); included in Other Loans is the Scafholding loan ($2,294,000
as of December 31, 1997).
Contracts and Mortgages Receivable Sales
In June, 1992 and February, 1990, the Company completed sales of contracts
and mortgages receivable totaling $13,500,000 and $17,000,000, respectively,
which generated approximately $8,000,000 and $13,900,000 respectively, in net
proceeds to the Company. The anticipated costs of the June, 1992 transaction
were included in the extraordinary loss from debt restructuring for 1991 since
the restructuring was dependent on the sale. The Company recorded a loss of
$600,000 on the February, 1990 sale. In conjunction with these sales the Company
granted the purchaser a security interest in certain additional contracts
receivable of approximately $2,700,000 and conveyed all of its rights, title and
interest in the property underlying such contracts to a collateral trustee. In
addition, these transactions, among other things require that the Company
replace or repurchase any receivable that becomes 90 days delinquent upon the
request of the purchaser. Such requirement can be satisfied from contracts in
which the purchaser holds a security interest (approximately $2,734,000 as
22
<PAGE>
of December 31, 1997). The purchaser of these receivables experienced financial
difficulty and filed in 1994 for protection under Chapter 11 of the Federal
Bankruptcy Code. In November 1995, the purchaser of these receivables sold the
portfolio to Finova Capital Corporation. The Company is unable to determine what
effect this will have, if any, on future cancellations, since it is unable to
determine how the bankruptcy or the subsequent sale of the portfolio will impact
servicing and collection procedures and the customers' determination to continue
to pay under those contracts. The Company has fully reserved for the estimated
future cancellations based on the Company's historical experience for
receivables the Company services. However, due to the uncertainty noted above,
the Company does not feel there is sufficient information to estimate future
cancellations and is unable to determine the adequacy of its reserves to replace
or repurchase receivables that become delinquent. In 1997, the Company did not
replace any delinquent receivables. As of December 31, 1997 and 1996, $1,279,000
and $1,069,000 in receivables were delinquent, respectively.
In December, 1992, as described above, the Company sold $10,800,000 of
contracts and mortgages receivable to an affiliate of Yasawa at face value,
applying the proceeds therefrom to reduce the Bank Loan acquired by Yasawa.
In March, 1993, the Company transferred $1,600,000 in contracts and
mortgages receivable generating approximately $1,059,000 in proceeds to the
Company, which was used for working capital and the creation of a holdback
account in the amount of $150,000. As of December 31, 1997, the balance of the
holdback account as approximately $121,000.
In December 1997, Scafholding purchased approximately $7,500,000 in
contracts receivable from the Company at seventy-five percent (75%) of face
value with recourse for non-performing contracts. This sale generated
approximately $5.6 million, $1,982,457 of which was used to reduce outstanding
debt to Yasawa. The balance (of which $1 million is in the form of a promissory
note from Scafholding to the Company expected to be satisfied by mid-1998) will
be used by the Company to pay a portion of the delinquent real estate taxes, to
implement its marketing programs, to initiate development of TimberWalk and to
meet the Company's working capital requirements.
The Company was the guarantor of approximately $14,324,000 of contracts
receivable sold or transferred as of December 31, 1997, for the transactions
described above and had $121,000 on deposit with purchasers of the receivables
as security to assure collectibility as of such date. A provision has been
established for the Company's obligation under the recourse provisions of which
$3,280,000 remains at December 31, 1997. The Company has been in compliance with
all receivable transactions since the consummation of receivable sales.
In the future, if the Company elects to do so, Yasawa and Scafholding have
agreed to purchase contracts receivable at 65% of face value, with recourse, to
meet the Company's ongoing capital requirements.
Other Obligations
As of December 31, 1997, the Company had estimated development obligations
of approximately $25,000 on sold property, an estimated liability to provide
title insurance and deeding costing $676,000 and an estimated cost of street
maintenance, prior to assumption of such obligations by local governments, of
$458,000, all of which are included in deferred revenue. The total cost to
complete improvements at December 31, 1997 was estimated to be approximately
$1,159,000. As of December 31, 1997 and December 31, 1996 the Company had in
escrow approximately $50,000 and $360,000, respectively, specifically for land
improvements at certain of its Central and North Florida communities. The
Company's development obligation was substantially reduced in 1997 by the
consummation of the Agreement approved by the stockholders on November 4, 1997.
Approximately $7,400,000 of the development obligation for St. Augustine Shores
was assumed by Swan. In addition, the creation of a Lot Exchange Trust reduced
the development obligation at Marion Oaks and Sunny Hills by approximately
$5,800,000.
The Company's continuing liquidity problems have precluded the timely
payment of the full amount of its real estate taxes. On properties where
customers have contractually assumed the obligation to pay into a tax escrow
maintained by the Company, the Company has and will continue to pay delinquent
real estate taxes as monies are collected from customers. Delinquent real estate
taxes aggregated approximately $1,485,000 as of December 31, 1997. Of the
$1,485,000 in delinquent real estate taxes, approximately $112,000 relates to
sold lots on which the customer has assumed the obligation to pay but has not
done so.
23
<PAGE>
Liquidity
Retail land sales have traditionally produced negative cash flow through
the point of sale as a result of the regulatory requirement to sell fully
developed lots and the additional requirement to pay marketing and selling
expenses prior to or shortly after the point of sale. In an effort to offset the
negative cash effects of installment land sales, the Company is now attempting
to direct its marketing efforts to selling homes and lots together. The success
of this direction will be dependent upon the Company's dealer recruiting program
and the availability of funds for an advertising and promotion program.
In December 1997, the Company announced the start of construction on its
newest housing development: TimberWalk. TimberWalk will feature a model home
center with models built by three premier central Florida home builders. At
TimberWalk, home buyers will enjoy the benefits of Deltona's newest design
concept, "Everything Included", which includes features that are often
considered extra cost upgrades and options by other home builders but are
included in TimberWalk's basic prices. Models will range from one to two story
homes with two, three or four bedrooms ranging in size from 1,200 square feet to
over 2,200 square feet of living space.
Due to its liquidity problems over the last five years, the Company has
been forced to delay payment of certain real estate taxes. The Company has been
dependent upon its ability to sell or otherwise finance contracts receivable
and/or secure other financing sources to meet its cash requirements. Since 1992,
the Company has been largely dependent upon Yasawa and related parties for
financing of its operations. Although Yasawa and Scafholding have committed to
provide the Company with financing of its contracts receivables at the rate of
65% of face value, with recourse, there can be no guarantee that the Company
will be able to generate sufficient receivables to meet its cash flow
requirements.
Year 2000
The Company utilizes a number of software systems in conjunciton with its
community development, contract processing and contract servicing operations.
The Company has and will continue to make certain investments in its software
systems and applications to ensure the Company is Year 2000 compliant. The
financial impact of becoming Year 2000 compliant has not been and is not
expected to be material to the Company's financial position or results of
operations in a given year.
24
<PAGE>
ITEM 8
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Independent Auditors' Report.................................... 26
Consolidated Balance Sheets as of December 31, 1997 and
December 31, 1996............................................ 27
Statements of Consolidated Operations for the years ended
December 31, 1997, December 31, 1996 and December 31, 1995..... 29
Statements of Consolidated Stockholders' Equity (Deficiency)
for the years ended December 31, 1997, December 31, 1996
and December 31, 1995.......................................... 30
Statements of Consolidated Cash Flows for the years ended
December 31, 1997, December 31, 1996 and December 31, 1995..... 31
Notes to Consolidated Financial Statements...................... 33
Supplemental Unaudited Quarterly Financial Data................. 44
</TABLE>
25
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
THE DELTONA CORPORATION:
We have audited the consolidated balance sheets of The Deltona Corporation
and subsidiaries (the "Company") as of December 31, 1997 and 1996 and the
related statements of consolidated operations, consolidated stockholders' equity
(deficiency) and consolidated cash flows for each of the three years in the
period ended December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
at December 31, 1997 and 1996 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997 in
conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company has incurred substantial
operating losses and has continued to experience liquidity crises, causing the
Company to be unable to meet certain contractual obligations and has a
stockholders' deficiency at December 31, 1997. These matters raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans concerning these matters are described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 25, 1998
26
<PAGE>
CONSOLIDATED BALANCE SHEETS
THE DELTONA CORPORATION AND SUBSIDIARIES
ASSETS
(in thousands)
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash, including escrow deposits
and restricted cash of $1,293 in 1997 and $845 in 1996
(Note 7)................................................ $ 1,397 $ 907
------- -------
Contracts receivable for land sales (Notes 2, 5 and 8)...... 4,356 10,488
Less: Allowance for uncollectible contracts................. (1,150) (2,429)
Unamortized valuation discount........................ (508) (1,094)
------- -------
Contracts receivable - net.................................. 2,698 6,965
------- -------
Mortgages and other receivables - net (Notes 2, 5 and 8).... 1.291 384
------- -------
Inventories, at lower of cost or net realizable value (Notes 3 and 5):
Land and land improvements.................................. 7,449 10,287
Other....................................................... 99 99
------ -------
Total inventories............................... 7,548 10,386
------ -------
Property, plant and equipment - net (Notes 4 and 5)........... 374 413
------ -------
Prepaid expenses and other.................................... 252 367
------ -------
Total........................................... $13,560 $19,422
======= =======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
27
<PAGE>
CONSOLIDATED BALANCE SHEETS
THE DELTONA CORPORATION AND SUBSIDIARIES
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
(in thousands except share data)
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Mortgages and similar debt (Note 5):
Mortgage notes payable ................................. $ 6,693 $ 18,707
Other loans ............................................. 2,294 3,661
-------- --------
Total mortgages and similar debt..................... 8,987 22,368
Accounts payable-trade ....................................... 75 94
Accrued interest payable (Note 5) ............................ 0 1,778
Accrued taxes, principally real estate taxes ................. 1,917 3,084
Accrued expenses and other (Notes 2 and 8) ................... 3,995 1,421
Customers' deposits .......................................... 689 792
Deferred revenue (Notes 7 and 8) ............................. 3,511 7,764
-------- --------
Total liabilities ............................................ 19,174 37,301
-------- --------
Commitments and contingencies (Notes 1, 2, 5, 7, 8 and 9)
Stockholders' equity (deficiency) (Notes 1, 5, and 10):
Common stock, $1 par value-authorized 15,000,000 shares; issued and
outstanding:13,544,277 shares in 1997 and 6,734,572 shares
in 1996 (excluding 12,228 shares held in treasury).......... 13,544 6,734
Capital surplus ......................................... 51,495 44,714
Accumulated deficit ..................................... (70,653) (69,327)
-------- -------
Total stockholders' equity (deficiency) ...................... (5,614) (17,879)
-------- -------
Total....................................... $ 13,560 $19,422
======== =======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
28
<PAGE>
STATEMENTS OF CONSOLIDATED OPERATIONS
THE DELTONA CORPORATION AND SUBSIDIARIES
(in thousands except share data)
<TABLE>
<CAPTION>
Years Ended
--------------------------------------
December 31, December 31, December 31,
1997 1996 1995
------------ ----------- ------------
<S> <C> <C> <C>
Revenues
Gross land sales (Notes 2 and 7).............. $ 6,093 $ 6,816 $ 3,623
Less: Estimated uncollectible sales........... (1,528) (1,706) (850)
Contract valuation discount............ (520) (814) (379)
-------- -------- --------
Net land sales................................ 4,045 4,296 2,394
Sales-housing................................. 1,214 1,202 1,383
Recognized improvement revenue-prior period
sales........................................ 2,366 1,008 1,052
Interest income............................... 1,367 1,464 1,019
Other ........................................ 433 680 840
------- -------- --------
Total............................ 9,425 8,650 6,688
------- -------- --------
Costs and expenses
Cost of sales-land............................ 1,121 1,212 635
Cost of sales-housing......................... 917 1,005 1,135
Cost of improvements-prior period sales....... 545 219 395
Cost of sales-other........................... 248 237 267
Provision for uncollectible contracts and
recourse obligations (Note 2)............... 840 -0- 650
Commissions, advertising, and other selling
expenses..................................... 2,517 2,457 1,889
General and administrative expenses........... 1,680 1,715 1,869
Real estate tax............................... 1,338 1,251 1,111
Interest expense.............................. 1,545 1,781 1,642
------- -------- --------
Total............................ 10,751 9,877 9,593
------- -------- --------
Loss from operations before income
taxes and extraordinary items................. (1,326) (1,227) (2,905)
Provision for income taxes (Note 6)............ -0- -0- -0-
------- -------- --------
Loss from operations before
extraordinary items........................... (1,326) (1,227) (2,905)
Extraordinary item:
Gain on settlement related to the Marco
refund obligation (Note 9)................... -0- 331 702
------- -------- ---------
Net income (loss).............................. $ (1,326) $ (896) $ (2,203)
======== ======== =========
Basic earnings (loss) per common and common
equivalent shares from (Note 10):
Operations.................................... $ (.20) $ ( .18) $ (.43)
Extraordinary gain............................ .00 .05 .10
-------- -------- --------
Net income (loss)...................... $ (.20) $ ( .13) $ (.33)
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
29
<PAGE>
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIENCY)
THE DELTONA CORPORATION AND SUBSIDIARIES
(in thousands)
For the years ended December 31, 1997, December 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>
Common Stock Capital Accumulated
($1 par value) Surplus Deficit Total
-------------- ------- ------------ ---------
<S> <C> <C> <C> <C>
Balances, December 31, 1994................... $ 6,669 $42,738 $(66,228) $(16,821)
Issuance of Common Stock for Marco Permit
Costs.................................. 50 50 -0- 100
Gain from exchange of debt for land
with related party (Note 5)............ -0- 1,911 -0- 1,911
Net (loss) for the year.................. -0- -0- (2,203) (2,203)
------- ------- -------- --------
Balances, December 31, 1995................... $ 6,719 $44,699 $(68,431) $(17,013)
Issuance of Common Stock for Marco Permit
Costs.................................. 15 15 -0- 30
Net (loss) for the year.................. -0- -0- (896) (896)
------- ------- -------- --------
Balances, December 31, 1996................... $ 6,734 $44,714 $(69,327) $(17,879)
Issuance of Common Stock with Related
Party................................... 6,810 -0- -0- 6,810
Gain from Exchange of Land and Contracts
Receivables with Related Party......... -0- 6,781 -0- 6,781
Net (loss) for the year.................. -0- -0- (1,326) (1,326)
------- ------- -------- --------
Balances, December 31, 1997................... $13,544 $51,495 $(70,653) $ (5,614)
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
30
<PAGE>
STATEMENTS OF CONSOLIDATED CASH FLOWS
THE DELTONA CORPORATION AND SUBSIDIARIES
(in thousands)
<TABLE>
<CAPTION>
Years Ended
------------------------------------------
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from operations:
Proceeds from sale of residential units............ $ 1,272 $ 1,182 $ 1,416
Collections on contracts and mortgages receivable.. 3,245 2,927 2,285
Down payments on and proceeds from sales
of homesites and tracts....................... 1,476 1,517 1,261
Proceeds from the sale of Contracts Receivables 4,625 -0- -0-
Proceeds (uses) from other sources............. (8) 425 86
--------- --------- --------
Total cash received from operations.... 10,610 6,051 5,048
--------- --------- --------
Cash expended by operations:
Cash paid for residential units................ 917 1,005 1,135
Cash paid for land and land improvements....... 621 461 602
Customer refunds............................... 28 931 874
Commissions, advertising and other
selling expenses............................... 2,414 2,515 1,558
General and administrative expenses............. 1,803 1,892 2,721
Interest paid.................................. -0- -0- -0-
Real estate taxes paid......................... 2,504 1,314 984
--------- --------- ---------
Total cash expended by operations...... 8,287 8,118 7,874
--------- --------- ---------
Net cash provided by (used in) operating
activities........................... 2,323 (2,067) (2,826)
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sale of property, plant
and equipment...................................... 18 6 29
Payment for acquisition and construction of
property, plant and equipment..................... (6) (4) (43)
--------- --------- ---------
Net cash provided by (used in) investing
activities........................... 12 2 (14)
--------- --------- ---------
Cash flows from financing activities:
New borrowings...................................... 137 2,000 1,390
Repayment of borrowings............................. (1,982) (10) (8)
--------- --------- ---------
Net cash provided by (used in) financing
activities............................ (1,845) 1,990 1,382
--------- --------- ---------
Net increase (decrease) in cash and short term
investments.......................................... 490 (75) (1,458)
Cash and short term investments, at beginning
of year.............................................. 907 982 2,440
--------- --------- ---------
Cash and short term investments, at end of year....... $ 1,397 $ 907 $ 982
========= ========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
31
<PAGE>
STATEMENTS OF CONSOLIDATED CASH FLOWS - (Continued)
THE DELTONA CORPORATION AND SUBSIDIARIES
(in thousands)
Reconciliation of net income (loss) to net cash provided by (used in) operating
activities:
<TABLE>
<CAPTION>
Years Ended
------------------------------------------
December 31, December 31, December 31,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Net income (loss)........................................ $ (1,326) $ (896) $ (2,203)
-------- -------- --------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 46 60 64
Provision for estimated uncollectible sales and
recourse obligations............................... 1,528 1,706 1,500
Contract valuation discount, net of amortization.... 238 279 30
Net (gain) loss on sale of property, plant
and equipment..................................... (18) 35 (19)
Extraordinary gain on settlement related to the
Marco refund obligation........................... -0- (331) (702)
Provision for recourse obligations.................. 840 -0- -0-
(Increase) decrease in assets and increase (decrease) in
liabilities:
Gross contracts receivable plus deductions from
reserves........................................... 2,501 (3,349) (936)
Mortgages and other receivables..................... (907) 29 830
Land and land improvements.......................... 673 844 (8)
Housing completed or under construction and other... -0- 5 44
Prepaid expenses and other.......................... 115 71 (154)
Accounts payable, accrued expenses and other........ 1,086 1,461 1,244
Customers' deposits................................. (103) 38 32
Allowance for Marco permit costs.................... -0- (1,018) (846)
Deferred revenue.................................... (2,350) (1,001) (1,702)
-------- -------- --------
Total adjustments and changes................... 3,649 (1,171) (623)
-------- -------- --------
Net cash provided by (used in) operating activities...... $ 2,323 $ (2,067) $ (2,826)
======== ======== ========
Supplemental disclosure of non-cash investing
and financing activities:
Assets assigned or conveyed as a reduction of accrued
expenses, mortgages and notes payable and settlement
of Marco refund obligation:
Contracts and mortgages receivable (net)............ $ -0- $ -0- $ -0-
======== ======== =======
Reduction of accrued interest as a result of the
capitalization of interest to principal................ $ 1,130 $ -0- $ 4,200
======== ======== =======
Reduction of accrued interest as a result of forgiveness
of interest............................................. $ 2,050 $ -0- $ -0-
======== ======== =======
Reduction of accrued interest and mortgage notes
payable as a result of an exchange of
land, property and common stock........................ $ 11,689 $ -0- $ 2,694
======== ======== =======
Reduction of property, plant and equipment as a result
of exchange of debt.................................... $ -0- $ -0- $ 112
======== ======== =======
Reduction of land as a result of an exchange of debt..... $ 1,953 $ -0- $ 674
======== ======== =======
Reduction of deferred revenue as a result of assumption
of the development obligation by a related party........ $ 1,901 $ -0- $ -0-
======== ======== =======
Reduction of accrued expenses as a result of the
settlement of an obligation with a prior landlord...... $ -0- $ -0- $ 500
======== ======== =======
Common Stock issued for reduction of long-term debt...... $ 6,810 $ -0- $ -0-
======== ======== =======
Common stock issued for Marco permit costs............... $ -0- $ 30 $ 101
======== ======== =======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
32
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
1. Basis of Presentation and Significant Accounting Policies
Basis of Presentation - Going Concern
The accompanying financial statements of The Deltona Corporation and
subsidiaries (the "Company") have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has incurred a loss from operations for 1995 of $2,905,000, for
1996 of $1,227,000 and for 1997 of $1,326,000, resulting in a stockholders'
deficiency of $5,614,000 as of December 31, 1997.
Following the completion of the restructuring of its debt in 1997 (see Note
5), the Company commenced the implementation of its business plan by redirecting
its focus to single-family housing with the development of TimberWalk. Since
1992, the Company has been largely dependent upon Yasawa and related parties for
financing of its operations. The transactions described in Note 5 with Selex,
Yasawa, Scafholding and Swan, provided the Company with a portion of its
financing requirements enabling the Company to commence implementation of the
marketing program and attempt to accomplish the objectives of its business plan,
but additional financing will be required in 1998. As a consequence of its
liquidity position, the Company continues to be in default on certain
obligations, principally its obligation to pay certain real estate taxes. (See
Note 5.)
The consolidated financial statements do not include any adjustments
relating to the recoverability of asset amounts or the amounts of liabilities
should the Company be unable to continue as a going concern.
Due to its liquidity problems over the last five years, the Company has
been forced to delay payment of certain real estate taxes. The Company has been
dependent upon its ability to sell or otherwise finance contracts receivable
and/or secure other financing sources to meet its cash requirements. Since 1992,
the Company has been largely dependent upon Yasawa and related parties for
financing of its operations. Although Yasawa and Scafholding have committed to
provide the Company with financing of its contracts receivables at the rate of
65% of face value, with recourse, there can be no guarantee that the Company
will be able to generate sufficient receivables to meet its cash flow
requirements.
Significant Accounting Policies
The Company's consolidated financial statements are prepared in accordance
with generally accepted accounting principles. Material intercompany accounts
and transactions are eliminated.
The Company sells homesites under installment contracts which provide for
payments over periods ranging from 2 to 10 years. Since the fourth quarter of
1991, the Company has offered only developed lots for sale. Sales of homesites
are recorded under the percentage-of-completion method in accordance with
Statement of Financial Accounting Standards No. 66, "Accounting for Sales of
Real Estate" ("FASB No. 66"). Since 1991, the Company has not recognized a sale
until it has received 20% of the contract sales price. During 1997, 1996 and
1995, approximately 87%, 94% and 72%, respectively, of sales were through a
single independent dealer in New York.
At the time of recording a sale the Company records an allowance for the
estimated cost to cancel the related contracts receivable through a charge to
the provision for uncollectible sales. The amount of this provision and the
adequacy of the allowance is determined by the Company's continuing evaluation
of the portfolio and past cancellation experience. While
33
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
1. Basis of Presentation and Significant Accounting Policies ( continued)
the Company uses the best information available to make such evaluations, future
adjustments to the allowance may be necessary as a result of future national and
international economic and other conditions that may be beyond the Company's
control. Changes in the Company's estimate of the allowance for previously
recognized sales will be reported in earnings in the period in which they become
estimable and are charged to the provision for uncollectible contracts.
Land improvement costs are allocated to individual homesites based upon the
relationship that the homesite's sales price bears to the total sales price of
all homesites in the community. The estimated costs of improving homesites are
based upon independent engineering estimates made in accordance with sound cost
estimation and provide for anticipated cost-inflation factors. The estimates are
systematically reviewed. When cost estimates are revised, the percentage
relationship they bear to deferred revenues is recalculated on a cumulative
basis to determine future income recognition as performance takes place.
Sales of houses and vacation ownership units, as well as all related costs
and expenses, are recorded at the time of closing.
Interest costs directly related to, and incurred during, a project's
construction period are capitalized. No interest has been capitalized in 1995,
1996 and 1997.
Property, plant and equipment is stated at cost. Depreciation is provided
by the straight-line method over the estimated useful lives of the respective
assets. Additions and betterments are capitalized, and maintenance and repairs
are charged to income as incurred. Generally, upon the sale or retirement of
assets, the accounts are relieved of the costs and related accumulated
depreciation and any gain or loss is reflected in income.
When property exchanges and refund transactions are consummated under the
Consent Order (see Note 8), any resulting loss is charged against the allowance
included in accrued expenses and other. The Company accrues interest on its
refund obligations in accordance with the customer refund programs.
For the purposes of the statements of cash flows, the Company considers its
investments, which are comprised of short term, highly liquid investments
purchased with a maturity of three months or less, to be cash equivalents.
In accordance with Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
( SFAS No. 121), long-lived assets, such as inventories and property, plant and
equipment to be held and used are to be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amounts of an asset may
not be recoverable. As of December 31, 1997, there were no assets considered
impaired under the provisions of the Statement.
The estimated fair values of financial instruments have been determined by
the Company using available market information and appropriate valuation
methods. Considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts the Company could realize or incur
in a current market exchange. The use of different market assumptions and/or
estimation methods may have a material effect on the estimated fair value
amounts. The Company's financial instruments consist of cash and cash
equivalents, contracts and mortgages receivable, and similar debt. The carrying
amount of cash and cash equivalents are reasonable estimates of fair value. The
fair value of contracts and mortgages receivable and similar debt has been
estimated using interest rates currently available for similar terms. The
carrying value of the contracts and mortgages receivable and similar debt
approximates fair value.
34
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
1. Basis of Presentation and Significant Accounting Policies ( continued)
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. Contracts and Mortgages Receivable
At December 31, 1997, interest rates on contracts receivable outstanding
ranged from 5% to 12% per annum (weighted average approximately 8.5%). The
approximate principal maturities of contracts receivable were:
<TABLE>
<CAPTION>
December 31,
1997
--------------
(in thousands)
<S> <C>
1998.................................................$ 755
1999................................................. 728
2000................................................. 670
2001................................................. 677
2002................................................. 613
2003 and thereafter.................................. 913
--------
Total.......................................$ 4,356
========
</TABLE>
If a regularly scheduled payment on a contract remains unpaid 30 days after
its due date, the contract is considered delinquent. Aggregate delinquent
contracts receivable at December 31, 1997 and 1996 approximate $1,151,000 and
$910,000, respectively.
Information with respect to interest rates and average contract lives used
in valuing new contracts receivable generated from sales follows:
<TABLE>
<CAPTION>
Average Average Stated Discounted
Years ended Term Interest Rate to Yield
----------- ---------- -------------- ----------
<S> <C> <C> <C>
December 31, 1997......................... 91 months 8.8% 13.5%
December 31, 1996......................... 89 months 7.8% 13.5%
December 31, 1995......................... 92 months 8.2% 13.5%
</TABLE>
In June, 1992 and February, 1990, the Company completed sales of contracts
and mortgages receivable totaling $13,500,000 and $17,000,000, respectively,
which generated approximately $8,000,000 and $13,900,000 respectively, in net
proceeds to the Company. The anticipated costs of the June, 1992 transaction
were included in the extraordinary loss from debt restructuring for 1991 since
the restructuring was dependent on the sale. The Company recorded a loss of
$600,000 on the February, 1990 sale. In conjunction with these sales the Company
granted the purchaser a security interest in certain additional contracts
receivable of approximately $2,700,000 and conveyed all of its rights, title and
interest in the property underlying such contracts to a collateral trustee. In
addition, these transactions, among other things require that the Company
replace or repurchase any receivable that becomes 90 days delinquent upon the
request of the purchaser. Such requirement can be satisfied from contracts in
which the purchaser holds a security interest (approximately $2,734,000 as of
December 31, 1997). The purchaser of these receivables experienced financial
difficulty and filed in 1994 for protection under Chapter 11 of the Federal
Bankruptcy Code. In November 1995, the purchaser of these receivables sold the
portfolio to Finova Capital Corporation. The Company is unable to determine what
effect this will have, if any, on future cancellations
35
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
2. Contracts and Mortgages Receivable - (Continued)
since it is unable to determine how the bankruptcy or the subsequent sale of the
portfolio will impact servicing and collection procedures and the customers'
determination to continue to pay under those contracts. The Company has fully
reserved for the estimated future cancellations based on the Company's
historical experience for receivables the Company services. However, due to the
uncertainty noted above, the Company does not feel there is sufficient
information to estimate future cancellations and is unable to determine the
adequacy of its reserves to replace or repurchase receivables that become
delinquent. In 1997, the Company did not replace any delinquent receivables. As
of December 31, 1997 and 1996, $1,279,000 and $1,069,000 in receivables were
delinquent, respectively.
In December, 1992, as described above, the Company sold $10,800,000 of
contracts and mortgages receivable to an affiliate of Yasawa at face value,
applying the proceeds therefrom to reduce the Bank Loan acquired by Yasawa.
In March, 1993, the Company transferred $1,600,000 in contracts and
mortgages receivable generating approximately $1,059,000 in proceeds to the
Company, which was used for working capital and the creation of a holdback
account in the amount of $150,000. As of December 31, 1997, the balance of the
holdback account as approximately $121,000.
In December 1997, Scafholding purchased approximately $7,500,000 in
contracts receivable from the Company at seventy-five percent (75%) of face
value with recourse for non-performing contracts. This sale generated
approximately $5.6 million, $1,982,457 of which was used to reduce outstanding
debt to Yasawa. The balance (of which $1 million is in the form of a promissory
note from Scafholding to the Company expected to be satisfied by mid-1998) will
be used by the Company to pay a portion of the delinquent real estate taxes, to
implement its marketing programs, to initiate development of TimberWalk and to
meet the Company's working capital requirements.
The Company was the guarantor of approximately $14,324,000 of contracts
receivable sold or transferred as of December 31, 1997, for the transactions
described above and had $121,000 on deposit with purchasers of the receivables
as security to assure collectibility as of such date. A provision has been
established for the Company's obligation under the recourse provisions of which
$3,280,000 remains at December 31, 1997. The Company has been in compliance with
all receivable transactions since the consummation of receivable sales.
In the future, if the Company elects to do so, Yasawa and Scafholding have
agreed to purchase future contracts receivable at 65% of face value, with
recourse, to meet the Company's ongoing capital requirements.
3. Inventories
Information with respect to the classification of inventory of land and
improvements including land held for sale or transfer is as follows (other
inventories consists primarily of vacation ownership units completed):
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
(in thousands)
<S> <C> <C>
Unimproved land..................................$ 420 $ 420
Land in various stages of development............ 1,888 3,708
Fully improved land.............................. 5,141 6,159
-------- --------
Total...................................$ 7,449 $ 10,287
======== ========
</TABLE>
36
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
4. Property, Plant and Equipment
Property, plant and equipment and accumulated depreciation consist of the
following:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
---------------------- ----------------------
Accumulated Accumulated
Cost Depreciation Cost Depreciation
------ ------------ ------ ------------
(in thousands)
<S> <C> <C> <C> <C>
Land and land improvements......... $ 74 $ -0- $ 74 $ -0-
Other buildings, improvements and
furnishings...................... 1,013 746 1,013 717
Construction and other equipment... 675 642 713 670
-------- -------- ------- -------
Total.......................... $ 1,762 $ 1,388 $ 1,800 $ 1,387
======== ======== ======= =======
</TABLE>
Depreciation charged to operations for the years ended December 31, 1997,
1996 and 1995 was approximately $46,000, $60,000 and $64,000, respectively. In
1996 the Company evaluated its property, plant and equipment resulting in the
write off of approximately $1,044,000 in obsolete equipment and furniture,
resulting in a loss of $40,000.
5. Mortgages and Similar Debt
Indebtedness under various purchase money mortgages and loan agreements is
collateralized by substantially all of the Company's assets, including stock of
certain wholly-owned subsidiaries.
The Company, Selex and Yasawa entered into loan modification agreements in
which all accrued interest was converted into non-interest bearing principal at
the earlier of the maturity date or the default date. Accordingly, at December
31, 1995, $4,200,000 of accrued interest was reclassified as principal. The
loans were also modified to formalize the elimination of the default interest
rate provisions in each of the applicable loan agreements.
Prior to November 4, 1997 and independent of the Agreement outlined below,
Selex and Yasawa agreed to forgive $2,050,818 in accrued interest on the
Company's debt to them.
Effective December 30, 1997, the Company and its lenders consummated
several transactions that resulted in a reduction in the Company's outstanding
debt obligation through the conveyance of all remaining land inventory and
obligations in the Company's St. Augustine Shores Subdivision and the issuance
of approximately 6.8 million shares of Common Stock at $1.00 per share (par
value). Additionally, the lenders purchased $7,500,000 in contracts receivable
from the Company to generate working capital and further reduce the debt
obligation. Selex sold its remaining debt ($2,664,736), including the Empire
note, to Yasawa and the Company owes no further duty or obligation to Selex,
which provided the Company a release. The debt purchased by Yasawa was satisfied
through Yasawa's purchase of 2,664,736 shares of Common Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value. Swan had previously acquired $5,529,501 of the Company's debt from
Selex. This $5,529,501 was satisfied through the Company's conveyance of all of
the Company's remaining land inventory and obligations in its St. Augustine
Shores Subdivision to Swan . The price, based upon appraised value, was adjusted
to take into account the development obligations on sold lots assumed by Swan.
Scafholding purchased approximately $7,500,000 in contracts receivable from the
Company at seventy-five percent (75%) of face value with recourse for
non-performing contracts. This sale generated approximately $5.6 million,
$1,982,457 of which was used to reduce outstanding debt to Yasawa. The balance
(of which $1 million is in the form of a promissory note from Scafholding to the
Company expected to be satisfied by mid-1998) will
37
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
5. Mortgages and Similar Debt - (Continued)
be used by the Company to pay a portion of the delinquent real estate taxes, to
implement its marketing programs, to initiate development of TimberWalk and to
meet the Company's working capital requirements. A $4,144,602 portion of the
Company's debt to Yasawa was satisfied through Yasawa's purchase of 4,144,602
shares of Common Stock issued by the Company at a per share conversion price of
One Dollar ($1.00), which is equal to par value.
The following table presents information with respect to mortgages and
similar debt (in thousands):
<TABLE>
<CAPTION>
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Mortgage Notes Payable ................................... $ 6,693 $ 18,707
Other Loans............................................... 2,294 3,661
-------- --------
Total mortgages and similar debt...................... $ 8,987 $ 22,368
======== ========
</TABLE>
Included in Mortgage Notes Payable is the Yasawa Loan ($6,693,000 as of
December 31, 1997; included in Other Loans is the Scafholding Loan ($2,294,000
as of December 31, 1997). The Scafholding Loan is secured by a first lien on the
Company's receivables. The Yasawa Loan is secured by a second lien on the
Company's receivables and a mortgage on all of the Company's property. As of
December 31, 1997, loans outstanding to Yasawa and Scafholding totaled
$8,987,000. The terms of repayment of this debt have been restructured to
provide for monthly payments of principal in the amount of $100,000 payable
monthly in cash or with contracts receivable at 100% of face value, plus
interest payable monthly on the declining balance at the rate of 9.6% per annum
in cash or with contracts receivable at 65% of face value.
6. Income Taxes
Effective December 26, 1992, the Company adopted Statement of Accounting
Standard No. 109 "Accounting for Income Taxes." There was no effect from the
adoption of this standard. Under this standard deferred income assets and
liabilities are computed annually for the difference between financial
statements and the tax bases of assets and liabilities that will result in
taxable or deductible amounts in the future bases on enacted tax and rates
applicable to periods in which the differences are expected to affect taxable
income. Income tax expense is the tax payable or refundable for the period plus
or minus the change during the period in deferred assets and liabilities.
For the years ended December 31, 1997 and 1996, the Company had a net loss
for tax purposes and there was no material amount of taxes payable or
refundable. Accordingly, there was no tax provision for such years.
As of December 31, 1997, the Company had a net deferred tax asset of
approximately $22,868,000 which primarily resulted from the tax effect of the
Company's net operating loss carryforward of $14,893,000 and losses on
subsidiaries sold in prior years of $3,960,000. A valuation allowance of
$22,868,000 has been established against the net deferred tax asset.
As of December 31, 1996, the Company had a net deferred tax asset of
approximately $22,356,000 which primarily resulted from the tax effect of the
Company's net operating loss carryforward of $16,489,000 and losses on
subsidiaries sold in prior years of $3,960,000. A valuation allowance of
$22,356,000 has been established against the net deferred tax asset.
The Company's regular net operating loss carryover for tax purposes is
estimated to be $38,603,000 at December 31, 1997, of which $6,862,000 was
available through 1999, $364,000 through 2002, $9,189,000 through 2005,
$9,780,000 through 2006, $5,029,000 through 2008, $5,402,000 through 2009, and
the remainder through 2011. In addition to the net operating loss carryover,
investment tax credit carryovers of approximately $116,000, which expire from
1997
38
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
6. Income Taxes - (Continued)
through 2001, are available to reduce federal income tax liabilities only after
the net operating loss carryovers have been utilized.
The utilization of the Company's net operating loss and tax credit carry
forwards could be impaired or reduced under certain circumstances, pursuant to
changes in the federal income tax laws effected by the Tax Reform Act of 1986.
Events which affect these carryforwards include, but are not limited to,
cumulative stock ownership changes of 50% or more over a three-year period, as
defined, and the timing of the utilization of the tax benefit carryforwards.
7. Liability for Improvements
The Company has an obligation to complete land improvements upon deeding
which, depending on contractual provisions, typically occurs within 90 to 120
days after the completion of payments by the customer. The estimated cost of the
remaining development obligation to sold lots and tracts as of December 31, 1997
and 1996 was approximately $1,159,000 and $15,152,000, respectively. The
foregoing estimates reflect the Company's current development plans at its
communities (see Note 8). These estimates include: estimated development
obligations applicable to sold lots of approximately $25,000 and $1,134,000,
respectively; a liability to provide title insurance and deeding costs of
$676,000 and $1,139,000, respectively; and an estimated cost of street
maintenance, prior to assumption of such obligations by local governments, of
$458,000 and $880,000, respectively; all of which are included in deferred
revenue. Included in cash at December 31, 1997 and December 31, 1996, are escrow
deposits of $50,000 and $360,000, respectively, restricted for completion of
improvements in certain of the Company's communities. The Company's development
obligation was substantially reduced in 1997 by consummation of the Agreement
approved by the Stockholders on November 4, 1997. Approximately $7,400,000 of
the development obligation at St. Augustine Shores was assumed by Swan. In
addition, the creation of a Lot Exchange Trust reduced the development
obligation at Marion Oaks and Sunny Hills by approximately $5,800,000.
In May, 1994 the Company implemented a program to have customers who had
contracted to purchase property which is undeveloped exchange such property for
developed property. As of December 31, 1997, approximately 85% of such customers
have opted to exchange or have had their situations otherwise resolved. On
December 30, 1997, the Division approved the formation of a Lot Exchange Trust
into which the Company conveyed sufficient exchange inventory to provide
exchanges to customers with undeveloped lots. Concurrently, the Division
released its lien on the Company's contracts receivable, satisfied its mortgage
on the Company's property and approved a settlement of all remaining issues
under the 1992 Deltona Consent Order.
The anticipated expenditures for land improvements, title insurance and
deeding to complete areas from which sales have been made through December 31,
1997 are as follows:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
(in thousands)
<S> <C>
1998....................................$ 354
1999.................................... 350
2000.................................... 160
2001+................................... 295
--------
Total..............................$ 1,159
========
</TABLE>
39
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
8. Commitments and Contingent Liabilities
Total rental expense for the years ended December 31, 1997, December 31,
1996 and December 31, 1995 was approximately $121,000, $148,000 and $172,000,
respectively.
The Company has no real estate leases that extend beyond 1998. Estimated
rental expense under these leases is expected to be approximately $103,000
annually. The Company has no material equipment leases.
Homesite sales contracts provide for the return of all monies paid in
(including paid-in interest) should the Company be unable to meet its
contractual obligations after the use of reasonable diligence. If a refund is
made, the Company will recover the related homesite and any improvement thereto.
As a result of the delays in completing the land improvements to certain
property sold in certain of its Central and North Florida communities, the
Company fell behind in meeting its contractual obligations to its customers. In
connection with these delays, the Company, in February, 1980, entered into a
Consent Order with the Division which provided a program for notifying affected
customers. The Consent Order, which was restated and amended, provided a program
for notifying affected customers of the anticipated delays in the completion of
improvements (or, in the case of purchasers of unbuildable lots in certain areas
of the Company's Sunny Hills community, the transfer of development obligations
to core growth areas of the community); various options which may be selected by
affected purchasers; a schedule for completing certain improvements; and a
deferral of the obligation to install water mains until requested by the
purchaser. Under an agreement with Topeka, Topeka's utility companies agreed to
furnish utility service to the future residents of the Company's communities on
substantially the same basis as such services were provided by the Company. The
Consent Order also required the establishment of an improvement escrow account
as assurance for completing such improvement obligations.
In June, 1992, the Company entered into the 1992 Consent Order with the
Division, which replaced and superseded the original Consent Order, as amended
and restated. Among other things, the 1992 Consent Order consolidated the
Company's development obligations and provided for a reduction in its required
monthly escrow obligation to $175,000 from September, 1992 through December,
1993. Beginning January, 1994 and until development is completed or the 1992
Consent Order is amended, the Company was required to deposit $430,000 per month
into the escrow account. As part of the assurance program under the 1992 Consent
Order, the Company and its lenders had granted the Division a lien on certain
receivables and future receivables. The Company defaulted on its obligation to
escrow $430,000 per month for the period of January, 1994 through November 1997.
In accordance with the 1992 Consent Order, collections on Division receivables
were escrowed for the benefit of purchasers from March 1, 1994 through April 30,
1994. In May, 1994 the Company implemented a program to have customers who had
contracted to purchase property which is undeveloped exchange such property for
developed property. As of December 31, 1997, approximately 85% of such customers
have opted to exchange or have had their situations otherwise resolved.
On December 30, 1997, the Division approved the formation of a Lot Exchange
Trust into which the Company conveyed sufficient exchange inventory to provide
exchanges to customers with undeveloped lots. Concurrently, the Division
released its lien on the Company's contracts receivable, satisfied its mortgage
on the Company's property and approved a settlement of all remaining issues
under the 1992 Deltona Consent Order.
As of December 31, 1997, the Company had estimated development obligations
of approximately $25,000 on sold property, an estimated liability to provide
title insurance and deeding costing $676,000 and an estimated cost of street
maintenance, prior to assumption of such obligations by local governments, of
$458,000, all of which are included in deferred revenue. The total cost to
complete improvements at December 31, 1997, including the previously mentioned
40
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
8. Commitments and Contingent Liabilities - (Continued)
obligations, was estimated to be approximately $1,159,000. As of December
31, 1997 and December 31, 1996 the Company had in escrow approximately $50,000
and $360,000, respectively, specifically for maintenance and improvements at
certain of its Central and North Florida communities. The Company's development
obligation was substantially reduced in 1997 by the consummation of the
Agreement approved by the stockholders on November 4, 1997. Approximately
$7,400,000 of the development obligation at St. Augustine Shores was assumed by
Swan. In addition, the creation of a Lot Exchange Trust reduced the development
obligation at Marion Oaks and Sunny Hills by approximately $5,800,000.
The Company's continuing liquidity problems have precluded the timely
payment of the full amount of certain real estate taxes. Delinquent real estate
taxes aggregated approximately $1,485,000 as of December 31, 1997. On properties
where customers have contractually assumed the obligation to pay into a tax
escrow maintained by the Company, the Company has and will continue to pay
delinquent real estate taxes as monies are collected from customers. Of the
$1,485,000 in delinquent real estate taxes, approximately $112,000 relates to
sold lots on which the customer has assumed the obligation to pay but has not
done so.
During 1997, the Company was successful in settling the lawsuit entitled
Lee Su Wen Ni et. al. v. The Deltona Corporation and Scafholding B.V., Case No.
95-4422-CA-E, which was filed in the Circuit Court of Marion County, Florida on
October 11, 1995. The plaintiff had alleged that the liquidated damages
provision in the Company's installment contracts for the sale of its properties
was unenforceable under Florida Law and contested the method utilized by the
Company to calculate actual damages in the event of contract cancellations.
Pursuant to the settlement, the claims and the case were dismissed with
prejudice.
In addition to the matters discussed above and in Note 9, the Company is a
party to other litigation relating to the conduct of its business which is
routine in nature and, in the opinion of the management, should have no material
effect upon the Company's operation.
9. Marco Island-Marco Shores Permits
On April 16, 1976, the U.S. Army Corps of Engineers (the "Corps") denied
the Company's application for dredge and fill permits required to complete
development of the Marco Island community. These denials adversely affected the
Company's ability to obtain the required permits for the Marco Shores community
as originally platted. Following the denials, the Company instituted legal
proceedings, implemented various programs to assist its customers affected by
the Corps' action, and applied for permits from certain administrative agencies
for other areas of the Company's Marco ownership.
On July 20, 1982, the Company entered into an agreement with the State of
Florida and various state and local agencies (the "Settlement Agreement"),
endorsed by various environmental interest groups, to resolve pending litigation
and administrative proceedings relative to the Marco permitting issues. The
Settlement Agreement became effective when, pursuant thereto, approximately
12,400 acres of the Company's Marco wetlands were conveyed to the State in
exchange for approximately 50 acres of State-owned property in Dade County,
Florida. In October, 1987, the Company sold the Dade County property for
$9,000,000. The Settlement Agreement also allowed the Company to develop as many
as 14,500 additional dwelling units in the Marco vicinity. On October 11, 1991,
1,300 acres of Marco property (7,000 dwelling units) were conveyed to the
Company's lenders for debt reduction.
41
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
9. Marco Island-Marco Shores Permits - (Continued)
The Company placed certain properties in trust to meet its refund
obligation to affected customers. On September 14, 1992, the Circuit Court of
Dade County, Florida approved a settlement of certain class action litigation
instituted by customers affected by the Marco permit denials, under the terms of
which the Company was required, among other things, to convey more than 120
acres of multi-family and commercial land that had been placed in trust to the
trustee of the 809 member class. As part of the settlement, the Company
guaranteed the amount to be realized from the sale of the conveyed property.
This guaranteed amount shall not exceed $2,000,000.
Following the closing in 1995 on a majority of the property conveyed to the
Trust, the Company recorded an extraordinary gain of $702,000 resulting from a
reduction in the amount of its guarantee pursuant to the Settlement Agreement.
In September, 1996 the Company satisfied all remaining obligations under
the Settlement Agreement resulting in an additional gain of $331,000.
10. Common Stock and Basic earnings per Share Information
Effective December 30, 1997, the Company entered into agreements with its
lenders to substantially reduce the Company's outstanding debt obligation.
Yasawa purchased 6,809,338 shares of Common Stock issued by the Company at a per
share conversion price of One Dollar ($1.00), which is equal to par value, in
satisfaction of $6,809,338 of the Company's debt to Yasawa. Through Yasawa's
acquisition of the 6,809,338 shares of Common Stock of the Company referenced
above, Mr. Antony Gram's beneficial ownership increased from 3,109,703 shares to
9,919,041 shares (73.23% of the outstanding shares of Common Stock of the
Company as of March 20, 1998).
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 128 in the fourth quarter of 1997. SFAS No. 128 requires a dual presentation
of basic and diluted earnings per share on the face of the income statement.
Basic earnings per share excludes dilution and is computed by dividing income or
loss attributable to common shareholders by the weighted-average number of
common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were converted into common stock, but such securities or
contracts are excluded if their effects would be anti-dilutive. All prior-period
loss per share data has been computed in accordance with SFAS No. 128.
The net loss and the average number of shares of common stock and common
stock equivalents used to calculate basic earnings (loss) per share for 1997,
1996 and 1995 were $(1,326,000), $(896,000) and $(2,203,000) and 6,753,587,
6,729,748 and 6,699,923, respectively.
42
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THE DELTONA CORPORATION AND SUBSIDIARIES
11. Business Segments
<TABLE>
<CAPTION>
Years ended
-------------------------------------------------------------------------
December 31, December 31, December 31, December 31, December 25,
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues
Real estate:
Net land sales<F1>....... $ 4,045 $ 4,296 $ 2,394 $ 2,058 $ 2,432
Housing revenues......... 1,214 1,202 1,383 2,543 344
Improvement revenues<F2>. 2,366 1,008 1,052 1,214 4,725
Interest income<F3>...... 1,367 1,464 1,019 1,046 1,197
Other.................... -0- -0- -0- -0- 67
-------- -------- -------- -------- --------
Total real estate...... 8,992 7,970 5,848 6,861 8,765
Other<F4>.................. 617 963 1,030 1,832 3,447
Intersegment sales<F5>..... (184) (283) (190) (152) (113)
-------- -------- -------- -------- --------
Total.................. $ 9,425 $ 8,650 $ 6,688 $ 8,541 $ 12,099
======== ======== ======== ======== ========
Operating profits (losses)
Real estate................ $ 3,052 $ 3,077 $ 1,377 $ 1,055 $ (3,073)
Other...................... 185 443 341 1,032 279
General corporate expense.. (3,018) (2,966) (2,981) (4,147) (4,721)
Interest expense........... (1,545) (1,781) (1,642) (1,847) (1,257)
-------- -------- -------- -------- --------
Income (loss) from
continuing operations
before income taxes
and extraordinary items... $ (1,326) $ (1,227) $ (2,905) $ (3,906) $ (8,772)
======== ======== ======== ======== ========
<CAPTION>
Real
Estate Other Corporate Total
------ -------- --------- --------
<S> <C> <C> <C> <C> <C>
Identifiable assets........ 1997 $ 13,107 $ 404 $ 49 $ 13,560
1996 18,864 502 56 19,422
1995 18,623 289 268 19,180
Depreciation expense....... 1997 $ 25 $ 5 $ 16 $ 46
1996 38 5 17 60
1995 34 5 25 64
Capital expenditures....... 1997 $ 6 $ -0- $ -0- $ 6
1996 2 -0- 2 4
1995 24 -0- 19 43
<FN>
- -----------------------
<F1> Net land sales consist of gross land sales less estimated uncollectible
installment sales and contract valuation discount and, prior to 1992,
deferred revenue (see Notes 1, 2 and 7 to Consolidated Financial
Statements).
<F2> Improvement revenues consist of revenue recognized due to completion of
improvements on prior period sales and exchanges from undeveloped to
developed lots.
<F3> Interest income primarily consists of interest earned on contracts and
mortgages receivable and on temporary cash investments and the
amortization of valuation discounts.
<F4> Other consists of revenues from sales other than real estate, the major
portion of which came from the country club operations in prior years.
In 1994, the major portion consists of a gain of $1,051,000 from the
termination of its office lease on its Miami corporate headquarters.
<F5> Intersegment sales consist primarily of sales between the Company and
its title insurance subsidiary.
</FN>
</TABLE>
43
<PAGE>
SUPPLEMENTAL UNAUDITED QUARTERLY FINANCIAL DATA
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Extraordinary
(Loss) Item: Gain on
From Settlement
Operations Relating to
Before (Loss) the Net
Income From Marco Refund Income
Revenues Taxes Operations Obligation (Loss)
-------- ---------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C>
1997
First.... $ 2,072 $ (429) $ (429) $ -0- $ (429)
Second... 2,291 (174) (174) -0- (174)
Third.... 1,631 (627) (627) -0- (627)
Fourth... 3,431 (96) (96) -0- (96)
-------- -------- -------- -------- -------
Total...... $ 9,425 $ (1,326) $ (1,326) $ -0- $(1,326)
======== ======== ======== ======== =======
1996
First.... $ 2,017 $ (404) $ (404) $ -0- $ (404)
Second... $ 2,251 $ (179) $ (179) $ -0- $ (179)
Third.... $ 2,607 $ (151) $ (151) $ 331 $ 180
Fourth... $ 1,775 $ (493) $ (493) $ -0- $ (493)
-------- -------- -------- -------- -------
Total...... $ 8,650 $ (1,227) $ (1,227) $ 331 $ (896)
======== ======== ======== ======== =======
1995
First.... $ 1,829 $ (667) $ (667) $ 702 $ 35
Second... 1,920 (363) (363) -0- (363)
Third.... 1,218 (743) (743) -0- (743)
Fourth... 1,721 (1,132) (1,132) -0- (1,132)
-------- -------- -------- -------- -------
Total...... $ 6,688 $ (2,905) $ (2,905) $ 702 $(2,203)
======== ======== ======== ======== =======
<CAPTION>
Basic earnings (Loss) Per Share<F1>
- -------------------------------
Extraordinary Net Income
Operations Items (Loss)
---------- ------------- ----------
<S> <C> <C> <C>
1997
First...................... $ (.06) $ .00 $ (.06)
Second..................... $ (.03) $ .00 $ (.03)
Third...................... $ (.09) $ .00 $ (.09)
Fourth..................... $ (.01) $ .00 $ (.01)
------- -------- --------
Total............................... $ (.20) $ .00 $ (.20)
======= ======== ========
1996
First...................... $ (.06) $ .00 $ (.06)
Second..................... $ (.03) $ .00 $ (.03)
Third...................... $ (.02) $ .05 $ .03
Fourth..................... $ (.07) $ .00 $ (.07)
------- -------- -------
Total............................... $ (.18) $ .05 $ (.13)
======= ======== =======
1995
First...................... $ (.10) $ .10 $ .00
Second..................... (.05) .00 (.05)
Third...................... (.11) .00 (.11)
Fourth..................... (.17) .00 (.17)
------- -------- --------
Total............................... $ (.43) $ .10 $ (.33)
======= ======== ========
<FN>
- -------------------
<F1> Total shown does not agree with basic earnings per share set forth in
the Company's Statement of Consolidated Operations for the year ended
December 31, 1997 due to differences in the calculation of the
weighted average number of shares outstanding at the end of each
quarter during the year.
</FN>
</TABLE>
44
<PAGE>
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
See Item 8, Index to Consolidated Financial Statements and
Supplemental Data.
(a) 2. Financial Statement Schedules
Page
-----
Independent Auditors' Report.......................... 46
Schedule VIII - Valuation and qualifying accounts for
the three years ended December 31, 1997............. 47
All other schedules are omitted because they are not applicable or not required,
or because the required information is included in the Consolidated Financial
Statements or Notes thereto or the 1998 Annual Meeting Proxy Statement to be
filed with the Securities and Exchange Commission pursuant to Regulation 14A,
incorporated herein by reference.
(a) 3. Exhibits
See the Exhibit Index included herewith.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed for the year ended December 31, 1997.
45
<PAGE>
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF THE DELTONA CORPORATION:
We have audited the consolidated financial statements of The Deltona
Corporation and subsidiaries (the "Company") as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997, and have
issued our report thereon dated March 25, 1998 (which expresses an unqualified
opinion and includes an explanatory paragraph relating to the Company's ability
to continue as a going concern), included elsewhere in this Annual Report on
Form 10-K. Our audits also included the financial statement schedules listed in
Item 14(a)2 of this Annual Report on Form 10-K. These financial statement
schedules are the responsibility of the Company's management. Our responsibility
is to express an opinion based on our audits. In our opinion, such financial
statement schedules, when considered in relation to the basic consolidated
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 25, 1998
46
<PAGE>
SCHEDULE VIII
THE DELTONA CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
<TABLE>
<CAPTION>
Additions
Charged to
Those Valuation and Qualifying Accounts Balance at Revenues, Deductions Balance at
Which are Deducted in the Balance Sheet Beginning Costs, and from End of
from the Assets to Which They Apply of Period Expenses Reserves Period
- -------------------------------------- --------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Year ended December 31, 1997
Allowance for uncollectible contracts<F1>.. $ 2,429 $ 1,528 $ 2,807 $ 1,150
========== ========= ========= =======
Unamortized contract valuation discount<F2>. $ 1,094 $ 520 $ 1,106 $ 508
========== ========= ========= =======
Year ended December 31, 1996
Allowance for uncollectible contracts<F1>.. $ 1,629 $ 1,706 $ 906 $ 2,429
========== ========= ========= =======
Unamortized contract valuation discount<F2> $ 829 $ 814 $ 549 $ 1,094
========== ========= ========= =======
Year ended December 31, 1995
Allowance for uncollectible contracts<F1>. $ 1,373 $ 850 $ 594 $ 1,629
========== ========= ========= =======
Unamortized contract valuation discount<F2> $ 913 $ 379 $ 463 $ 829
========== ========= ========= =======
<FN>
- ------------
<F1> Represents estimated uncollectible contracts receivable (see Notes 1
and 2 to Consolidated Financial Statements).
<F2> Represents the unamortized discount generated from initial valuations
of contracts receivable (see Notes 1 and 2 to Consolidated Financial
Statements).
</FN>
</TABLE>
47
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THE DELTONA CORPORATION
(Company)
By: /s/ Donald O. McNelley DATE: March 25, 1998
-----------------------------
Donald O. McNelley, Treasurer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on the date indicated.
/s/ Antony Gram
- ----------------------------------------
Antony Gram, Chairman of the Board of Directors
& Chief Executive Officer
/s/ Neil E. Bahr
- ----------------------------------------
Neil E. Bahr, Director
/s/Earle D. Cortright, Jr.
- ----------------------------------------
Earle D. Cortright, Jr., President,
Chief Operating Officer & Director
/s/George W. Fischer
- ----------------------------------------
George W. Fischer, Director
/s/Rudy Gram
- ----------------------------------------
Rudy Gram, Director
/s/Thomas B. McNeill
- -----------------------------------------
Thomas B. McNeill, Director DATE: March 25, 1998
48
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NAME EXHIBIT NUMBER
Index to Exhibits (Electronics) 99.1
Index to Exhibits 99.2
Letter to American Stock Transfer 2.(d)
Eighth Amendment and Consolidation of
Credit and Security Agreement 4.(n)
Renewal Promissory Note for $6,692,732 4.(o)
Consolidated Mortgage Modification and
Spreader Agreement 4.(p)
Partial Release of Mortgage and Financing
Statement 4.(q)
Satisfaction of Mortgage 4.(r)
Satisfaction of Mortgage 4.(s)
General Release from Selex International, B.V. 4.(t)
Renewal Promissory Note for $2,293,950 4.(u)
Satisfaction of Mortgage 4.(v)
UCC3 Form 4.(w)
Agreement of Purchase and Sale 10.(ii)
Agreement between Swan Development and the
Company concerning St. Augustine Shores
Exchange Program 10.(jj)
Agreement of Purchase and Sale concerning
sales of contracts and mortgages receivables 10.(kk)
Lot Exchange Trust Agreement 10.(ll)
Letter from the Division of Florida Land Sales,
Condominiums and Mobile Homes approving the
sale of St. Augustine Shores to Swan Development
Corporation, Inc. 10.(mm)
Letter from the Division of Florida Land Sales,
Condominiums and Mobile Homes approving the material
change for the sale of common stock, sale of
receivables, Lot Exchange Trust Agreement and
release of liens 10.(nn)
Statement of computation of net
income (loss) per common share 11
Subsidiaries of Company 21
Consent of Deloitte & Touche L.L.P. 23
Financial Data Schedule 27
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibits Page
- -------- ------------------------------------------------------- -------------
<S> <C> <C>
2(a) Purchase Agreement dated November 6, 1985, among
the Registrant, its utility subsidiaries and Topeka
Group Incorporated, including as exhibits thereto
the form of Deltona Warrant, the form of Utility
Subsidiary Warrant and the form of Security Agreement.
Incorporated herein by reference to Exhibit 2(a) to
the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1985.
2(b) Stock Redemption and Stock Purchase Agreement dated
November 8, 1985, by and among the Registrant, its
utility subsidiaries and Topeka Group Incorporated,
including as an exhibit the specimen Articles of
Amendment of Deltona Utilities, Inc. incorporated
herein by reference to Exhibit 2(b) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1985.
2(c) Agreement dated November 17, 1987 modifying the
November 6, 1985 Purchase Agreement among the Registrant,
its utility subsidiaries and Topeka Group, Incorporated,
including as an exhibit thereto a specimen Amended
Stock Redemption and Stock Purchase Agreement by and
among the Registrant, its utility subsidiaries and
Topeka Group, Incorporated.*
2(d) Letter to American Stock Transfer to Transfer
6,809,338 shares of common stock to Yasawa Holding
N.V.
3(a) Restated Certificate of Incorporation and Certificate
of Designation, Preferences and Rights relating to the
Series A Cumulative Preferred Stock of the Company.*
3(b) By-laws of the Company.++
4(a) Fifth Amended and Restated Credit and Security
Agreement dated as of March 25, 1987, between the
Company, certain subsidiaries of the Company,
Citibank, N.A., and certain other banks. Incorporated
herein by reference to Exhibit 4(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 27, 1987.
4(b) Modification Agreement, dated June 30, 1988, to
Exhibit 4(b). Incorporated by reference to Exhibit 4
to Company's Quarterly Report on Form 10-Q for the
quarter ended June 24, 1988.
4(c) Extension of Maturity Date, dated January 30, 1989, to
Exhibit 4(b).***
4(d) Extension of Maturity Date, dated January 31, 1990, to
Exhibit 4(b).****
4(e) Conveyance Agreement between the Company, certain
subsidiaries of the Company, Citibank, N.A., and
certain other banks. Incorporated herein by reference
to Exhibit 4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 27, 1991.
4(f) Sixth Amended and Restated Credit and Security
Agreement dated as of June 18, 1992, between the
Company, certain subsidiaries of the Company,
Citibank, N.A., and certain other banks, including
therewith the Receivables Sharing Agreement and the
form of Warrant issued to the banks.++
4(g) Option granted to Selex Sittard B.V., dated June 19,
1992. Incorporated by reference to Exhibit 4 to
Company's Quarterly Report on Form 10-Q for the
quarter ended June 26, 1992.
4(h) Waiver and Relinquishment by Selex Sittard B.V.,
dated September 14, 1992, as to certain shares under
option pursuant to that Option granted Selex Sittard
B.V. on June 19, 1992. Incorporated by reference to
Exhibit 4 to Company's Quarterly Report on Form 10-Q
for the quarter ended September 25, 1992.
4(i) Seventh Amendment to Credit and Security Agreement dated
December 2, 1992 by and among Yasawa Holdings, N.V., the
Company and certain subsidiaries of the Company.+++
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibits Page
- ------------ ------------------------------------------------------- --------------
<S> <C> <C>
4(j) Warrant Exercise and Debt Reduction Agreement dated
December 2, 1992 by and between the Company and
Yasawa Holdings, N.V.+++
4(k) Loan Agreement dated April 30, 1993 between the
Company and Selex International, B.V., including
therewith the Mortgage and Note entered into pursuant
thereto. Incorporated herein by reference to Exhibit
4 to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 26, 1993.
4(l) Loan Agreement dated July 14, 1993 between the
Company and Selex International B.V, including
therewith the Mortgage and Note entered into pursuant
thereto. Incorporated herein by reference to Exhibit
4 to the Company's Quarterly Report on Form 10-Q
dated June 25, 1993.
4(m) First, Second, Third, Fourth and Fifth Amendments to
Loan Agreement dated July 14, 1993 between the
Company and Selex International, B.V.,
Incorporated herein by reference to Exhibit 4 to the
Company's Report on Form 8-K dated February 17,
1994.
4(n) Eighth Amendment and Consolidation of Credit and
Security Agreement between the Company and Yasawa
dated November 13, 1997.
4(o) Renewal Promissory Note from Company to Yasawa in
the amount of $6,692,732 dated November 13, 1997.
4(p) Consolidated Mortgage Modification and Spreader
Agreement between the Company and Yasawa dated
November 13, 1997.
4(q) Partial Release of Mortgage and Financing Statement
from Company to Yasawa dated November 13, 1997.
4(r) Satisfaction of Mortgage dated November 13, 1997 from
Selex International, B.V. for Selex I loan.
4(s) Satisfaction of Mortgage dated November 13, 1997 from
Selex International, B.V. for Selex II loan.
4(t) General Release from Selex International, B.V. dated
November 13, 1997.
4(u) Renewal Promissory Note from the Company to
Scafholding, B.V. in the amount of $2,293,950 dated
November 13, 1997.
4(v) Satisfaction of Mortgage dated January 28, 1998,
effective December 30, 1997 of the Mortgage given by
Company to the Division of Florida Land Sales,
Condominiums and Mobile Homes.
4(w) UCC3 effective December 30, 1997 from the Division of
Florida Land Sales, Condominiums and Mobile Homes
releasing its lien on the Company's contracts
receivables.
10(a) Employment Agreement dated June 15, 1992 between the
Company and Earle D. Cortright, Jr.++
10(b) Employment Agreement dated November 1, 1988 between
the Company and Michelle R. Garbis.**
10(c) Agreement dated June 15, 1992 extending the Employment
Agreement dated November 1, 1988, as amended, between
the Company and Michelle R. Garbis.++
10(d) Employment Agreement dated February 28, 1992 between
the Company and David M. Harden and amendment thereto
dated June 15, 1992.++
</TABLE>
50
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibits Page
- ----------- ------------------------------------------------------------ ------------
<S> <C> <C>
10(e) Employment Agreement dated June 15, 1992 between the
Company and Sharon J. Hummerhielm.++
10(f) Employment Agreement dated June 15, 1992 between the
Company and Charles W. Israel.++
10(g) Letter Agreement dated October 26, 1988 between the
the and Stephen J. Diamond.**
10(h) 1982 Employees' Incentive Stock Option Plan.
Incorporated herein by reference to Exhibit 4(g) to
Company's Registration Statement on Form S-8,
registration number 2-78904.
10(i) Annual Executive Bonus Plan adopted by the Company on
November 13, 1986. Incorporated herein by reference
to Exhibit 10(x) to the Company's Annual Report on
Form 10-K for the year ended December 26, 1986.
10(j) 1987 Stock Incentive Plan adopted by the Company on
November 13, 1986, subject to the approval of the
Company's stockholders. Incorporated herein by
reference to Exhibit 10(y) to the Company's Annual
Report on Form 10-K for the year ended December 26,
1986.
10(k) Resolution of the Board of Directors of Company adopted
February 25, 1987, amending the 1982 Employees' Incentive
Stock Option Plan. Incorporated herein by reference to
Exhibit 10(d) to the Company's Annual Report on Form 10-K
for the year ended December 26, 1986.
10(l) Amendment to Annual Executive Bonus Plan, as adopted
by the Company on October 20, 1988.**
10(m) Amendment to 1987 Stock Incentive Plan, as adopted by the
Company on October 20, 1988.**
10(n) Settlement Agreement, made and entered into by and
between the National Audubon Society, Collier County
Conservancy, Florida Audubon Society, Environmental
Defense Fund, Florida Division of the Izaak Walton
League, Department of Environmental Regulation of the
State of Florida, the Board of Trustees of the
Internal Improvement Trust Fund, the Department of
Veteran and Community Affairs of the State of
Florida, the South Florida Water Management District
and Company dated July 20, 1982, and Agreement of
Exchange executed pursuant thereto, dated March 24,
1984. Incorporated herein by reference to Exhibit
10(c) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1984.
10(o) Agreement, retroactive to June 19, 1992, amending the
Employment Agreement dated June 15, 1992 between the
Company and Earle D. Cortright, Jr. Incorporated
herein by reference to Exhibit 10(o) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993.
10(p) Employment Agreement, effective July 15, 1992,
between the Company and Joseph Mancilla, Jr.
Incorporated herein by reference to Exhibit 10(p) to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
10(q) Sale, Purchase, Repurchase and Servicing Agreement dated
October 7, 1988 between the Company and Morsemere Federal
Savings Bank.**
10(r) Agreement dated February 27, 1989 between Company and
Oxford Finance Companies, Inc.***
10(s) Agreement dated February 7, 1990 between Company and
Oxford Finance Companies, Inc.****
</TABLE>
51
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibits Page
- ----------- ------------------------------------------------------------ ------------
<S> <C> <C>
10(t) Promissory Note dated October 12, 1990 from the Company
to Empire of Carolina, Inc.+
10(u) Settlement Agreement dated November 6, 1989 between
Company and Topeka Group Incorporated. Incorporated
herein by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 29, 1989.
10(v) Loan and Escrow Agreement dated June 15, 1992 between
Company and Selex Sittard B.V., including therewith
the Mortgage and Mortgage Note entered into pursuant
thereto.++
10(w) Agreement dated June 12, 1992 between Company and The
Oxford Finance Companies, Inc., including therewith
the Collateral Trust Agreement entered into pursuant
thereto.++
10(x) The 1992 Deltona Consent Order, dated June 17, 1992,
between Company and the State of Florida, Department
of Business Regulation, Division of Florida Land
Sales, Condominiums and Mobile Homes (the
"Division"), including therewith the Escrow Agreement
entered into pursuant thereto.++
10(y) The St. Augustine Shores Restated Consent Order, dated
June 17, 1992, between Company and the Division.++
10(z) The Consent Order, dated June 15, 1992, between Company
and the Division pertaining to ad valorem taxes on real
estate.++
10(aa) Agreement of Purchase and Sale dated December 2, 1992
between the Company and Scafholding, B.V.+++
10(bb) Citrus Springs Joint Venture Agreement dated December 2,
1992 between the Company and Citony Development
Corporation.+++
10(cc) Agreement of Purchase and Sales dated December 2, 1992
between the Company, Margolf Investments, Inc. and Five
Points Title Service Co., Inc., as Escrow Agent.+++
10(dd) Lease Agreement dated December 2, 1992 between Margolf as
Landlord and the Company as Tenant.+++
10(ee) Loan Agreement dated December 2, 1992 between Scafholding
B.V. and the Company.+++
10(ff) Employment Agreement, effective March 15, 1993, between the
Company and Bruce M. Weiner. Incorporated herein by
reference to Exhibit 10(ff) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993.
10(gg) Agreement dated March 10, 1993 between the Company
and Charles Lichtigman concerning the sale of
contracts and mortgages receivable. Incorporated
herein by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
March 26, 1993.
10(hh) Agreement for Purchase and Sale of Land in St. Johns County,
Florida dated March 8, 1994. Incorporated herein by
reference to Exhibit 10 to the Company's Report on
Form 8-K dated February 17, 1994.
10(ii) Agreement of Purchase and Sale between the Company
and Swan Development Corporation concerning the sale
of all remaining inventory in St. Augustine Shores
Subdivision dated November 13, 1997.
</TABLE>
52
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Exhibits Page
- ----------- ------------------------------------------------------------ ------------
<S> <C> <C>
10(jj) Agreement between the Company and Swan Development
Corporation concerning the St. Augustine Shores
Exchange Program dated November 13, 1997.
10(kk) Agreement of Purchase and Sale between the Company
and Scafholding, B.V. concerning the sale of contracts
and mortgages receivable dated November 13, 1997.
10(ll) Lot Exchange Trust Agreement between the Company,
Five Points Title Services, Company, Inc. and the
Divison of Florida Land Sales, Condominiums and
Mobile Homes dated November 13, 1997.
10(mm) Letter from the Divison of Florida Land Sales,
Condominiums and Mobile Homes dated December 30, 1997
approving the sale of St. Augustine Shores to Swan
Development Corporation, Inc.
10(nn) Letter from the Divison of Florida Land Sales,
Condominiums and Mobile Homes dated December 30, 1997
approving the material change for the sale of common
stock, sale of receivables, Lot Exchange Trust
Agreement and release of liens.
11 Statement of computation of net income (loss) per common
share.
18 Letter dated March 22, 1991 from Deloitte & Touche regarding
a change in the method of applying accounting principles or
practices by Company.+
21 Subsidiaries of Company.
23 Consent of Deloitte & Touche.
27 Financial Data Schedule.
<FN>
- --------------------------
* Incorporated by reference to such exhibit to
Company's Annual Report on Form 10-K for the year
ended December 25, 1987.
** Incorporated by reference to such exhibit to
Company's Quarterly Report on Form 10-Q for the
quarter ended September 23, 1988.
*** Incorporated by reference to such exhibit to
Company's Annual Report on Form 10-K for the year
ended December 30, 1988.
**** Incorporated by reference to such exhibit to
Company's Annual Report on Form 10-K for the year
ended December 29, 1989.
+ Incorporated by reference to such exhibit to
Company's Annual Report on Form 10-K for the year
ended December 28, 1990.
++ Incorporated by reference to such exhibit to
Company's Annual Report on Form 10-K for the year
ended December 27, 1991.
+++ Incorporated by reference to such exhibit to
Company's Report on Form 8-K dated December 2, 1992.
</FN>
</TABLE>
53
EXHIBIT 2(d)
THE DELTONA CORPORATION
November 7, 1997
SHARON J. HUMMERHIELM
Vice President-Administration
and Corporate Secretary
Ms. Donna Ansbro
American Stock Transfer &
Trust Company
40 Wall Street
New York, NY 10005 VIA FAX TO: 718/921-8337
RE: REQUISITION TO ISSUE 6,809,338 SHARES OF COMMON STOCK
OF THE DELTONA CORPORATION
Dear Ms. Ansbro:
On November 4, 1997, the shareholders of The Deltona Corporation (the
"Corporation") approved the issuance of an aggregate of 6,809,338 shares of
common stock of the Corporation to reduce the Corporation's debt. On the same
date, the Board of Directors of the Corporation authorized and directed the
issuance of an aggregate of 6,809,338 shares of common stock of the Corporation,
$1 par value, as original issue in the name of the transferee set forth below.
Enclosed are Certified Resolutions concerning the actions taken by the Board of
Directors together with a Secretary's Certificate as to the action taken by the
shareholders on November 4, 1997.
The purpose of this letter is to request American Stock Transfer and Trust
Company, as registrar and transfer agent of the Common Stock of the Corporation,
prepare, countersign and register seven (7) certificates as follows: six (6)
certificates each for 1,000,000 shares of common stock in the name of Yasawa
Holding, N.V., a Netherlands Antilles corporation, c/o The Deltona Corporation,
999 Brickell Ave, Suite 700, Miami, FL 33131; and one (1) certificate for
809,338 shares of common stock in the name of Yasawa Holding, N.V., a
Netherlands Antilles corporation, c/o The Deltona Corporation, 999 Brickell Ave,
Suite 700, Miami, FL 33131. The seven certificates to be issued should be
stamped or otherwise imprinted with the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, ASSIGNED, CONVEYED OR PLEDGED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR
WITHOUT DELIVERY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE DELTONA
CORPORATION, THAT REGISTRATION IS NOT REQUIRED"
Executive Offices * 999 Brickell Avenue, Suite 700 * Miami, Florida 33131
305-579-0999*800-333-5866 * Fax:305-358-0999
<PAGE>
Ms. Donna Ansbro
Page Two
November 7, 1997
Should you have any questions regarding the above, please feel free to contact
us. Thank you for your prompt attention to this request.
Very truly yours,
THE DELTONA CORPORATION THE DELTONA CORPORATION
/s/Sharon J. Hummerhielm /s/ Earle D. Cortright, Jr.
- --------------------------------------- -----------------------------
Sharon J. Hummerhielm, Vice President & Earle D. Cortright, President
Corporate Secretary
<PAGE>
CERTIFIED RESOLUTION
--------------------
I, SHARON J. HUMMERHIELM, Vice President and Corporate Secretary of The
Deltona Corporation (the "Corporation"), a Delaware corporation qualified to do
business in the State of Florida, hereby certify that a meeting of the Board of
Directors of the Corporation was duly called and held on the 4th day of
November, 1997, and that at such meeting at which a quorum was present and
voting throughout, the following preambles and resolutions were duly and
unanimously adopted by the Board of Directors of the Corporation:
WHEREAS, the Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation to reduce the Corporation's debt;
and
WHEREAS, the stockholders have approved an agreement entered into by
the Company and its Lenders on August 19, 1997 and approval in principle has
been obtained from the Division of Florida Land Sales, Condominiums and Mobile
Homes;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the
Corporation does hereby authorize and direct the appropriate officers of the
Corporation to do all things and to take all actions as may be necessary or
appropriate to consummate the agreement approved by the stockholders on November
4, 1997; and it is further
RESOLVED, that the appropriate officers of the Corporation shall
authorize, direct and empower American Stock Transfer and Trust Company as
registrar and transfer agent of the Common Stock of the Corporation to issue
6,809,338 shares of the Common Stock of the Corporation (par value $1.00 per
share) to Yasawa Holding, N.V upon the satisfaction of debt of the Corporation
to Yasawa Holding, N.V. in the aggregate amount of $6,809,338; and it is further
RESOLVED, that American Stock Transfer & Trust Company, as transfer
agent and registrar of the Common Stock of the Corporation, be and it is hereby
authorized, directed and empowered upon written request from the Corporation,
signed by two officers of the Corporation, to prepare, countersign, issue and to
register certificates for an aggregate of 6,809,338 shares of the Common Stock
of the Corporation in the name of Yasawa Holding , N.V. and to deliver the
certificates, as an original issue of shares and, when issued, such shares shall
be duly and validly issued and outstanding, fully paid and non-assessable; and
it is further
1
<PAGE>
RESOLVED, that the certificates registered in the name of Yasawa
Holding, N.V. shall be stamped or otherwise imprinted with the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE TRANSFERRED, ASSIGNED,
CONVEYED OR PLEDGED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
APPLICABLE STATE SECURITIES LAWS OR WITHOUT DELIVERY OF AN OPINION OF COUNSEL,
SATISFACTORY TO THE DELTONA CORPORATION, THAT REGISTRATION IS NOT REQUIRED"; and
it is further
RESOLVED, that Yasawa Holding, N.V. shall acknowledge, in writing,
prior to the delivery to it of the shares, the existence of the foregoing
restrictive legend and shall further acknowledge that the shares of the Common
Stock of The Deltona Corporation being acquired are for its own account and not
with a view towards resale or distribution in violation of the Securities Act of
1933, as amended, and it is further
RESOLVED, that the appropriate officers of the Corporation be and they
are authorized and directed to do all things necessary to convey all unsold land
inventory owned by the Corporation in the St. Augustine Shores subdivision to
Swan Development Corporation upon the written agreement by Swan Development
Corporation to assume all of the Corporation's obligations relating to the St.
Augustine Shores Subdivision, including, but not limited to, all of the
Corporation's obligations to prior purchasers of property therein; and it is
further
RESOLVED, that the appropriate officers of the Corporation be and they
are hereby empowered and directed to execute and deliver any and all closing
documents for the sale by the Corporation of $7,500,000 in contracts and
mortgages receivable to Scafholding B.V.; and it is further
RESOLVED, that the appropriate officers of the Corporation be and they
are hereby authorized and directed to do all things and to take all such actions
as may be necessary or appropriate to carry out the foregoing resolutions."
As Vice President and Corporate Secretary of The Deltona Corporation, I
hereby certify that the foregoing preambles and resolutions have not been
repealed, annulled, altered or amended in any
2
<PAGE>
respect, but remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
The Deltona Corporation this 13 day of November, 1997.
/s/ Sharon J. Hummerhielm
-----------------------------------
Sharon J. Hummerhielm,
Vice President and Corporate Secretary
Signed, sealed and delivered
in the presence of:
/s/ Nancy Roche
- -------------------------------
3
<PAGE>
ACKNOWLEDGMENT AND AGREEMENT
REGARDING RESTRICTIONS ON TRANSFER
OF COMMON STOCK OF THE DELTONA CORPORATION
- --------------------------------------------------------------------------------
THE UNDERSIGNED, Yasawa Holding, N. V., a Netherlands Antilles corporation,
hereby acknowledges and agrees as follows:
1. INVESTMENT REPRESENTATION
-------------------------
The Undersigned acknowledges that the shares of common stock to be
issued by The Deltona Corporation are not registered under the United States
Securities Act of 1933 (the "Securities Act") and that the shares must be held
indefinitely unless subsequently registered thereunder or an exemption from
registration is available. The Undersigned represents and warrants to The
Deltona Corporation and to other shareholders that (i) it will acquire the
shares for investment and not with the view to the distribution thereof within
the meaning of the Securities Act; (ii) it will acquire the shares for its own
account and has not offered and does not intend to transfer any participation or
interest of any kind in such shares to any other party or parties; and (iii) the
receipt of the shares constitutes an investment decision of an amount and type
consistent with its investment practices and objectives.
2. RESTRICTIONS ON TRANSFERABILITY
-------------------------------
The Undersigned and any subsequent holder of a certificate of shares
bearing the restrictive legend set forth below (hereinafter "Holder") by
acceptance thereof agrees, prior to any transfer or attempted transfer of such
shares, to give written notice to The Deltona Corporation of such Holder's
intention to effect such transfer. Each such notice shall describe the manner
and circumstances of the proposed transfer in reasonable detail and shall
contain an undertaking by the person or entity giving such notice to furnish an
opinion of counsel for the Holder with respect tot he proposed sale and such
further information as may reasonable be required by The Deltona Corporation.
Upon receipt of any such notice, the following provisions shall apply:
If the proposed transfer of shares (as indicated in written notice to
The Deltona Corporation) be effected without registration under the
Securities Act, The Deltona Corporation shall so notify Holder and such
Holder shall thereupon be entitled to transfer such shares in
accordance with the terms of the notice delivered by Holder to The
Deltona Corporation. Each certificate of shares issued upon the
transfer of any such shares shall bear the restrictive transfer legend
set forth below if such legend is required in order to insure
compliance with the applicable provisions of the Securities Act.
1
<PAGE>
If the proposed transfer of shares may not be effected without
registration under the Securities Act of such shares, The Deltona
Corporation shall so notify Holder. The Holder of such shares, by
acceptance thereof, agrees as a condition to the issuance thereof, that
if the proposed transfer cannot be effected without registration of
such shares under the Securities Act, such Holder will not transfer
such shares unless they are registered or unless the Securities and
Exchange Commissions has stated in writing that it would raise no
objection to the proposed transfer.
The restrictions imposed by this paragraph upon the transferability of
any particular share or shares shall cease and terminate concurrently with the
sale or other disposition thereof pursuant to and in the manner contemplated by
an effective registration statement under the Securities Act, or pursuant to and
in accordance with Rule 144 promulgated under the Securities Act (or any similar
rule promulgated thereunder). Whenever the restrictions imposed by this
Agreement shall terminate, the Holder of any shares shall be entitled to receive
from The Deltona Corporation new certificate of shares not bearing the
restrictive legend set forth above and not containing any other reference to the
restrictions imposed in this Agreement.
3. RESTRICTIVE TRANSFER LEGEND
---------------------------
The shares issued by The Deltona Corporation shall not be transferrable
except in compliance with the provisions of the Securities Act in respect of the
transfer of the shares. each certificate for shares issued shall (unless
otherwise permitted herein) be stamped or otherwise imprinted in substantially
the following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, ASSIGNED, CONVEYED OR PLEDGED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR
WITHOUT DELIVERY OF AN OPINION OF COUNSEL, SATISFACTORY TO THE DELTONA
CORPORATION, THAT REGISTRATION IS NOT REQUIRED"
Yasawa Holding N.V.
/s/ R. De Meza
- -------------------------- ---------------------------------
Witness: By: R. De Meza, for Zarf Trust Corporation N.V.,
Director
THE NETHERLANDS ANTILLES)
)
CITY OF CURACAO )
Personally appearing before me this 23rd day of December 1997, an officer
duly authorized to administer oaths and take acknowledgments R. DeMeza who is
known to me and did execute the foregoing Acknowledgment and Agreement before me
and did acknowledge such execution as his/her free act and deed before me.
Witness my hand and seal this 23 day of December 1997.
- -------------------------
Notary Public:
2
EXHIBIT 4(n)
EIGHTH AMENDMENT AND CONSOLIDATION OF CREDIT AND SECURITY
AGREEMENT
- -------------------------------------------------------------------------------
This Eighth Amendment and Consolidation of the Credit and Security
Agreement (this "Agreement") is made and entered into as of the 13 day of
November, 1997, by and among YASAWA HOLDING, N.V., a Netherlands Antilles
corporation ("Lender"); 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 Mackle-Built
Construction Company, Inc.) a Florida corporation (collectively "Borrower").
R E C I T A L S
A. Borrower and Lender have entered into a certain Seventh Amendment to
Credit and Security Agreement dated December 2, 1992 and a Mortgage and Security
Agreement dated February 1, 1994(unrecorded) including schedules and exhibits
thereto, as amended.
B. Borrower and Lender mutually agree to consolidate the debt due Lender
from Borrower under the Seventh Amendment to Credit and Security Agreement dated
December 2, 1992 and the Mortgage and Security Agreement dated February 1, 1994
including schedules and exhibits thereto, as amended, hereinafter referred to as
the "Loan Instruments", into this Agreement.
C. Certain companies included as Borrowers in the Loan Instruments are no
longer active corporations and no longer participants in this Agreement;
specifically, Delainco, Inc., an inactive Florida corporation, Deldade, Inc.
(formerly known as Deltampa, Inc.), an inactive Florida corporation, and
Intercoastal Properties of St. Augustine Shores, Inc., an inactive Florida
corporation.
D. The principal balance due and owing under the Loan Instruments as of the
date hereof is $12,819,791 (the "Debt").
E. Lender has received a security interest in certain real property,
fixtures and personal property (whether tangible or intangible) evidenced by
UCC-1 Financing Statements, mortgages and notes, as more particularly described
in the Loan Instruments and Lender will receive a security interest in certain
additional real property and assets of Borrower (the "Division Portfolio") as
further identified on Exhibits "A" and "B", annexed hereto.
1
<PAGE>
NOW THEREFORE, for and in consideration of the premises, the mutual
promises contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:
ARTICLE 1
RECITATIONS
-----------
Section 1.1. Recitations. Lender and Borrower hereby acknowledge and agree
----------- -----------
that each and all of the recitations set forth above in Paragraphs A through E
inclusive, are true and correct and are incorporated in this Agreement by this
reference.
Section 1.2. Definitions. All capitalized terms used in this Agreement,
----------- -----------
unless otherwise defined in this Agreement, shall have the meanings ascribed to
such terms in the Credit Agreement.
ARTICLE 2
ACKNOWLEDGMENT OF INDEBTEDNESS
------------------------------
Section 2.1. Borrower hereby acknowledges and confirms that the entire
-----------
amount of the Debt as of the date of this Agreement is $12,819,791, including
any interest and expenses payable by Borrower to Lender without offset,
counterclaims or defenses.
Section 2.2. Borrower has no defenses, claims or offsets to payment of the
-----------
indebtedness evidenced by the Loan Instruments and enforcement of the mortgages
and security interest included with the Loan Instruments, and Borrower waives
and releases any claims, causes of action or defenses relating to the
indebtedness evidenced by the Loan Instruments, the enforcement of the mortgages
and security interests and the enforceability of the Loan Instruments in
accordance with their terms.
ARTICLE 3
GENERAL TERMS OF SETTLEMENT
---------------------------
Section 3.1. Obligations of Borrower and Lender. On or before November 30,
----------- ----------------------------------
1997, Borrower and Lender shall perform all of their obligations under this
Agreement, unless, if necessary, said date is extended upon the mutual consent
of the parties hereto.
Section 3.2. Reduction of Debt. Simultaneously with the closing of the
----------- ------------------
transactions contemplated under the Asset Agreements, and as more specifically
set forth in the Asset Agreements, Borrower shall issue to Lender or Lender's
designee 4,144,602 shares of common stock of The Deltona Corporation at $1.00
per share (par value) and shall make a cash repayment to Lender in the amount of
$1,982,457 in full satisfaction of the Mortgage and Security Agreement dated
February 1, 1994 including schedules and exhibits thereto, as amended (the
"Second Yasawa Loan).
2
<PAGE>
The amount of the remaining debt shall be reduced by Lender to the amount of
$6,692,732. Lender agrees to execute or cause Lender's designee to execute, all
documents necessary to release Borrower's real and personal property from the
lien and effect of the Loan Documents pursuant to the requirements of the Asset
Agreements and to effect the terms and obligations under this Agreement.
Section 3.3. Release of St. Augustine Shores Lots. Lender agrees to release
----------- ------------------------------------
or to cause to be released all real property in St. Augustine Shores Subdivision
from the lien and effect of the Mortgage.
Section 3.4. Release of Receivables. Lender agrees to release or to cause
----------- ----------------------
to be released all liens on contract and mortgage receivables being purchased by
Lender or an affiliate of Lender .
Section 3.5. Payment of Remaining Debt. Borrower agrees that the terms of
----------- -------------------------
payment to Lender of the remaining debt of $6,692,732 to be secured under the
Loan Instruments shall be restructured as follows:
(i) Interest will accrue on the remaining debt at the rate of 9.6% per
annum.
(ii) Interest on the remaining debt will be paid monthly in cash or by
transferring current contracts receivable at 65% of face value, with recourse,
to Lender or Lender's designee, in accordance with Exhibit C attached hereto.
(iii) Principal will be paid in accordance with Exhibit C attached hereto.
Payments shall be made in cash or by transferring current contracts receivable
at face value, with recourse, to Lender or Lender's designee.
Borrower agrees to execute a renewal promissory note to evidence the above
payment terms and obligations.
Section 3.6. Future Release of Receivables. Lender agrees to release or
----------- -------------------------------
cause to be released to Borrower the liens on receivables to enable Borrower to
sell those receivables to meet its obligations under this Agreement. Lender
commits to purchase, or make available an entity to purchase receivables, upon
Borrower's request and subject to Borrower's discretion, and agrees to pay or
arrange for payment, for those receivables at the rate of 65% of face value,
with recourse.
Section 3.7. No Fraudulent Conveyance. The conveyances which are
------------ ---------------------------
contemplated by this Agreement are not fraudulent conveyances under applicable
Bankruptcy Law and such conveyances are being made for "reasonable equivalent
value" as defined in Section 548 of Title 11 of the United States Bankruptcy
Code.
3
<PAGE>
Section 3.8. Collateral. Borrower represents and covenants that Lender has,
----------- ----------
or will have upon closing of this Agreement, a security interest in all real
property in title to Borrower, and fixtures and personal property (whether
tangible or intangible) belonging to Borrower as evidenced by a UCC-1 Financing
Statement, mortgage and promissory note. Simultaneous with the closing of this
transaction, Borrower will execute all additional documents necessary to give
Lender a security interest in the Division Portfolio, previously released by the
Lender or its predecessors, including the Consent Order Lots presently in title
to Borrower and contracts and mortgages receivable in which Borrower retains an
interest. The lien on Borrower's contracts receivable shall be subordinate to
the lien on Borrower's contracts receivables held by Scafholding, B.V.
Section 3.9. Automatic Release of Registered Lots. Lender acknowledges that
----------- ------------------------------------
the real property in title to the Borrower is currently being offered for sale
by Borrower and it is actively registered with the Division of Florida Land
Sales, Condominiums and Mobile Homes. Pursuant to the Loan Instruments, in the
event Registered Lots are sold by the Borrower in the ordinary course of
business in a transaction which is not exempt under the Florida Uniform Land
Sales Practices Law, the issuance of a Warranty Deed by the Borrower to the
purchaser of the lot shall automatically release such Registered Lot from the
lien and effect of the mortgage and with the same force and effect as if such
Registered Lot had been released from the lien by a formal release recorded in
the County in which the released property is located. The rights of the
purchaser are superior to and take priority over the lien and effect of any
mortgage. In the event a Warranty Deed is issued by the Borrower to a purchaser
of property prior to payment in full of the purchase price by the purchaser and
the purchaser executes a mortgage in favor of the Borrower for the balance of
the purchase price, said mortgage will be collaterally assigned by Borrower to
Lender pursuant to Section 3.8 hereof. The provisions of this paragraph shall be
binding upon any purchaser at a foreclosure sale and any person acquiring title
to such land shall be bound to convey legal title to such purchaser who is
entitled to a deed under the terms of their Agreement of Purchase and Sale.
ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS
-----------------------------------------
Section 4.1. Transactions not Prohibited. Borrower is not prohibited from
----------- ---------------------------
entering into this Agreement or consummating the transactions contemplated
hereby by any law, regulation, agreement, instruction, restriction, order or
judgment. Likewise, the execution and performance of this Agreement will not
modify (except with respect to the Loan Documents as provided herein) any
obligation of Borrower, or constitute (with or without notice or the passage of
time or both) a default or violation of or under, or conflict with, any law,
rule, regulation, order, judgment, indenture, contract, security instrument,
permit, lease or other agreement to which Borrower is a party or to which
Borrower is bound.
4
<PAGE>
Section 4.2. Organization. The Deltona Corporation is a corporation which
----------- ------------
is duly organized and validly existing under the laws of the State of Delaware.
Each other entity comprising the Borrower is a corporation which is duly
organized and validly existing under the laws of the State of Florida.
Section 4.3. Authority. Borrower has full power, legal capacity and
------------ ---------
authority to enter into and perform this Agreement. All proceedings required to
be taken and all consents required to be obtained by Borrower to authorize the
execution of this Agreement have been properly taken and obtained. This
Agreement constitutes a legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms, subject to
bankruptcy, and other laws generally affecting the enforcement of creditors'
rights, Similarly, the documents contemplated to be executed by Borrower
pursuant to this Agreement will, upon execution and delivery, constitute the
legal, valid and binding obligations of Borrower, enforceable in accordance with
their respective terms, subject to bankruptcy and other laws generally affecting
the enforcement of creditors' rights.
ARTICLE 5
ACKNOWLEDGMENTS OF BORROWER
---------------------------
Section 5.1. Free and Voluntary Act. Borrower is freely and voluntarily
----------- ------------------------
entering into this Agreement. One or more responsible officers of the Borrower
individually have read this Agreement and have discussed this Agreement with its
legal, financial and other counsel.
Section 5.2. No Implied Terms. Any and all duties and obligations that
------------ -----------------
Lender or Lender's designees may have to Borrower are limited to those expressly
stated in this Agreement and neither the duties and obligations of Lender or
Lender's designees nor the rights of the Borrower shall be expanded beyond the
express terms of this Agreement.
Section 5.3. Fair Consideration. The agreements of Lender and Lender's
----------- -------------------
designees as are contained herein and in the Asset Agreements constitute
valuable, adequate and fair consideration for the obligations of Borrower
hereunder.
Section 5.4. No Other Representation. Borrower acknowledges and agrees that
----------- -----------------------
neither Lender nor any person or entity acting on its behalf has made any
representation or promise to Borrower which is not expressly set forth herein.
ARTICLE 6
MISCELLANEOUS
-------------
Section 6.1. Lender's Authority. Lender hereby represents to Borrower that
----------- ------------------
Lender has full power and lawful authority to execute this Agreement.
5
<PAGE>
Section 6.2. Captions. The captions and headings used in this Agreement are
----------- --------
for convenience of reference only and do not in any way affect, limit, amplify
or modify the terms or provisions of this Agreement.
Section 6.3. Counterpart Execution. This Agreement may be executed in
------------ ----------------------
several counterparts, each of which shall constitute an original, but together
such counterparts shall constitute one and the same instrument.
Section 6.4. Survival. Each and every provision of this Agreement shall
----------- --------
survive the execution hereof.
Section 6.5. Notices. All demands, notices, requests or other
------------- -------
communications required or permitted hereby shall be in writing and shall be
deemed to be delivered when actually received by the relevant party at such
address as set forth below or at such other address as such party may have
specified to the other parties hereof by notice delivered and received by in
accordance with this section.
As to Lender: Yasawa Holding, N.V.
c/o Zarf Trust Corporation N.V., Director
Plaza Jojo Correa 1-5
PO Box 897
Willemstad, Curacao
Netherlands Antilles
As to Borrower: The Deltona Corporation
999 Brickell Avenue, Suite 700
Miami, Florida 33131
Attention: President and Chief Operating Officer
Section 6.6. Successors and Assigns. This Agreement and any other documents
----------- ----------------------
executed in connection herewith shall inure to the benefit of and be binding
upon the parties hereto and their permitted legal; representatives, successors
and assigns.
Section 6.7. Time; Construction; Exhibits. Time is of the essence in each
----------- ------------------------------
provision of this Agreement. All references to the singular or plural,
masculine, feminine or neuter gender shall, as the context requires, include all
others. All exhibits hereto are by this reference paid a part of this Agreement
for all purposes. All references to sections, paragraphs and exhibits are to
this Agreement unless otherwise specifically noted. The use of "hereof",
"hereunder", "herein" and words of similar import shall refer to this entire
Agreement and not to any particular section, paragraph or portion of this
Agreement unless otherwise specifically noted.
6
<PAGE>
Section 6.8. Applicable Law. This Agreement, including exhibits and
------------ ---------------
schedules hereto, and any other Loan Documents shall be construed in accordance
with and governed by the laws of the State of Florida.
Section 6.9. Fees and Expenses. If any legal action, arbitration or other
----------- -----------------
proceeding is commenced to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to an award of its reasonable fees and
expenses, including, without limitation, attorneys' fees and disbursements
(including fees of paralegal and fees on appeal), expert witness fees, and
disbursements. The term "prevailing party" shall include a party who receives
substantially the relief desired, whether by settlement, dismissal, summary
judgement, judgment or otherwise.
Section 6.10. Severability. If for any reason any provision of this
------------- ------------
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
Section 6.11. Authority. Each individual executing this Agreement on behalf
------------ ---------
of any party to this Agreement represents and warrants that he or she is
authorized to enter into this Agreement on behalf of that party and that this
Agreement binds that party.
Section 6.12. Parties in Interest. Nothing in this Agreement is intended to
------------ -------------------
confer any rights or remedies under or by reason of this Agreement on any person
other than the parties hereto and their respective permitted successors or
assigns, nor is anything in this Agreement intended to relieve or discharge any
obligation of any third party or any party hereto or to give any third party any
right to subrogation or action over or against any party of this Agreement.
Section 6.13. Restriction on Assignment. This Agreement nor any instrument
------------ -------------------------
relating to the remaining debt may be assigned to any party without the prior
written consent of the Borrower's Board of Directors.
Section 6.14. Lender's and Borrower's Costs. Lender shall pay the cost of
------------ -----------------------------
all documentary stamps, intangible taxes and recording costs in connection with
the transactions contemplated under this Agreement. In addition, Lender shall
pay the costs and legal fees incurred by Lender or Lender's designee for
Lender's attorney for this transaction. Borrower shall pay the costs and legal
fees incurred by Borrower for Borrower's attorney for this transaction and the
transactions under the Asset Agreements.
Section 6.15. Credit Agreement. Except as specifically modified herein, the
------------ ----------------
Credit Agreement shall remain in full force and effect and Borrower does hereby
re-affirm all terms and covenants of the Credit Agreement.
7
<PAGE>
Section 6.16. Contingencies. The obligations of Borrower and Lender and
------------ -------------
Lender's designees under this Agreement are expressly subject to receipt of the
written approval of the Division of Florida Land Sales, Condominiums and Mobile
Homes for the transactions evidenced by this Agreement; a release of the
Division's lien on The Deltona Corporation's receivables; and a release of the
mortgage held by the Division of Florida Land Sales, Condominiums and Mobile
Homes on certain real property owned by Borrower.
IN WITNESS WHEREBY, this Agreement was made and executed as of the date
first above written.
YASAWA HOLDING, N.V.
BY: /s/ R. De Meza
----------------------------------------
R. De Meza for Zarf Trust Corporation N.V.,
Director
THE DELTONA CORPORATION
DLIC, INC.
DELTONA LAND & INVESTMENT CORP.
THREE SEASONS CORPORATION
DELTONA CONSTRUCTION COMPANY, INC
BY: /s/ Earle D. Cortright, Jr.
---------------------------------------
Earle D. Cortright, Jr., President
8
EXHIBIT 4(o)
RENEWAL PROMISSORY NOTE
- --------------------------------------------------------------------------------
$6,692,732 November 13, 1997
Lender: YASAWA HOLDING, N.V. a Netherlands Antilles Corporation
(hereinafter, with any holder hereof, termed "Holder").
Borrower: 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
Mackle-Built Construction Company, Inc.), a Florida corporation
(collectively, "Maker").
FOR VALUE RECEIVED, Maker, jointly and severally, hereby promise(s) to pay
to the Order of Holder at its address as indicated hereinbelow, or wherever else
Holder may specify, the sum of Six Million Six Hundred Ninety Two Thousand Seven
Hundred Thirty Two and No/100 Dollars ($6,692,732.00), with interest until paid
at the rate of 9.6 percent (9.6%) per annum. Payments of interest and principal
shall be due as follows:
(i) Interest will accrue on the remaining debt at the rate of 9.6% per
annum.
(ii) Interest on the remaining debt will be paid monthly in cash or by
transferring current contracts receivable at 65% of face value, with recourse,
to Lender or Lender's designee, in accordance with Schedule A attached hereto.
(iii) Principal will be paid in accordance with Schedule A attached hereto.
Payments shall be made in cash or by transferring current contracts receivable
at face value, with recourse, to Lender or Lender's designee.
Maker also hereby agrees as follow:
1
<PAGE>
1. This Note constitutes a consolidation, renewal and modification of, and
a substitution for those certain promissory notes listed on Exhibit "A" attached
hereto. Each of the undersigned hereby acknowledges and agrees that: (i) all
prior indebtedness described above in this paragraph is owed in full to Holder;
(ii) none of the undersigned has any defenses, offsets, claims, counterclaims or
objections involving, arising from or relating to such prior indebtedness or
this Note; and (iii) the undersigned have requested that Holder enter into the
consolidation, modification and substitution of promissory notes, and the
related transactions and arrangements, contemplated by or reflected in this Note
or any related or collateral documents.
2. Payment of all amounts now or hereafter owed to Holder hereunder is and
shall be secured by those certain mortgages and security agreements listed on
Exhibit "B" attached hereto, as well as by any additional security interest,
referred to herein or otherwise arising in connection herewith.
3. Both principal and interest hereunder shall be payable in lawful money
of the United States of America and same day funds, without set off,
counterclaim or deduction of any kind, or in contracts receivable belonging to
Maker, Payments hereunder shall be applied first against interest and lawful
charges accrued but unpaid and the remainder, if any, against principal.
4. If Maker should fail to make a payment, or any part of a payment, of
principal or interest hereunder within 10 days after such payment is due and
payable hereunder, or if Maker (or any of them) should otherwise fail to perform
or observe any provision hereof or should be deemed to have defaulted pursuant
to this Note, or the mortgages securing this Note, then declare the entire
unpaid balance of this Note immediately due any payable. If Holder thus declares
the unpaid balance of this Note immediately due any payable, then such amount
shall be due and payable forthwith without presentment or demand for payment
(which are hereby expressly waived by Maker).
5. Maker may prepay the principal amount outstanding hereunder in whole or
in part without penalty.
6. If the undersigned are more than one, they are jointly and severally
liable as regards all obligations of Maker under this Note.
7. Holder may, at any time, pledge or assign this Note, whereupon Holder
shall be relieved of all duties it may have hereunder (including any duties with
respect to any collateral securing this Note).
8. Maker (and each of them) hereby waives any presentment for payment,
demand, notice of dishonor and protest of this Note.
2
<PAGE>
9. Without limiting Holder's right to bring any action or proceeding
against Maker or any of them, or against any property of Maker (or any of them)
or in which Maker (or any of them) has an interest (any "Property"), arising out
of or relating to this Note (an "Action") in the courts of other jurisdictions,
Maker hereby irrevocably submits to the non-exclusive jurisdiction of any
Florida state or Federal court sitting in Miami, any Maker hereby irrevocably
agrees that any Action may be heard and determined in such Florida state court
or in such Federal court. Maker: (a) hereby irrevocably waives, the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of any Action in any jurisdiction; and (b) hereby irrevocably agrees
that the summons and complaint or any other process in any Action in any
jurisdiction may be served upon Maker by mailing it to the undersigned at the
address specified at the end hereto (or, if no such address is specified, the
address shown on Holder's records), or by hand delivery to Maker through their
Resident Agent.
10. This Note shall be binding upon any successor or assign of Maker (or of
any of them). Any successor or assign of Holder shall enjoy the same rights,
benefits and remedies under this Note as Holder would enjoy.
11. Except as in otherwise expressly provided in this Note, any Notice of
other communication required or contemplated under this Note may be sent to
Holder by hand delivery or by mail (postage prepaid), addressed to Holder at:
Yasawa Holding, c/o/ Zarf Trust Corporation N.V., Director, Plaza Jojo Correa
1-5, PO Box 897, Willemstad, Curacao, Netherlands Antilles; or in such manner or
at such address as Holder shall give Maker notice of in the fashion provided
herein (any such communication or notice becoming effective when received by
Holder). Except as is otherwise expressly provided in this Note, any notice or
other communication required or contemplated under this Note may be delivered to
any of the undersigned by hand delivery or by mail (postage prepaid), sent or
delivered, as regards each of the undersigned, c/o The Deltona Corporation, 999
Brickell Avenue, Suite 700, Miami, Florida 33131 (any such communication or
notice becoming effective, unless otherwise expressly provided in this Note,
immediately, when hand- delivered, or two calendar days after it is placed in
the mail).
12. Maker represents and warrants to Holder (and, while this Note remains
outstanding, shall be deemed continually to represent and warrant to Holder)
that: (a) Maker has full power, authority and legal right to execute, deliver
and perform this Note and has taken all legal actions (and made any filings and
obtained any authorizations by governmental or regulatory authorities) that are
necessary to authorize the execution, delivery and performance of this Note; (b)
Maker has received adequate consideration for executing, delivering and
performing this Note; (c) this Note is valid and binding upon Maker and
enforceable in accordance with its terms; (d) the execution, delivery and
performance of this Note by Maker do not violate any internal rule of Maker, any
law or regulation, any judgment, order or decree of any court, arbitrator or
governmental authority, or any agreement
3
<PAGE>
of any nature whatsoever that is binding upon Maker or any of them or any
Property; (e) there is no action, suit, proceeding or investigation of any kind
pending or threatened against Maker or any of them unknown to Holder, before any
court, tribunal or administrative agency or board which, if adversely
determined, might materially adversely affect the properties, assets, financial
condition or business of Maker or any of them or call into question the validity
or enforceability of this Notice.
13. All payments provided for in this Note shall be made free and clear of
any deductions for any surcharges, contributions, penalties and interest or
other charges imposed at any time by any government or political subdivision or
authority thereof or therein. Maker shall pay (or reimburse Holder for) any
documentary stamp, intangible or similar taxes imposed at any time with respect
to this Note, the indebtedness evidenced hereby, any agreement relating hereto
or any advance hereunder and any interest or penalty relating thereto.
14. Maker shall pay all costs and expenses, including attorneys' fees, of
or incidental to the enforcement, compromise or settlement of any indebtedness
of Maker hereunder, and including without limitation all costs and expenses of
any amendment or waiver of, addition to, or rescheduling of, this Note and of
any actual or attempted sale, exchange, or collection of any of the Mortgages
and of the care of any of the Mortgages (including the insuring thereof). Any
such costs and expenses incurred by Holder shall be added to its indebtedness
hereunder. As used herein, "attorneys' fees" shall include, without limitation,
attorneys' fees incurred by Holder in any judicial, bankruptcy, administrative
or other proceedings and in any appellate proceedings, whether such proceedings
arise before or after entry of a final judgment.
15. The rights and remedies expressly specified in this Note are cumulative
and not exclusive of any rights or remedies which Holder might otherwise have.
No delay or omission by Holder in exercising any right or remedy under this Note
shall operate as a waiver thereof or of any other right or remedy, nor shall any
single or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right or remedy. Holder shall not be liable for exercising
or failing to exercise any right or remedy. No exercise by Holder of any one or
more of its rights or remedies hereunder or under applicable law or any other
agreement (including any right of rights of Holder to realize on any collateral
securing this Note) shall be deemed to be an election of remedies by Holder.
16. The invalidity or unenforceability of any provision of this Note shall
not be deemed to affect the validity or enforceability of any other provision
hereof. If any provision of this Note is capable of more than one
interpretation, it shall be interpreted, if possible, so as to render it
enforceable. In order to be effective, any addition to this Note or any
modification or waiver of any provision or provisions of this Note must be
expressly consented to by Holder in writing. As used in this Note, the singular
includes the plural, "it" and "its" include the masculine and feminine genders,
and "hereof", "hereunder", "herewith", "herein" and "hereto" refer to this Note
in its entirety.
4
<PAGE>
17. This Note shall be governed by and construed in accordance with Florida
law, excluding Florida law regarding comity and the conflict of laws.
18. Maker and each of them now and forever waives any rights it or they may
-----------------------------------------------------------------------
have to a trial by jury with respect to any litigation or counterclaim based on
- --------------------------------------------------------------------------------
this Note or arising out of, under or in connection with this Note or any course
- --------------------------------------------------------------------------------
of conduct, course of dealing, statements (whether oral or written) or actions
- --------------------------------------------------------------------------------
of Maker or Holder.
- -------------------
Executed by the undersigned as of the date stated at the beginning hereof.
THE DELTONA CORPORATION
By:/s/Earle D. Cortright, Jr.
-----------------------------------
Earle D. Cortright, Jr., President
DLIC, INC.
By:/s/Earle D. Cortright, Jr.
-----------------------------------
Earle D. Cortright, Jr., President
DELTONA LAND & INVESTMENT CORP.
By:/s/Earle D. Cortright, Jr.
-----------------------------------
Earle D. Cortright, Jr., President
THREE SEASONS CORPORATION
By:/s/Earle D. Cortright, Jr.
-----------------------------------
Earle D. Cortright, Jr., President
DELTONA CONSTRUCTION COMPANY, INC.
By:/s/Earle D. Cortright, Jr.
-----------------------------------
Earle D. Cortright, Jr., President
5
<PAGE>
SCHEDULE A
REPAYMENT SCHEDULE
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A TO RENEWAL PROMISSORY NOTE
------------------------------------
EXISTING NOTES
--------------
DATE AMOUNT PAYEE PURPOSE
<S> <C> <C> <C>
12/2/92 $ 5,105,526.00 YASAWA HOLDINGS, N.V. 1st Yasawa Loan
02/01/94 437,500.00 YASAWA HOLDINGS, N.V. 2nd Yasawa Loan
02/08/94 77,366.41 YASAWA HOLDINGS, N.V. Conversion of Schutts & Bowen legal fees to debt
05/12/94 31,000.00 YASAWA HOLDINGS, N.V. New Loan
05/19/94 29,000.00 YASAWA HOLDINGS, N.V. New Loan
05/27/94 26,000.00 YASAWA HOLDINGS, N.V. New Loan
06/03/94 38,900.00 YASAWA HOLDINGS, N.V. New Loan
06/16/94 26,100.00 YASAWA HOLDINGS, N.V. New Loan
06/29/94 28,000.00 YASAWA HOLDINGS, N.V. New Loan
7/14/94 70,310.00 YASAWA HOLDINGS, N.V. New Loan
07/29/94 112,000.00 YASAWA HOLDINGS, N.V. New Loan
08/03/94 65,000.00 YASAWA HOLDINGS, N.V. New Loan
08/04/94 55,000.00 YASAWA HOLDINGS, N.V. New Loan
08/25/94 115,823.59 YASAWA HOLDINGS, N.V. New Loan
08/31/94 200,000.00 YASAWA HOLDINGS, N.V. New Loan
09/21/94 100,000.00 YASAWA HOLDINGS, N.V. New Loan
09/30/94 100,000.00 YASAWA HOLDINGS, N.V. New Loan
10/13/94 50,000.00 YASAWA HOLDINGS, N.V. New Loan
10/21/94 35,000.00 YASAWA HOLDINGS, N.V. New Loan
11/17/94 80,000.00 YASAWA HOLDINGS, N.V. New Loan
350,000.00 YASAWA HOLDINGS, N.V. New Loan (Landlord Settlement)
12/23/94 95,000.00 YASAWA HOLDINGS, N.V. New Loan
02/02/95 60,000.00 YASAWA HOLDINGS, N.V. New Loan
03/20/95 60,000.00 YASAWA HOLDINGS, N.V. New Loan
03/23/95 30,000.00 YASAWA HOLDINGS, N.V. New Loan
03/28/95 550,000.00 YASAWA HOLDINGS, N.V. New Loan (1992 real estate taxes)
05/02/95 100,000.00 YASAWA HOLDINGS, N.V. New Loan
05/23/95 75,000.00 YASAWA HOLDINGS, N.V. New Loan (Citrus Co)
05/30/95 175,000.00 YASAWA HOLDINGS, N.V. New Loan (Mancilla & Weiner Settlements)
07/18/95 25,000.00 YASAWA HOLDINGS, N.V. New Loan
07/28/95 25,000.00 YASAWA HOLDINGS, N.V. New Loan
08/18/95 30,000.00 YASAWA HOLDINGS, N.V. New Loan (Deposit - New office lease)
09/ /95 500,000.00 YASAWA HOLDINGS, N.V. New Loan (LC Draw - Landlord)
09/27/95 200,000.00 YASAWA HOLDINGS, N.V. New Loan (Garcia Settlement)
11/30/95 20,000.00 YASAWA HOLDINGS, N.V. New Loan
12/15/95 40,000.00 YASAWA HOLDINGS, N.V. New Loan
03/31/96 100,000.00 YASAWA HOLDINGS, N.V. Swan Development
04/16/96 1,000,000.00 YASAWA HOLDINGS, N.V. New Loan 1993 Real Estate Taxes
09/06/96 918,000.00 YASAWA HOLDINGS, N.V. New Loan - Bobinger Settlement
09/06/96 (100,000.00) YASAWA HOLDINGS, N.V. Swan Development (Pay Back)
11/18/96 82,000.00 YASAWA HOLDINGS, N.V. New Loan Bobinger Settlement
07/30/97 137,500.00 YASAWA HOLDINGS, N.V. New Loan St. Augustine Shores 1994 Taxes
==============
TOTAL $11,255,026.00
</TABLE>
<PAGE>
EXHIBIT B
Mortgage and Security Agreement Securing Note
(97new#3a -Consolidated Mortgage Modification and Spreader Agreement)
EXHIBIT 4(p)
This Instrument Prepared by:
James Paul, Esquire
Haley, Sinagra & Perez, PA
100 S. Biscayne Boulevard, Suite 800
Miami, FL 33131
CONSOLIDATED MORTGAGE MODIFICATION AND SPREADER AGREEMENT
- -------------------------------------------------------------------------------
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
Mackle-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 Anthony 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.
<PAGE>
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 Marion 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
-----------
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,
-------------
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
--------
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
-------
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-
2
<PAGE>
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
---------
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
-------------------
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/Sharon Hummerhielm By: /s/ Earle D. Cortright, Jr.
- ------------------------------ ------------------------------
Print Name: Sharon Hummerhielm Name: Earle D. Cortright, Jr.
Title: President
/s/Nancy Roche
- ------------------------------
Print Name: Nancy Roche
DLIC, INC.
/s/Sharon Hummerhielm By: /s/ Earle D. Cortright, Jr.
- ------------------------------ ------------------------------
Print Name: Sharon Hummerhielm Name: Earle D. Cortright, Jr.
Title: President
/s/Nancy Roche
- ------------------------------
Print Name:Nancy Roche
3
<PAGE>
DELTONA LAND & INVESTMENT
CORP.
/s/Nancy Roche By: /s/ Earle D. Cortright, Jr.
- ------------------------------ ------------------------------
Print Name: Nancy Roche Name: Earle D. Cortright, Jr.
Title: President
/s/Sharon Hummerhielm
- ------------------------------
Print Name: Sharon Hummerhielm
THREE SEASONS CORPORATION
/s/Nancy Roche By: /s/ Earle D. Cortright, Jr.
- ------------------------------ ------------------------------
Print Name: Nancy Roche Name: Earle D. Cortright, Jr.
Title: President
/s/Sharon Hummerhielm
- ------------------------------
Print Name: Sharon Hummerhielm
DELTONA CONSTRUCTION
COMPANY, INC.
/s/Nancy Roche By: /s/ Earle D. Cortright, Jr.
- ------------------------------ ------------------------------
Print Name: Nancy Roche Name: Earle D. Cortright, Jr.
Title: President
/s/Sharon Hummerhielm
- ------------------------------
Print Name: Sharon Hummerhielm
Signed, sealed and delivered YASAWA HOLDING, N.V
in the presence of:
- ------------------------------ By: /s/ R. De Meza
Print Name: ------------------------------
Name: R. De Meza for Zarf Trust
Corporation, N.V., Director
- ------------------------------
Print Name:
4
<PAGE>
STATE OF FLORIDA)
)
COUNTY OF DADE )
Before me this 13th day of November, 1997 personally appeared Earle D.
Cortright, Jr. 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/ Nancy Roche
- --------------------------
Notary Signature
Print Name:
THE NETHERLANDS ANTILLES)
)
CITY OF CURACAO )
Before me this 23rd day of December, 1997 personally appeared R. DeMeza 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.
- --------------------------
Notary Signature
Print Name:
5
<PAGE>
SCHEDULES
---------
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.
EXHIBIT 4(q)
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
ST. JOHNS COUNTY/SWAN
No. 100 (a)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
in Official Records Book 337, at Page 551; and that certain Mortgage and
Security Agreement dated April 1, 1977, recorded in Official Records Book
337, at Page 424, of the Public Records of St. Johns County, Florida; as
such Mortgages were consolidated pursuant to that certain Mortgage
Consolidation Agreement, dated December 17, 1981, (not recorded in St.
Johns County), as heretofore or hereafter modified and amended (the
"Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 21, 1987 in Official Records Book 0742 at Page 0095, and Continuation
thereof recorded March 20, 1992 in Official Records Book 0931 at Page 1156;
and Financing Statement recorded August 3, 1992 in Official Records Book
0951, Page 1429, of the Public Records of St. Johns County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of REPLAT OF A PORTION
OF ST. AUGUSTINE SHORES UNIT ONE, according to the plat thereof, as recorded in
Plat Book 11, Pages 76 through 80, inclusive of the Public Records of St. Johns
County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
Ol 0035 0007 270135-0070
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks, and Tracts, lying in and being a part of REPLAT
OF ST. AUGUSTINE SHORES UNIT TWO, according to the plat thereof, as recorded in
Plat Book 13, Pages 114 through 124, inclusive of the Public Records of St.
Johns County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
02 0149 0001 284149-0010
02 0149 0002 284149-0020
02 0149 0003 284149-0030
02 0149 0005 284149-0050
02 0149 0007 284149-0070
02 0149 0009 284149-0090
02 0149 0011 284149-0110
02 0149 0012 284149-0120
02 0149 0013 284149-0130
02 0149 0014 284149-0140
02 0149 0015 284149-0150
02 0149 0016 284149-0160
02 0151 0002 284151-0020
02 0152 0001 284152-0010
02 0152 0002 284152-0020
02 0152 0003 284152-0030
02 0152 0004 284152-0040
02 TRACT "A" 272001-0000
02 TRACT "B" 272001-0000
02 TRACT "E" 272005-0000
02 TRACT "A-D" 272001-0000
02 TRACT "A-E" 272001-0000
</TABLE>
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
TRACT "C-2", ST. AUGUSTINE SHORES UNIT FOUR:
TAX IDENTIFICATION NO. 284000-0001:
THAT PART OF: Tract "C", of ST. AUGUSTINE SHORES UNIT FOUR, according to the
plat thereof, recorded in Plat Book 13, Pages 31 through 38 inclusive, of the
Public Records of St. Johns County,
LESS AND EXCEPT' that certain portion conveyed by Corrective Warranty Deed
dated.December 13, 1978, from The Deltona Corporation to St. Augustine Shores
Area Volunteer Fire Department, Inc., recorded December 15, 1978 in Official
Records Book 397, Pages 29 through31 inclusive, of the Public Records of St.
Johns County, Florida;
RESERVING unto The Deltona Corporation, its successors or assigns, an easement
for utilityp~urposes more particularly described as: The Southeasterly and the
Northeasterly 15.00 feet of the property as measured perpendicularly to the
Southeasterly and Northeasterly boundary thereof.
AND
TRACT "14-A", ST. AUGUSTINE SHORES UNIT FOUR:
TAX IDENTIFICATION NO. 184370-0010:
THAT PART OF: SECTION 40 (J. Falaney Grant), TOWNSHIP B SOUTH, RANGE 30 EAST,
St. Johns County, Florida, bounded by the following:
On the West by the Easterly plat limit of ST. AUGUSTINE SHORES UNIT SIX,
according to the plat thereof, as recorded in Plat Book 14, Pages 40 through 46
inclusive, of the Public Records of St. Johns County, Florida, and; on the South
by the Northerly boundary line of that certain parcel of land conveyed from The
Deltona Corporation to St. Augustine Shores Service Corporation, Inc., by
Warranty Deed dated October 2, 1989 and recorded in Official Records Book 834,
Pages 507 through 509 inclusive, of the Public Records of St. Johns County,
Florida, and; on the North by the Southerly plat limit of ST. AUGUSTINE SHORES
UNIT FOUR, according to the plat thereof, as recorded in Plat Book 13, Pages 31
through 38 inclusive, of the Public Records of St. Johns County, Florida, and;
on the East by the Mean High Water Line of the Matanzas River.
TOGETHER WITH/SUBJECT TO:
Those certain easements for ingress/egress contained in that certain Agreement
for Mutual Easements dated October 4, 1989 and recorded in Official Records Book
834 at Pages 513 through 522 inclusive, of the Public Records of St. Johns
County, Florida.
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Tracts lying in and being a part of ST. AUGUSTINE SHORES UNIT
FIVE, according to the plat thereof, as recorded in Plat Book 14, Pages 21
through 24, inclusive of the Public Records of St. Johns County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
05 TRACT "J" 284153-0001
</TABLE>
TRACT "H-2", ST. AUGUSTINE SHORES UNIT SIX:
TAX I. D. NUMBER 284168-000l:
THAT PART OF: Tract "H" of ST. AUGUSTINE SHORES UNIT SIX, according to the plat
thereof as recorded in Plat Book 14, Pages 40 through 46, inclusive of the
Public Records of St. Johns County, Florida, being more particularly described
as follows:
COMMENCE at the Northwest corner of said Tract "H", said point also being on the
Easterly Right-of-Way line of Shores Blvd. as shown on said plat of ST.
AUGUSTINE SHORES UNIT SIX; thence run S00*39'00"E, along said Easterly Right-
of-Way Line, for a distance of 266.51 feet to the POINT OF BEGINNING of the
parcel of land hereinafter described; thence continue 500*39'00E, along said
Right-of-Way Line for a distance of 84.61 feet to the point of curvature of a
circular curve to the left having a radius of 950.00 feet; thence run Southerly,
along the arc of said curve, through a central angle of 10*52'31", for a
distance of 180.32 feet to the end of said curve; thence leaving said
Right-of-Way Line, run N78028'29"E, radial to the last described curve, for a
distance of 392.02 feet to a point on the Easterly boundary line of said Tract
"H"; thence run N25*27'06"E, along said boundary line, for a distance of 17.43
feet; thence run N33*16'53"W for a distance of 185.00 feet; thence run
N00*39'00"W for a distance of 18.45 feet; thence, leaving said Easterly boundary
line, run S89*21'00"W, for a distance of 310.00 feet to the Point of Beginning.
Containing 1.90 acres, more or less.
AND
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of ST. AUGUSTINE SHORES
UNIT SIX, according to the plat thereof, as recorded in Plat Book 14, Pages 40
through 46, inclusive of the Public Records of St. Johns County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
06 TRACT "K" 284168-0001
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks, and Tracts, lying in and being a part of ST.
AUGUSTINE SHORES UNIT SEVEN, according to the plat thereof, as recorded in Plat
Book 22, Pages 24 through 48, inclusive of the Public Records of St. Johns
County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0195 0002 284195-0020
07 0195 0004 284195-0040
07 0195 0005 284195-0050
07 0195 0006 284195-0060
07 0195 0007 284195-0070
07 0195 0008 284195-0080
07 0195 0009 284195-0090
07 0195 0010 284195-0100
07 0195 0011 284195-0110
07 0195 0012 284195-0120
07 0195 0013 284195-0130
07 0195 0014 284195-0140
07 0195 0015 284195-0150
07 0195 0016 284195-0160
07 0195 0017 284195-0170
07 0195 0018 284195-0160
07 0195 0019 284195-0190
07 0195 0020 284195-0200
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0195 0021 284195-0210
07 0195 0022 284195-0220
07 0195 0023 284195-0230
07 0196 0001 284196-0010
07 0196 0002 284196-0020
07 0196 0004 284196-0040
07 0196 0005 284196-0050
07 0196 0006 284196-0060
07 0196 0007 284196-0070
07 0196 0008 284196-0080
07 0196 0009 284196-0090
07 0196 0010 284196-0100
07 0196 0011 284196-0110
07 0196 0012 284196-0120
07 0196 0013 284196-0130
07 0196 0014 284196-0140
07 0196 0015 284196-0150
07 0196 0016 284196-0160
07 0196 0017 284196-0170
07 0196 0018 284196-0180
07 0196 0019 284196-0190
07 0197 0001 284197-0010
07 0197 0003 284197-0030
07 0197 0004 284197-0040
07 0197 0005 284197-0050
07 0197 0006 284197-0060
07 0197 0007 284197-0070
07 0197 0009 284197-0090
07 0197 0010 284197-0100
07 0197 0011 284197-0110
07 0197 0012 284197-0120
07 0197 0013 284197-0130
07 0197 0014 284197-0140
07 0197 0015 284197-0150
07 0197 0016 284197-0160
07 0197 0017 284197-0170
07 0197 0018 284197-0180
07 0197 0019 284197-0190
07 0197 0020 284197-0200
07 0197 0021 284197-0210
07 0197 0022 284197-0220
07 0197 0023 284197-0230
07 0197 0024 284197-0240
07 0197 0025 284197-0250
07 0197 0026 284197-0260
07 0197 0027 284197-0270
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0197 0028 284197-0280
07 0197 0029 284197-0290
07 0197 0030 284197-0300
07 0197 0031 284197-0310
07 0198 0001 284198-0010
07 0198 0002 284198-0020
07 0198 0003 284198-0030
07 0198 0004 284198-0040
07 0198 0005 284198-0050
07 0198 0006 284198-0060
07 0198 0008 284198-0080
07 0198 0009 284198-0090
07 0198 0011 284198-0110
07 0198 0012 284198-0120
07 0198 0013 284198-0130
07 0198 0014 284198-0140
07 0198 0015 284198-0150
07 0198 0016 284198-0160
07 0198 0017 284198-0170
07 0198 0018 284198-0180
07 0198 0019 284198-0190
07 0198 0020 284198-0200
07 0198 0021 284198-0210
07 0198 0022 284198-0220
07 0199 0001 284199-0010
07 0199 0003 284199-0030
07 0199 0004 284199-0040
07 0199 0005 284199-0050
07 0199 0006 284199-0060
07 0199 0007 284199-0070
07 0199 0008 284199-0080
07 0199 0009 284199-0090
07 0199 0010 284199-0100
07 0199 0011 284199-0110
07 0199 0012 284199-0120
07 0199 0013 284199-0130
07 0199 0014 284199-0140
07 0199 0015 284199-0150
07 0199 0016 284199-0160
07 0199 0018 284199-0180
07 0199 0019 284199-0190
07 0199 0020 284199-0200
07 0199 0022 284199-0220
07 0199 0024 284190-0240
07 0199 0026 284199-0260
07 0199 0030 284199-0300
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0200 0001 284200-0010
07 0200 0002 284200-0020
07 0200 0003 284200-0030
07 0200 0004 284200-0040
07 0200 0005 284200-0050
07 0200 0006 284200-0060
07 0200 0007 284200-0070
07 0200 0008 284200-0080
07 0200 0009 284200-0090
07 0200 0010 284200-0100
07 0200 0011 284200-0110
07 0200 0012 284200-0120
07 0200 0013 284200-0130
07 0200 0014 284200-0140
07 0200 0015 284200-0150
07 0200 0016 284200-0160
07 0200 0017 284200-0170
07 0200 0018 284200-0180
07 0200 0019 284200-0190
07 0200 0020 284200-0200
07 0200 0021 284200-0210
07 0200 0022 284200-0220
07 0200 0023 284200-0230
07 0200 0024 284200-0240
07 0200 0025 284200-0250
07 0200 0026 284200-0260
07 0200 0027 284200-0270
07 0200 0028 284200-0280
07 0200 0029 284200-0290
07 0200 0030 284200-0300
07 0200 0031 284200-0310
07 0201 0002 284201-0020
07 0201 0005 284201-0050
07 0201 0006 284201-0060
07 0201 0007 284201-0070
07 0201 0009 284201-0090
07 0201 0010 284201-0100
07 0201 0011 284201-0110
07 0201 0012 284201-0120
07 0201 0013 284201-0130
07 0201 0014 284201-0140
07 0201 0015 284201-0150
07 0201 0016 284201-0160
07 0201 0017 284201-0170
07 0201 0018 284201-0180
07 0201 0019 284201-0190
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0201 0020 284201-0200
07 0201 0021 284201-0210
07 0201 0022 284201-0220
07 0201 0023 284201-0230
07 0201 0024 284201-0240
07 0201 0025 284201-0250
07 0201 0026 284201-0260
07 0201 0027 284201-0270
07 0201 0028 284201-0280
07 0201 0029 284201-0290
07 0201 0030 284201-0300
07 0201 0031 284201-0310
07 0201 0032 284201-0320
07 0201 0033 284201-0330
07 0201 0034 284201-0340
07 0201 0035 284201-0350
07 0201 0036 284201-0360
07 0201 0037 284201-0370
07 0201 0038 284201-0380
07 0201 0039 284201-0390
07 0201 0040 284201-0400
07 0201 0041 284201-0410
07 0201 0042 284201-0420
07 0202 0001 284202-0010
07 0202 0002 284202-0020
07 0202 0003 284202-0030
07 0202 0004 284202-0040
07 0202 0005 284202-0050
07 0202 0006 284202-0060
07 0202 0007 284202-0070
07 0202 0008 284202-0080
07 0202 0009 284202-0090
07 0202 0010 284202-0100
07 0202 0011 284202-0110
07 0202 0012 284202-0120
07 0202 0013 284202-0130
07 0202 0014 284202-0140
07 0202 0015 284202-0150
07 0202 0016 284202-0160
07 0203 0001 284203-0010
07 0203 0002 284203-0020
07 0203 0003 284203-0030
07 0203 0004 284203-0040
07 0203 0005 284203-0050
07 0203 0006 284203-0060
07 0203 0007 284203-0070
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0203 0008 284203-0080
07 0203 0009 284203-0090
07 0203 0012 284203-0120
07 0203 0013 284203-0130
07 0203 0014 284203-0140
07 0203 0015 284203-0150
07 0203 0016 284203-0160
07 0203 0017 284203-0170
07 0203 0018 284203-0180
07 0203 0019 284203-0190
07 0203 0020 284203-0200
07 0203 0021 284203-0210
07 0203 0022 284203-0220
07 0203 0023 284203-0230
07 0203 0024 284203-0240
07 0203 0025 284203-0250
07 0203 0026 284203-0260
07 0203 0027 284203-0270
07 0203 0028 284203-0280
07 0203 0029 284203-0290
07 0203 0030 284203-0300
07 0203 0031 284203-0310
07 0203 0032 284203-0320
07 0203 0033 284203-0330
07 0203 0034 284203-0340
07 0203 0035 284203-0350
07 0203 0036 284203-0360
07 0203 0037 284203-0370
07 0203 0038 284203-0380
07 0203 0039 284203-0390
07 0203 0040 284203-0400
07 0203 0041 284203-0410
07 0203 0042 284203-0420
07 0203 0043 284203-0430
07 0203 0044 284203-0440
07 0203 0045 284203-0450
07 0203 0048 284203-0480
07 0203 0049 284203-0490
07 0203 0050 284203-0500
07 0203 0051 284203-0510
07 0203 0052 284203-0520
07 0203 0053 284203-0530
07 0203 0054 284203-0540
07 0203 0055 284203-0550
07 0203 0056 284203-0560
07 0203 0057 284203-0570
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0203 0058 284203-0580
07 0203 0059 284203-0590
07 0203 0060 284203-0600
07 0203 0061 284203-0610
07 0203 0062 284203-0620
07 0203 0063 284203-0630
07 0203 0064 284203-0640
07 0203 0065 284203-0650
07 0203 0066 284203-0660
07 0203 0067 284203-0670
07 0203 0068 284203-0680
07 0203 0069 284203-0690
07 0203 0070 284203-0700
07 0203 0071 284203-0710
07 0203 0072 284203-0720
07 0203 0073 284203-0730
07 0203 0074 284203-0740
07 0203 0075 284203-0750
07 0203 0076 284203-0760
07 0203 0077 284203-0770
07 0203 0078 284203-0780
07 0203 0079 284203-0790
07 0203 0080 284203-0800
07 0203 0081 284203-0810
07 0203 0084 284203-0840
07 0203 0085 284203-0850
07 0203 0086 284203-0860
07 0203 0087 284203-0870
07 0203 0088 284203-0880
07 0203 0089 284203-0890
07 0203 0090 284203-0900
07 0203 0092 284203-0920
07 0203 0093 284203-0930
07 0203 0095 284203-0950
07 0203 0096 284203-0960
07 0203 0097 284203-0970
07 0203 0098 284203-0980
07 0203 0099 284203-0990
07 0203 0100 284203-1000
07 0203 0101 284203-1101
07 0203 0102 284203-1102
07 0203 0103 284203-1103
07 0203 0104 284203-1104
07 0203 0105 284203-1105
07 0203 0106 284203-1106
07 0203 0107 284203-0070
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0203 0108 284203-1108
07 0203 0109 284203-1109
07 0203 0110 284203-0100
07 0203 0111 284203-0110
07 0204 0001 284204-0010
07 0204 0002 284204-0020
07 0204 0003 284204-0030
07 0204 0004 284204-0040
07 0204 0005 284204-0050
07 0204 0006 284204-0060
07 0204 0007 284204-0070
07 0204 0009 284204-0090
07 0204 0010 284204-0100
07 0204 0011 284204-0110
07 0204 0012 284204-0120
07 0204 0013 284204-0130
07 0204 0015 284204-0150
07 0204 0016 284204-0160
07 0204 0020 284204-0200
07 0204 0021 284204-0210
07 0204 0022 284204-0220
07 0204 0023 284204-0230
07 0204 0024 284204-0240
07 0204 0025 284204-0250
07 0204 0027 284204-0270
07 0204 0028 284204-0280
07 0204 0029 284204-0290
07 0204 0030 284204-0300
07 0204 0031 284204-0310
07 0204 0032 284204-0320
07 0204 0033 284204-0330
07 0204 0034 284204-0340
07 0204 0035 284204-0350
07 0204 0037 284204-0370
07 0204 0038 284204-0380
07 0204 0039 284204-0390
07 0204 0040 284204-0400
07 0204 0041 284204-0410
07 0204 0042 284204-0420
07 0204 0043 284204-0430
07 0204 0044 284204-0440
07 0204 0045 284204-0450
07 0204 0046 284204-0460
07 0204 0047 284204-0470
07 0204 0048 284204-0480
07 0204 0049 284204-0490
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0204 0050 284204-0500
07 0204 0051 284204-0510
07 0204 0052 284204-0520
07 0204 0053 284204-0530
07 0204 0054 284204-0540
07 0204 0055 284204-0550
07 0204 0056 284204-0560
07 0204 0057 284204-0570
07 0204 0058 284204-0580
07 0204 0059 284204-0590
07 0204 0060 284204-0600
07 0204 0061 284204-0610
07 0204 0062 284204-0620
07 0204 0063 284204-0630
07 0204 0064 284204-0640
07 0204 0065 284204-0650
07 0204 0066 284204-0660
07 0204 0067 284204-0670
07 0204 0068 284204-0680
07 0204 0069 284204-0690
07 0204 0070 284204-0700
07 0204 0071 284204-0710
07 0204 0072 284204-0720
07 0204 0073 284204-0730
07 0204 0074 284204-0740
07 0204 0075 284204-0750
07 0204 0076 284204-0760
07 0204 0077 284204-0770
07 0204 0078 284204-0780
07 0204 0079 284204-0790
07 0204 0080 284204-0800
07 0204 0081 284204-0810
07 0204 0082 284204-0820
07 0204 0083 284204-0830
07 0204 0084 284204-0840
07 0204 0085 284204-0850
07 0204 0086 284204-0860
07 0204 0087 284204-0870
07 0204 0088 284204-0880
07 0204 0089 284204-0890
07 0204 0090 284204-0900
07 0204 0091 284204-0910
07 0204 0092 284204-0920
07 0204 0093 284204-0930
07 0204 0094 284204-0940
07 0204 0095 284204-0950
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0204 0096 284204-0960
07 0204 0097 284204-0970
07 0204 0098 284204-0980
07 0204 0099 284204-0990
07 0204 0100 284204-1000
07 0204 0101 284204-1010
07 0204 0102 284204-1020
07 0204 0103 284204-1030
07 0204 0104 284204-1040
07 0204 0105 284204-1050
07 0204 0106 284204-1060
07 0204 0107 284204-1070
07 0204 0108 284204-1080
07 0204 0109 284204-1090
07 0204 0110 284204-1100
07 0204 0111 284204-1110
07 0204 0112 284204-1120
07 0204 0113 284204-1130
07 0204 0114 284204-1140
07 0204 0115 284204-1150
07 0204 0116 284204-1160
07 0204 0117 284204-1170
07 0204 0118 284204-1180
07 0204 0119 284204-1190
07 0204 0120 284204-1200
07 0205 0002 284205-0020
07 0205 0003 284205-0030
07 0205 0004 284205-0040
07 0205 0005 284205-0050
07 0205 0006 284205-0060
07 0205 0007 284205-0070
07 0205 0008 284205-0080
07 0205 0009 284205-0090
07 0205 0010 284205-0100
07 0205 0011 284205-0110
07 0205 0012 284205-0120
07 0205 0013 284205-0130
07 0205 0014 284205-0140
07 0205 0015 284205-0150
07 0205 0016 284205-0160
07 0205 0017 284205-0170
07 0205 0018 284205-0180
07 0205 0019 284205-0190
07 0205 0020 284205-0200
07 0205 0023 284205-0230
07 0205 0024 284205-0240
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0205 0026 284205-0260
07 0205 0027 284205-0270
07 0205 0028 284205-0280
07 0205 0029 284205-0290
07 0205 0031 284205-0310
07 0205 0032 284205-0320
07 0205 0035 284205-0350
07 0205 0037 284205-0370
07 0205 0038 284205-0380
07 0205 0039 284205-0390
07 0205 0040 284205-0400
07 0205 0041 284205-0410
07 0205 0042 284205-0420
07 0205 0043 284205-0430
07 0205 0044 284205-0440
07 0205 0045 284205-0450
07 0205 0046 284205-0460
07 0205 0047 284205-0470
07 0205 0048 284205-0480
07 0205 0049 284205-0490
07 0205 0050 284205-0500
07 0205 0051 284205-0510
07 0205 0052 284205-0520
07 0205 0053 284205-0530
07 0205 0054 284205-0540
07 0205 0055 284205-0550
07 0205 0056 284205-0560
07 0205 0057 284205-0570
07 0205 0058 284205-0580
07 0205 0059 284205-0590
07 0205 0060 284205-0600
07 0205 0061 284205-0610
07 0205 0062 284205-0620
07 0205 0063 284205-0630
07 0205 0066 284205-0660
07 0205 0069 284205-0690
07 0205 0070 284205-0700
07 0205 0073 284205-0730
07 0205 0074 284205-0740
07 0205 0075 284205-0750
07 0205 0076 284205-0760
07 0205 0077 284205-0770
07 0205 0078 284205-0780
07 0205 0079 284205-0790
07 0205 0080 284205-0800
07 0205 0081 284205-0810
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0205 0082 284205-0820
07 0205 0083 284205-0830
07 0205 0085 284205-0850
07 0205 0086 284205-0860
07 0205 0087 284205-0870
07 0205 0091 284205-0910
07 0206 0001 284206-0010
07 0206 0002 284206-0020
07 0206 0003 284206-0030
07 0206 0004 284206-0040
07 0206 0005 284206-0050
07 0206 0006 284206-0060
07 0206 0007 284206-0070
07 0206 0008 284206-0080
07 0206 0009 284206-0090
07 0206 0010 284206-0100
07 0206 0011 284206-0110
07 0206 0012 284206-0120
07 0206 0013 284206-0130
07 0206 0014 284206-0140
07 0206 0015 284206-0150
07 0206 0016 284206-0160
07 0206 0017 284206-0170
07 0206 0018 284206-0180
07 0206 0019 284206-0190
07 0206 0021 284206-0210
07 0206 0022 284206-0220
07 0206 0023 284206-0230
07 0206 0024 284206-0240
07 0206 0033 284206-0330
07 0206 0034 284206-0340
07 0206 0035 284206-0350
07 0206 0036 284206-0360
07 0206 0038 284206-0380
07 0207 0001 284207-0010
07 0207 0002 284207-0020
07 0207 0003 284207-0030
07 0207 0004 284207-0040
07 0207 0005 284207-0050
07 0207 0006 284207-0060
07 0207 0007 284207-0070
07 0207 0008 284207-0080
07 0208 0001 284208-0010
07 0208 0002 284208-0020
07 0208 0003 284208-0030
07 0208 0004 284208-0040
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0208 0005 284208-0050
07 0208 0006 284208-0060
07 0208 0007 284208-0070
07 0208 0008 284208-0080
07 0208 0009 284208-0090
07 0208 0010 284208-0100
07 0208 0011 284208-0110
07 0208 0012 284208-0120
07 0208 0013 284208-0130
07 0209 0001 284209-0010
07 0209 0002 284209-0020
07 0209 0003 284209-0030
07 0209 0004 284209-0040
07 0209 0006 284209-0060
07 0209 0007 284209-0070
07 0209 0008 284209-0080
07 0209 0009 284209-0090
07 0209 0010 284209-0100
07 0209 0011 284209-0110
07 0209 0012 284209-0120
07 0209 0013 284209-0130
07 0209 0014 284209-0140
07 0209 0015 284209-0150
07 0209 0016 284209-0160
07 0209 0017 284209-0170
07 0209 0018 284209-0180
07 0209 0019 284209-0190
07 0209 0020 284209-0200
07 0209 0021 284209-0210
07 0209 0022 284209-0220
07 0209 0023 284209-0230
07 0209 0024 284209-0240
07 0209 0025 284209-0250
07 0209 0026 284209-0260
07 0209 0027 284209-0270
07 0209 0028 284209-0280
07 0209 0029 284209-0290
07 0209 0030 284209-0300
07 0209 0031 284209-0310
07 0209 0032 284209-0320
07 0209 0033 284209-0330
07 0209 0034 284209-0340
07 0209 0035 284209-0350
07 0209 0036 284209-0360
07 0209 0037 284209-0370
07 0209 0038 284209-0380
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0209 0039 284209-0390
07 0209 0040 284209-0400
07 0209 0041 284209-0410
07 0209 0042 284209-0420
07 0209 0043 284209-0430
07 0209 0044 284209-0440
07 0209 0045 284209-0450
07 0210 0001 284210-0010
07 0210 0002 284210-0020
07 0210 0003 284210-0030
07 0210 0004 284210-0040
07 0210 0005 284210-0050
07 0210 0006 284210-0060
07 0210 0007 284210-0070
07 0210 0008 284210-0080
07 0210 0009 284210-0090
07 0210 0010 284210-0100
07 0210 0011 284210-0110
07 0210 0012 284210-0120
07 0210 0013 284210-0130
07 0210 0014 284210-0140
07 0210 0015 284210-0150
07 0210 0016 284210-0160
07 0211 0002 284211-0020
07 0211 0003 284211-0030
07 0211 0004 284211-0040
07 0211 0005 284211-0050
07 0211 0006 284211-0060
07 0211 0007 284211-0070
07 0211 0008 284211-0080
07 0211 0009 284211-0090
07 0211 0010 284211-0100
07 0211 0011 284211-0110
07 0211 0012 284211-0120
07 0211 0013 284211-0130
07 0211 0014 284211-0140
07 0211 0015 284211-0150
07 0211 0016 284211-0160
07 0211 0017 284211-0170
07 0211 0018 284211-0180
07 0211 0019 284211-0190
07 0211 0020 284211-0200
07 0211 0021 284211-0210
07 0211 0022 284211-0220
07 0211 0023 284211-0230
07 0211 0024 284211-0240
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0211 0025 284211-0250
07 0211 0026 284211-0260
07 0211 0027 284211-0270
07 0211 0028 284211-0280
07 0211 0029 284211-0290
07 0211 0030 284211-0300
07 0211 0031 284211-0310
07 0211 0032 284211-0320
07 0211 0033 284211-0330
07 0212 0001 284212-0010
07 0212 0002 284212-0020
07 0212 0003 284212-0030
07 0212 0004 284212-0040
07 0212 0005 284212-0050
07 0212 0006 284212-0060
07 0212 0007 284212-0070
07 0212 0008 284212-0080
07 0212 0009 284212-0090
07 0212 0010 284212-0100
07 0212 0011 284212-0110
07 0212 0012 284212-0120
07 0212 0013 284212-0130
07 0212 0014 284212-0140
07 0212 0015 284212-0150
07 0212 0016 284212-0160
07 0212 0017 284212-0170
07 0212 0018 284212-0180
07 0212 0019 284212-0190
07 0212 0020 284212-0200
07 0212 0021 284212-0210
07 0212 0022 284212-0220
07 0212 0023 284212-0230
07 0212 0024 284212-0240
07 0212 0025 284212-0250
07 0212 0026 284212-0260
07 0212 0027 284212-0270
07 0212 0028 284212-0280
07 0212 0029 284212-0290
07 0212 0030 284212-0300
07 0212 0031 284212-0310
07 0212 0032 284212-0320
07 0212 0033 284212-0330
07 0212 0034 284212-0340
07 0212 0035 284212-0350
07 0212 0036 284212-0360
07 0212 0037 284212-0370
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0212 0038 284212-0380
07 0212 0039 284212-0390
07 0212 0040 284212-0400
07 0212 0041 284212-0410
07 0212 0042 284212-0420
07 0212 0043 284212-0430
07 0212 0044 284212-0440
07 0212 0045 284212-0450
07 0212 0046 284212-0460
07 0212 0047 284212-0470
07 0213 0001 284213-0010
07 0213 0002 284213-0020
07 0213 0003 284213-0030
07 0213 0004 284213-0040
07 0213 0005 284213-0050
07 0214 0002 284214-0020
07 0214 0003 284214-0030
07 0214 0004 284214-0040
07 0214 0005 284214-0050
07 0215 0002 284215-0020
07 0215 0003 284215-0030
07 0215 0004 284215-0040
07 0215 0005 284215-0050
07 0215 0006 284215-0060
07 0215 0007 284215-0070
07 0215 0008 284215-0080
07 0215 0009 284215-0090
07 0215 0010 284215-0100
07 0215 0012 284215-0120
07 0215 0013 284215-0130
07 0215 0014 284215-0140
07 0215 0015 284215-0150
07 0205 0016 284215-0160
07 0205 0017 284215-0170
07 0205 0018 284215-0180
07 0205 0019 284215-0190
07 0205 0020 284215-0200
07 0205 0021 284215-0210
07 0205 0022 284215-0220
07 0205 0024 284215-0240
07 0205 0025 284215-0250
07 7007<F1> 000B 284195-0002
07 7007<F1> 000C 284195-0002
07 7007<F1> 000D 284195-0002
07 7007<F1> 000E 284195-0002
07 7007<F1> 000F 284195-0002
<FN>
<F1>Denotes TRACT.
</FN>
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 7007<F1> 000H 284195-0002
07 7007<F1> 000K 284195-0002
07 7007<F1> 000L 284195-0002
07 7007<F1> 000M 284195-0002
07 7007<F1> 000N 284195-0002
07 7007<F1> 000P 284195-0002
07 7007<F1> 000Q 284195-0002
07 7007<F1> 000R 284195-0002
07 7007<F1> 000S 284195-0002
07 7007<F1> 000T 284195-0002
07 7007<F1> 000U 284195-0002
07 7007<F1> 000V 284195-0002
07 7007<F1> 000W 284195-0002
07 7007<F1> 000X 284195-0002
07 7007<F1> 000Y 284195-0002
07 7007<F1> 000Z 284195-0002
07 7007<F1> 00AA 284195-0002
07 7007<F1> 00BB 284195-0002
07 7007<F1> 00CC 284195-0002
<FN>
<F1>Denotes TRACT.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of ST. AUGUSTINE SHORES UNIT EIGHT according to the plat
thereof, as recorded in Plat Book 21, Pages 58 through 63, inclusive of the Public Records of St. Johns County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0185 0001 284185-0010
08 0185 0004 284185-0040
08 0185 0007 284185-0070
08 0185 0009 284185-0090
08 0185 0010 284185-0100
08 0185 0011 284185-0110
08 0185 0012 284185-0120
08 0185 0014 284185-0140
08 0185 0015 284185-0150
08 0185 0016 284185-0160
08 0185 0017 284185-0170
08 0185 0021 284185-0210
08 0185 0022 284185-0220
08 0185 0025 284185-0250
08 0185 0030 284185-0300
08 0185 0031 284185-0310
08 0185 0032 284185-0320
08 0185 0033 284185-0330
08 0185 0037 284185-0370
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0185 0038 284185-0380
08 0185 0039 284185-0390
08 0185 0041 284185-0410
08 0185 0044 284185-0440
08 0185 0045 284185-0450
08 0185 0046 284185-0460
08 0185 0047 284185-0470
08 0185 0048 284185-0480
08 0185 0049 284185-0490
08 0185 0050 284185-0500
08 0186 0001 284186-0010
08 0186 0002 284186-0020
08 0186 0003 284186-0030
08 0186 0004 284186-0040
08 0186 0006 284186-0060
08 0186 0009 284186-0090
08 0186 0010 284186-0100
08 0187 0001 284187-0010
08 0187 0002 284187-0020
08 0187 0004 284187-0040
08 0187 0005 284187-0050
08 0188 0001 284188-0010
08 0188 0002 284188-0020
08 0188 0003 284188-0030
08 0188 0004 284188-0040
08 0188 0005 284188-0050
08 0188 0006 284188-0060
08 0188 0007 284188-0070
08 0188 0008 284188-0080
08 0188 0009 284188-0090
08 0188 0010 284188-0100
08 0188 0011 284188-0110
08 0189 0001 284189-0010
08 0189 0002 284189-0020
08 0189 0003 284189-0030
08 0189 0004 284189-0040
08 0189 0005 284189-0050
08 0189 0008 284189-0080
08 0189 0009 284189-0090
08 0189 0010 284189-0100
08 0189 0011 284189-0110
08 0189 0012 284189-0120
08 0189 0013 284189-0130
08 0189 0014 284189-0140
08 0189 0015 284189-0150
08 0189 0016 284189-0160
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0189 0017 284189-0170
08 0189 0018 284189-0180
08 0189 0019 284189-0190
08 0189 0020 284189-0200
08 0189 0022 284189-0220
08 0189 0023 284189-0230
08 0189 0025 284189-0250
08 0189 0026 284189-0260
08 0189 0027 284189-0270
08 0189 0028 284189-0280
08 0189 0029 284189-0290
08 0189 0030 284189-0300
08 0189 0031 284189-0310
08 0189 0032 284189-0320
08 0189 0033 284189-0330
08 0189 0034 284189-0340
08 0189 0035 284189-0350
08 0189 0036 284189-0360
08 0189 0037 284189-0370
08 0189 0038 284189-0380
08 0189 0039 284189-0390
08 0189 0040 284189-0400
08 0189 0041 284189-0410
08 0189 0042 284189-0420
08 0189 0043 284189-0430
08 0189 0044 284189-0440
08 0189 0045 284189-0450
08 0189 0046 284189-0460
08 0189 0047 284189-0470
08 0189 0048 284189-0480
08 0189 0049 284189-0490
08 0189 0050 284189-0500
08 0189 0051 284189-0510
08 0189 0052 284189-0520
08 0189 0053 284189-0530
08 0189 0055 284189-0550
08 0189 0056 284189-0560
08 0189 0057 284189-0570
08 0189 0058 284189-0580
08 0189 0059 284189-0590
08 0189 0061 284189-0610
08 0189 0062 284189-0620
08 0189 0063 284189-0630
08 0189 0064 284189-0640
08 0189 0065 284189-0650
08 0189 0066 284189-0660
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0189 0067 284189-0670
08 0189 0068 284189-0680
08 0189 0069 284189-0690
08 0189 0070 284189-0700
08 0189 0071 284189-0710
08 0189 0072 284189-0720
08 0189 0073 284189-0730
08 0189 0074 284189-0740
08 0189 0075 284189-0750
08 0189 0076 284189-0760
08 0189 0077 284189-0770
08 0189 0078 284189-0780
08 0189 0079 284189-0790
08 0189 0080 284189-0800
08 0189 0081 284189-0810
08 0189 0082 284189-0820
08 0190 0001 284190-0010
08 0190 0002 284190-0020
08 0190 0003 284190-0030
08 0190 0004 284190-0040
08 0191 0001 284191-0010
08 0191 0002 284191-0020
08 0191 0003 284191-0030
08 0191 0004 284191-0040
08 0191 0005 284191-0050
08 0191 0006 284191-0060
08 0191 0007 284191-0070
08 0191 0008 284191-0080
08 0191 0009 284191-0090
08 0191 0010 284191-0100
08 0191 0011 284191-0110
08 0191 0012 284191-0120
08 0192 0001 284192-0010
08 0192 0002 284192-0020
08 0192 0007 284192-0070
08 0192 0008 284192-0080
08 0192 0009 284192-0090
08 0192 0010 284192-0100
08 0192 0011 284192-0110
08 0192 0012 284192-0120
08 0192 0013 284192-0130
08 0192 0014 284192-0140
08 0192 0015 284192-0150
08 0193 0001 284193-0010
08 0193 0002 284193-0020
08 0193 0003 284193-0030
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0193 0004 284193-0040
08 0193 0005 284193-0050
08 0193 0006 284193-0060
08 0193 0007 284193-0070
08 0193 0008 284193-0080
08 0193 0009 284193-0090
08 0193 0010 284193-0100
08 0193 0011 284193-0110
08 0193 0012 284193-0120
08 0193 0013 284193-0130
08 0193 0014 284193-0140
08 0193 0015 284193-0150
08 0193 0016 284193-0160
08 0193 0017 284193-0170
08 0193 0018 284193-0180
08 0193 0019 284193-0190
08 0193 0020 284193-0200
08 0193 0021 284193-0210
08 0193 0022 284193-0220
08 0193 0023 284193-0230
08 0193 0024 284193-0240
08 0193 0025 284193-0250
08 0193 0026 284193-0260
08 0193 0027 284193-0270
08 0193 0028 284193-0270
08 0193 0029 284193-0290
08 0193 0030 284193-0300
08 0193 0031 284193-0310
08 0194 0001 284194-0010
08 0194 0002 284194-0020
08 7008<F1> 000B 284185-0001
08 7008<F1> 000C 284185-0001
08 7008<F1> 000D 284185-0001
08 7008<F1> 000E 284185-0001
08 7008<F1> 000F 284185-0001
<FN>
<F1>Denotes TRACT.
</FN>
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
CITRUS COUNTY
No. 100 (b)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
June 8, 1977 in Official Records Book 465, at Page 703; and that certain
Mortgage and Security Agreement dated April 1, 1977, recorded June 8, 1977
in Official Records Book 465, at Page 828; as such Mortgages were
consolidated pursuant to that certain Mortgage Consolidation Agreement
dated December 17, 1981, recorded December 30, 1981 in Official Records
Book 589, at Page 495; of the Public Records of Citrus County, Florida, as
heretofore or hereafter modified and amended (the "Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 8, 1987 in Official Records Book 735 at Page 0625, and Continuation
thereof recorded March 20, 1992 in Official Records Book 0930 at Page 0221;
and Financing Statement recorded June 27, 1992 in Official Records Book
0946, Page 1033, of the Public Records of Citrus County, Florida.
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A"
CITRUS COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
5, according to the plat thereof, as recorded in Plat Book 6, Pages 1 through
14, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
05 0544 0015 1311047
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
8, according to the plat thereof, as recorded in Plat Book 6, Pages 43 through
49, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0762 0005 1338794
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
16 according to the plat thereof, as recorded in Plat Book 6, Pages 145 through
150, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
16 0977 0005 1398169
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
17, according to the plat thereof, as recorded in Plat Book 7, Pages 1 through
18, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
17 1221 0015 1411637
17 1228 0011 1413087
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
20, according to the plat thereof, as recorded in Plat Book 7, Pages 52 through
66, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
20 1329 0001 1434254
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
22, according to the plat thereof, as recorded in Plat Book 7, Pages 93 through
109, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
22 1529 0009 2144041
22 1583 0008 2207736
22 1583 0021 2207850
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
23, according to the plat thereof, as recorded in Plat Book 7, Pages 115 through
133, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
23 1687 0023 2065419
23 1756 0013 2148764
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
26, according to the plat thereof, as recorded in Plat Book 9, Pages 7 through
16, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
26 1614 0015 2090537
26 1621 0005 2097698
26 1625 0017 2103604
26 1627 0003 2104074
26 1630 0004 2105127
26 1635 0002 2113928
26 1649 0006 2127490
26 1653 0014 2136855
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of CITRUS SPRINGS UNIT
27 according to the plat thereof, as recorded in Plat Book 9, Pages 54 through
70, inclusive of the Public Records of Citrus County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
27 1490 0002 2181133
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
MARION COUNTY/Scafholding
No. 100 (c)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
June 7, 1977 in Official Records Book 812, at Page 60; and that certain
Mortgage and Security Agreement dated April 1, 1977, recorded June 7, 1977
in Official Records Book 812, at Page 185; as such Mortgages were
consolidated pursuant to that certain Mortgage Consolidation Agreement
dated December 17, 1981, recorded December 29, 1981 in Official Records
Book 1093, at Page 1429; of the Public Records of Marion County, Florida,
as heretofore or hereafter modified and amended (the "Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 8, 1987 in Official Records Book 1418 at Page 1170, and Continuation
thereof recorded March 20, 1992 in Official Records Book 1815 at Page 1578;
and Financing Statement recorded June 28, 1992 in Official Records Book
1850, Page 1094, of the Public Records of Marion County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT ONE,
according to the plat thereof, as recorded in Plat Book 0, Pages 1 through 18,
inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
01 0112 0006 8001-0112-06
01 0112 0011 8001-0112-11
01 0112 0016 8001-0112-16
01 0113 0002 8001-0113-02
01 0113 0012 8001-0113-12
01 0113 0016 8001-0113-16
01 0113 0017 8001-0113-17
01 0116 0021 8001-0116-21
01 0117 0009 8001-0117-09
01 0129 0015 8001-0129-15
01 0172 0013 8001-0172-13
01 0181 0005 8001-0181-05
01 0182 0002 8001-0182-02
01 0252 0004 8001-0252-04
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT TWO
according to the plat thereof, as recorded in Plat Book 0, Pages 19 through 35,
inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
02 0241 0011 8002-0241-11
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT
THREE according to the plat thereof, as recorded in Plat Book 0, Pages 36
through 52, inclusive of the Public Records of Marion County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
03 0320 0013 8003-0320-13
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT FOUR
according to the plat thereof, as recorded in Plat Book 0, Pages 53 through 80,
inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
04 0530 0001 8004-0530-01
04 0567 0015 8004-0567-15
04 0572 0022 8004-0572-22
04 0574 0012 8004-0574-12
04 0574 0013 8004-0574-13
04 0582 0001 8004-0582-01
04 0585 0004 8004-0585-04
04 0586 0017 8004-0586-17
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT FIVE
according to the plat thereof, as recorded in Plat Book 0, Pages 81 through 106,
inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
05 0816 0007 8005-0816-07
05 0845 0018 8005-0845-18
05 0854 0014 8005-0854-14
05 0854 0020 8005-0854-20
05 0857 0007 8005-0857-07
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT SIX
according to the plat thereof, as recorded in Plat Book 0, Pages 107through 139,
inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
06 0161 0001 8006-0161-01
06 0161 0003 8006-0161-03
06 0614 0020 8006-0614-20
06 0619 0004 8006-0619-04
06 0627 0006 8006-0627-06
06 0628 0006 8006-0628-06
06 0643 0006 8006-0643-06
06 0665 0006 8006-0665-06
06 0672 0005 8006-0672-05
06 0674 0002 8006-0674-02
06 0677 0013 8006-0677-13
06 0679 0005 8006-0679-05
06 0679 0012 8006-0679-12
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT
SEVEN according to the plat thereof, as recorded in Plat Book 0, Pages 140
through 153, inclusive of the Public Records of Marion County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 1024 0012 8007-1024-12
07 1024 0013 8007-1024-13
07 1027 0001 8007-1027-01
07 1030 0008 8007-1030-08
07 1034 0004 8007-1034-04
07 1059 0002 8007-1059-02
07 1064 0014 8007-1064-14
07 1080 0003 8007-1080-03
07 1083 0024 8007-1083-24
07 1083 0034 8007-1083-34
07 1083 0035 8007-1083-35
07 1091 0006 8007-1091-06
07 1105 0004 8007-1105-04
07 1125 0001 8007-1125-01
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT NINE
according to the plat thereof, as recorded in Plat Book 0, Pages 164 through
193, inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
09 1133 0019 8009-1133-19
09 1135 0012 8009-1135-12
09 1137 0024 8009-1137-24
09 1137 0027 8009-1137-27
09 1142 0006 8009-1142-06
09 1165 0020 8009-1165-20
09 1170 0006 8009-1170-06
09 1174 0017 8009-1174-17
09 1174 0023 8009-1174-23
09 1176 0018 8009-1176-18
09 1196 0019 8009-1196-19
09 1199 0005 8009-1199-05
09 1199 0007 8009-1199-07
09 1200 0025 8009-1200-25
09 1203 0004 8009-1203-04
09 1207 0012 8009-1207-12
09 1208 0004 8009-1208-04
09 1210 0007 8009-1210-07
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
09 1212 0021 8009-1212-21
09 1213 0004 8009-1213-04
09 1220 0010 8009-1220-10
09 1255 0008 8009-1255-08
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT TEN
according to the plat thereof, as recorded in Plat Book 0, Pages 194 through
213, inclusive of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
10 0874 0001 8010-0874-0001
10 0876 0007 8010-0876-0007
10 0876 0012 8010-0876-0012
10 0899 0001 8010-0899-0001
10 0901 0002 8010-0901-0002
10 0901 0008 8010-0901-0008
10 0905 0020 8010-0905-0020
10 0910 0006 8010-0910-0006
10 0920 0015 8010-0920-0015
10 0928 0001 8010-0928-0001
10 0930 0018 8010-0930-0018
10 0942 0007 8010-0942-0007
10 0942 0012 8010-0942-0012
10 0943 0013 8010-0943-0013
10 0943 0014 8010-0943-0014
10 0945 0015 8010-0945-0015
10 0946 0002 8010-0946-0002
10 0946 0016 8010-0946-0016
10 0947 0007 8010-0947-0007
10 0949 0005 8010-0949-0005
10 0967 0011 8010-0967-0011
10 0977 0013 8010-0977-0013
10 0983 0003 8010-0983-0003
10 0985 0009 8010-0985-0009
10 0986 0009 8010-0986-0009
10 0996 0003 8010-0996-0003
10 0996 0004 8010-0996-0004
10 1018 0018 8010-1018-0018
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT
ELEVEN according to the plat thereof, as recorded in Plat Book 0, Pages 214
through 224, inclusive of the Public Records of Marion County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
11 1383 0016 8011-1383-16
11 1383 0017 8011-1383-17
11 1383 0020 8011-1383-20
11 1384 0019 8011-1384-19
11 1384 0025 8011-1384-25
11 1384 0026 8011-1384-26
11 1384 0028 8011-1384-28
11 1384 0036 8011-1384-36
11 1384 0037 8011-1384-37
11 1384 0042 8011-1384-42
11 1384 0045 8011-1384-45
11 1387 0002 8011-1387-02
11 1387 0006 8011-1387-06
11 1390 0005 8011-1390-05
11 1390 0010 8011-1390-10
11 1390 0011 8011-1390-11
11 1390 0012 8011-1390-12
11 1390 0013 8011-1390-13
11 1391 0004 8011-1391-04
11 1391 0005 8011-1391-05
11 1391 0006 8011-1391-06
11 1392 0004 8011-1392-04
11 1392 0012 8011-1392-12
11 1392 0015 8011-1392-15
11 1392 0016 8011-1392-16
11 1392 0020 8011-1392-20
11 1394 0007 8011-1394-07
11 1395 0007 8011-1395-07
11 1396 0003 8011-1396-03
11 1396 0004 8011-1396-04
11 1396 0008 8011-1396-08
11 1397 0006 8011-1397-06
11 1397 0007 8011-1397-07
11 1397 0008 8011-1397-08
11 1397 0017 8011-1397-17
11 1397 0021 8011-1397-21
11 1397 0026 8011-1397-26
11 1398 0023 8011-1398-23
11 1398 0025 8011-1398-25
11 1399 0008 8011-1399-08
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
<CAPTION>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
11 1400 0001 8011-1400-01
11 1400 0002 8011-1400-02
11 1400 0005 8011-1400-05
11 1401 0003 8011-1401-03
11 1404 0010 8011-1404-10
11 1407 0023 8011-1407-23
11 1407 0024 8011-1407-24
11 1407 0026 8011-1407-26
11 1418 0001 8011-1418-01
11 1418 0019 8011-1418-19
11 1418 0022 8011-1418-22
11 1419 0012 8011-1419-12
11 1420 0008 8011-1420-08
11 1420 0014 8011-1420-14
11 1420 0021 8011-1420-21
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT
TWELVE according to the plat thereof, as recorded in Plat Book 0, Pages 225
through 236, inclusive of the Public Records of Marion County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
12 1412 0024 8012-1412-24
12 1453 0008 8012-1453-08
12 1453 0009 8012-1453-09
12 1453 0010 8012-1453-10
12 1454 0013 8012-1454-13
12 1454 0022 8012-1454-22
12 1455 0021 8012-1455-21
12 1455 0022 8012-1455-22
12 1456 0010 8012-1456-10
12 1457 0011 8012-1457-11
12 1457 0018 8012-1457-18
12 1458 0005 8012-1458-05
12 1458 0006 8012-1458-06
12 1458 0009 8012-1458-09
12 1458 0010 8012-1458-10
12 1458 0012 8012-1458-12
12 1459 0004 8012-1459-04
12 1459 0005 8012-1459-05
12 1459 0006 8012-1459-06
12 1459 0013 8012-1459-13
12 1464 0012 8012-1464-12
12 1464 0014 8012-1464-14
12 1464 0015 8012-1464-15
</TABLE>
<PAGE>
EXHIBIT "A"
MARION COUNTY FLORIDA
<TABLE>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
12 1465 0004 8012-1465-04
12 1466 0001 8012-1466-01
12 1466 0002 8012-1466-02
12 1466 0003 8012-1466-03
12 1466 0004 8012-1466-04
12 1466 0009 8012-1466-09
12 1466 0013 8012-1466-13
12 1466 0026 8012-1466-26
12 1466 0027 8012-1466-27
12 1466 0031 8012-1466-31
12 1467 0010 8012-1467-10
12 1469 0007 8012-1469-07
12 1469 0022 8012-1469-22
12 1469 0023 8012-1469-23
12 1470 0004 8012-1470-04
12 1470 0008 8012-1470-08
12 1470 0012 8012-1470-12
12 1474 0008 8012-1474-08
12 1474 0020 8012-1474-20
12 1475 0010 8012-1475-10
12 1475 0011 8012-1475-11
12 1475 0012 8012-1475-12
12 1476 0006 8012-1476-06
12 1476 0007 8012-1476-07
12 1477 0002 8012-1477-02
12 1477 0003 8012-1477-03
12 1477 0004 8012-1477-04
12 1477 0005 8012-1477-05
12 1479 0003 8012-1479-03
12 1479 0010 8012-1479-10
12 1479 0020 8012-1479-20
12 1479 0021 8012-1479-21
12 1481 0010 8012-1481-10
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
ST. JOHNS COUNTY/Scafholding
No. 100 (d)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
in Official Records Book 337, at Page 551; and that certain Mortgage and
Security Agreement dated April 1, 1977, recorded in Official Records Book
337, at Page 424, of the Public Records of St. Johns County, Florida; as
such Mortgages were consolidated pursuant to that certain Mortgage
Consolidation Agreement, dated December 17, 1981, (not recorded in St.
Johns County), as heretofore or hereafter modified and amended (the
"Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 21, 1987 in Official Records Book 0742 at Page 0095, and Continuation
thereof recorded March 20, 1992 in Official Records Book 0931 at Page 1156;
and Financing Statement recorded August 3, 1992 in Official Records Book
0951, Page 1429, of the Public Records of St. Johns County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A"
ST. JOHNS COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks, and Tracts, lying in and being a part of REPLAT
OF ST. AUGUSTINE SHORES UNIT TWO, according to the plat thereof, as recorded in
Plat Book 13, Pages 114 through 124, inclusive of the Public Records of St.
Johns County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
02 0111 0001 282111-0010
02 0111 0002 282111-0002
02 0146 0020 284146-0200
02 0148 0026 284148-0260
02 0149 0006 284149-0060
02 0149 0018 284149-0180
02 0150 0002 284150-0020
02 0150 0003 284150-0030
02 0150 0004 284150-0040
02 0150 0005 284150-0050
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks, and Tracts, lying in and being a part of ST.
AUGUSTINE SHORES UNIT SIX, according to the plat thereof, as recorded in Plat
Book 14 Pages 40 through 46, inclusive of the Public Records of St. Johns
County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
06 0172 0024 284172-0240
Those certain Lots and Blocks, and Tracts, lying in and being a part of ST.
AUGUSTINE SHORES UNIT SEVEN, according to the plat thereof, as recorded in Plat
Book 22, Pages 24 through 48, inclusive of the Public Records of St. Johns
County, Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0195 0024 284195-0240
07 0199 0023 284190-0230
07 0199 0027 284190-0270
07 0199 0029 284190-0290
07 0201 0001 284201-0010
07 0201 0004 284201-0040
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0201 0001 284201-0010
07 0201 0004 284201-0040
07 0203 0010 284203-0100
07 0203 0047 284203-0470
07 0203 0082 284203-0820
07 0203 0094 284203-0940
07 0204 0008 284204-0080
07 0204 0014 284204-0140
07 0204 0018 284204-0180
07 0204 0036 284204-0360
07 0205 0025 284205-0250
07 0205 0036 284205-0360
07 0205 0064 284205-0640
07 0205 0088 284205-0880
07 0205 0089 284205-0890
07 0206 0025 284206-0250
07 0206 0026 284206-0260
07 0206 0029 284206-0290
07 0206 0030 284206-0300
07 0215 0023 284215-0230
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of ST. AUGUSTINE
SHORES UNIT EIGHT according to the plat thereof, as recorded in Plat Book 21,
Pages 58 through 63, inclusive of the Public Records of St. Johns County,
Florida, being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0185 0018 284185-0180
08 0185 0020 284185-0200
08 0185 0023 284185-0230
08 0185 0024 284185-0240
08 0185 0036 284185-0360
08 0186 0005 284186-0050
08 0186 0007 284186-0070
08 0186 0008 284186-0080
08 0187 0003 284187-0030
08 0189 0006 284189-0060
08 0189 0060 284189-0600
08 0189 0060 284189-0600
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
WASHINGTON COUNTY/Scafholding
No. 100 (e)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
in Official Records Book 128, at Page 121; and that certain Mortgage and
Security Agreement dated April 1, 1977, recorded in Official Records Book
128, at Page 249; as such Mortgages were consolidated pursuant to that
certain Mortgage Consolidation Agreement dated December 17, 1981, recorded
December 30, 1981 in Official Records Book 178, at Page 238; of the Public
Records of Washington County, Florida, as heretofore or hereafter modified
and amended (the "Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 10, 1987 in Official Records Book 0233 at Page 1977, and Continuation
thereof recorded March 20, 1992 in Official Records Book 0254 at Page 0310;
and Financing Statement recorded June 27, 1992 in Official Records Book
0255, Page 1795, of the Public Records of Washington County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A"
WASHINGTON COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT ONE,
according to the plat thereof, as recorded in Plat Book 2, Pages 9 through 27,
inclusive of the Public Records of Washington County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
01 0002 0005 01-0002-0005
01 0010 0011 01-0010-0011
01 0036 0011 01-0036-0011
01 0050 0024 01-0050-0024
01 0057 0001 01-0057-0001
01 0057 0008 01-0057-0008
01 0057 0009 01-0057-0009
01 0072 0011 01-0072-0011
01 0077 0003 01-0077-0003
01 0079 0021 01-0079-0021
01 0089 0006 01-0089-0006
01 0089 0016 01-0089-0016
01 0101 0002 01-0101-0002
01 0102 0008 01-0102-0008
01 0102 0009 01-0102-0009
01 0103 0001 01-0103-0001
01 0107 0004 01-0107-0004
01 0127 0006 01-0127-0006
01 0127 0012 01-0127-0012
01 0130 0015 01-0130-0015
01 0130 0016 01-0130-0016
01 0137 0001 01-0137-0001
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT TWO,
according to the plat thereof, as recorded in Plat Book 2, Pages 28 through 37,
inclusive of the Public Records of Washington County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
02 0214 0019 02-0214-0019
02 0214 0020 02-0214-0020
02 0220 0025 02-0220-0025
02 0230 0017 02-0230-0017
02 0236 0031 02-0236-0031
02 0240 0050 02-0240-0050
02 0241 0019 02-0241-0019
02 0241 0020 02-0241-0020
02 0247 0018 02-0247-0018
02 0248 0001 02-0248-0001
</TABLE>
<PAGE>
EXHIBIT "A"
WASHINGTON COUNTY FLORIDA
WARRANTY DEED
<TABLE>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
02 0249 0003 02-0249-0003
02 0250 0003 02-0250-0003
02 0250 0004 02-0250-0004
02 0251 0007 02-0251-0007
02 0263 0025 02-0263-0025
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
THREE, according to the plat thereof, as recorded in Plat Book 2, Pages 38
through 41, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
<S> <C> <C> <C> <C>
03 0293 0006 03-0293-0006
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
FOUR, according to the plat thereof, as recorded in Plat Book 2, Pages 42
through 54, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
04 0140 0001 04-0140-0001
04 0140 0007 04-0140-0007
04 0144 0023 04-0144-0023
04 0166 0004 04-0166-0004
04 0172 0021 04-0172-0021
04 0173 0008 04-0173-0008
04 0180 0014 04-0180-0014
04 0180 0022 04-0180-0022
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT SIX,
according to the plat thereof, as recorded in Plat Book 2, Pages 60 through 76,
inclusive of the Public Records of Washington County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
06 0341 0007 06-0341-0007
06 0395 0036 06-0395-0036
</TABLE>
<PAGE>
EXHIBIT "A"
WASHINGTON COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SEVEN, according to the plat thereof, as recorded in Plat Book 2, Pages 77
through 86, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
07 0435 0004 07-0435-0004
07 0438 0013 07-0438-0013
07 0444 0005 07-0444-0005
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
EIGHT, according to the plat thereof, as recorded in Plat Book 2, Pages 88
through 101, inclusive of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
08 0530 0007 08-0530-0007
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT TEN,
according to the plat thereof, as recorded in Plat Book 2, Pages 108 through
118, inclusive of the Public Records of Washington County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
10 0573 0025 10-0573-0025
10 0588 0049 10-0588-0049
10 0612 0005 10-0612-0005
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
ELEVEN, according to the plat thereof, as recorded in Plat Book 2, Pages 120
through 128, inclusive of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
11 0749 0006 11-0749-0006
11 0750 0002 11-0750-0002
11 0750 0003 11-0750-0003
11 0750 0004 11-0750-0004
11 0751 0024 11-0751-0024
11 0751 0026 11-0751-0026
11 0752 0011 11-0752-0011
11 0756 0022 11-0756-0022
11 0756 0026 11-0756-0026
</TABLE>
<PAGE>
EXHIBIT "A"
WASHINGTON COUNTY FLORIDA
WARRANTY DEED
<TABLE>
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
11 0756 0027 11-0756-0027
11 0767 0017 11-0767-0017
11 0767 0018 11-0767-0018
11 0778 0042 11-0778-0042
11 0778 0043 11-0778-0043
11 0778 0045 11-0778-0045
11 0820 0019 11-0820-0019
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
TWELVE, according to the plat thereof, as recorded in Plat Book 2, Pages 129
through 138, inclusive of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
12 1058 0010 12-1058-0010
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SIXTEEN, according to the plat thereof, as recorded in Plat Book 3, Pages 50
through 58, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
16 0787 0018 16-0787-0018
16 0787 0026 16-0787-0026
16 0787 0027 16-0787-0027
16 0792 0012 16-0792-0012
16 0806 0011 16-0806-0011
16 0810 0019 16-0810-0019
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SEVENTEEN, according to the plat thereof, as recorded in Plat Book 3, Pages 59
through 63, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
17 1189 0001 17-1189-0001
</TABLE>
<PAGE>
EXHIBIT "A"
WASHINGTON COUNTY FLORIDA
WARRANTY DEED
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
NINETEEN, according to the plat thereof, as recorded in Plat Book 3, Pages 65
through 79, inclusive of the Public Records of Washington County, Florida, being
more particularly described as follows:
UNIT BLOCK LOT TAX I.D. NUMBER
---- ----- --- ---------------
<S> <C> <C> <C> <C>
19 0113 0011 19-0113-0011
19 0138 0020 19-0138-0020
19 0265 0030 19-0265-0030
19 0265 0031 19-0265-0031
19 0265 0033 19-0265-0033
19 0281 0018 19-0281-0018
19 1076 0003 19-1076-0003
19 1079 0018 19-1079-0018
19 1080 0011 19-1080-0011
19 1081 0009 19-1081-0009
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
MARION COUNTY/Lot Exchange
No. 100 (f)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
June 7, 1977 in Official Records Book 812, at Page 60; and that certain
Mortgage and Security Agreement dated April 1, 1977, recorded June 7, 1977
in Official Records Book 812, at Page 185; as such Mortgages were
consolidated pursuant to that certain Mortgage Consolidation Agreement
dated December 17, 1981, recorded December 29, 1981 in Official Records
Book 1093, at Page 1429; of the Public Records of Marion County, Florida,
as heretofore or hereafter modified and amended (the "Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 8, 1987 in Official Records Book 1418 at Page 1170, and Continuation
thereof recorded March 20, 1992 in Official Records Book 1815 at Page 1578;
and Financing Statement recorded June 28, 1992 in Official Records Book
1850, Page 1094, of the Public Records of Marion County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
MARION OAKS
- -----------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 6,
according to the Plat thereof, as recorded in Plat Book 0, Pages 107 through
139, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
6 337 5 8006-0337-05
6 630 2 8006-0630-02
6 630 3 8006-0630-03
6 635 1 8006-0635-01
6 635 4 8006-0635-04
6 635 5 8006-0635-05
6 673 10 8010-0673-10
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 7,
according to the Plat thereof, as recorded in Plat Book 0, Pages 140 through
153, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
7 1095 2 8007-1095-02
7 1099 2 8007-1099-02
7 1099 4 8007-1099-04
7 1099 5 8007-1099-05
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 9,
according to the Plat thereof, as recorded in Plat Book 0, Pages 164 through
193, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
9 1133 16 8009-1133-16
9 1142 1 8009-1142-01
9 1142 10 8009-1142-10
9 1142 11 8009-1142-11
9 1142 12 8009-1142-12
9 1193 6 8009-1193-06
9 1214 3 8009-1214-03
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 12,
according to the Plat thereof, as recorded in Plat Book 0, Pages 225 through 236
inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
12 1412 18 8012-1412-18
12 1412 22 8012-1412-22
</TABLE>
<PAGE>
PREPARED BY AND RETURN TO:
FIVE POINTS TITLE SERVICES CO., INC.
by Nancy Roche
999 Brickell Avenue, Suite 700
Miami, Florida 33131
WASHINGTON COUNTY/Lot Exchange
No. 100 (g)
PARTIAL RELEASE OF MORTGAGE AND FINANCING STATEMENT
---------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, YASAWA HOLDING, N.V., a company organized under the laws of the
Netherlands Antilles, is the owner and holder of the following described
Mortgage and Financing Statement from THE DELTONA CORPORATION, a Delaware
corporation, DLIC, INC., DELAINCO., INC., DELTONA LAND & INVESTMENT CORP.,
DELDADE INC. f/k/a Deltampa, Inc., DELTONA CONSTRUCTION COMPANY, INC., f/k/a
Deltona's Mackle-Built Construction Company, Inc., and THREE SEASONS
CORPORATION, all Florida corporations (collectively, "Mortgagor"):
1. That certain Mortgage and Security Agreement dated April 1, 1977, recorded
in Official Records Book 128, at Page 121; and that certain Mortgage and
Security Agreement dated April 1, 1977, recorded in Official Records Book
128, at Page 249; as such Mortgages were consolidated pursuant to that
certain Mortgage Consolidation Agreement dated December 17, 1981, recorded
December 30, 1981 in Official Records Book 178, at Page 238; of the Public
Records of Washington County, Florida, as heretofore or hereafter modified
and amended (the "Mortgage").
2. Those certain Financing Statements (the "Financing Statement") recorded
April 10, 1987 in Official Records Book 0233 at Page 1977, and Continuation
thereof recorded March 20, 1992 in Official Records Book 0254 at Page 0310;
and Financing Statement recorded June 27, 1992 in Official Records Book
0255, Page 1795, of the Public Records of Washington County, Florida;
WHEREAS, the Mortgagor, as owner of the mortgage premises (the "Owner"),
has requested the Mortgagee to release the premises hereinafter described, being
part of the mortgaged premises, from the lien and operation of the
above-described Mortgage and Financing Statement.
NOW, THEREFORE, Mortgagee, in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration paid by Owner at the time of
execution hereof, the receipt of which is hereby acknowledged, does remise,
release, quit-claim, exonerate and discharge from the lien and operation of the
above-described Mortgage and Financing Statement the real property described as
follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
<PAGE>
TO HAVE AND TO HOLD same, with appurtenances, to the Owner freed,
exonerated and discharged of and from the lien of the foregoing Mortgage and
Financing Statement, and every part hereof; provided always, nevertheless, that
nothing herein contained shall in anywise impair, alter or diminish the effect,
lien or encumbrance of the foregoing Mortgage and Financing Statement on the
remaining part of the mortgaged premises not hereby released therefrom or any of
the rights and remedies of the holder hereof.
[Seal]
Signed, sealed and delivered
in the presence of: YASAWA HOLDING, N.V.,
company organized under the laws of
the Netherlands Antilles
/s/ Sharon Hummerhielm
- --------------------------
Witness Sharon Hummerhielm
By:/s/ Rudy M. Gram
---------------------------------------
/s/ Nancy Roche RUDY M. GRAM, Attorney-In-Fact
- -------------------------- 49 Shores Boulevard,
Witness Nancy Roche St. Augustine, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for YASAWA HOLDING, N.V., a
company organized under the laws of the Netherlands Antilles, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------
Notary Public
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS
- -----------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SEVEN, according to the Plat thereof, as recorded in Plat Book 2, Pages 77
through 86, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
7 416 20 07-20-0416
7 416 22 07-22-0416
7 416 23 07-23-0416
7 416 35 07-35-0416
7 416 36 07-36-0416
7 458 11 07-11-0458
7 458 12 07-12-0458
7 458 15 07-15-0458
7 460 4 07-05-0460
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
EIGHT, according to the Plat thereof, as recorded in Plat Book 2, Pages 88
through 101, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
8 519 6 08-06-0519
8 526 12 08-12-0526
8 537 5 08-05-0537
8 538 11 08-11-0538
8 542 3 08-03-0542
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
NINE, according to the Plat thereof, as recorded in Plat Book 2, Pages 103
through 107, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
9 545 2 09-02-0545
9 547 31 09-31-0547
9 554 3 09-03-0554
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT TEN,
according to the Plat thereof, as recorded in Plat Book 2, Pages 108 through
118, inclusive, of the Public Records of Washington County, Florida, being more
particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
10 584 3 10-03-0584
10 584 29 10-29-0584
10 585 8 10-08-0585
10 585 9 10-09-0585
10 585 16 10-16-0585
10 586 1 10-01-0586
10 586 4 10-04-0586
10 586 13 10-13-0586
10 586 19 10-19-0586
10 613 16 10-16-0613
10 614 2 10-02-0614
</TABLE>
<PAGE>
EXHIBIT A - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS (CONTINUED)
- -----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
ELEVEN, according to the Plat thereof, as recorded in Plat Book 2, Pages 120
through 128, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
UNIT BLOCK LOT PARCEL IDENTIFICATION NO.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
11 743 54 11-54-0743
11 749 23 11-23-0749
11 752 6 11-06-0752
11 767 1 11-01-0767
11 768 10 11-10-0768
11 768 11 11-11-0768
11 768 12 11-12-0768
11 768 13 11-13-0768
11 768 19 11-19-0768
11 769 10 11-10-0769
11 769 11 11-11-0769
11 769 12 11-12-0769
11 769 13 11-13-0769
11 771 17 11-17-0771
11 775 11 11-11-0775
11 775 12 11-11-0775
11 777 4 11-04-0777
11 778 5 11-05-0778
11 778 6 11-06-0778
11 778 32 11-32-0778
11 779 1 11-01-0779
11 779 8 11-08-0779
11 779 10 11-10-0779
11 779 11 11-11-0779
11 779 12 11-12-0779
11 781 7 11-07-0781
11 781 19 11-19-0781
11 781 20 11-20-0781
11 781 21 11-21-0781
11 784 6 11-06-0784
11 785 4 11-04-0785
11 786 3 11-03-0786
11 786 4 11-04-0786
11 786 10 11-10-0786
11 815 7 11-07-0815
11 815 28 11-28-0815
11 816 41 11-41-0816
11 820 10 11-10-0820
11 820 11 11-11-0820
11 820 12 11-12-0820
11 820 13 11-13-0820
11 822 44 11-44-0822
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS(CONTINUED)
- ----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
TWELVE, according to the Plat thereof, as recorded in Plat Book 2, Pages 129
through 138, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
12 999 7 12-07-0999
12 999 19 12-19-0999
12 1000 1 12-01-1000
12 1000 3 12-03-1000
12 1000 8 12-08-1000
12 1000 11 12-11-1000
12 1001 8 12-08-1001
12 1001 9 12-09-1001
12 1001 12 12-12-1001
12 1001 19 12-19-1001
12 1001 24 12-24-1001
12 1001 27 12-27-1001
12 1002 1 12-01-1002
12 1002 2 12-02-1002
12 1002 3 12-03-1002
12 1002 10 12-10-1002
12 1002 11 12-11-1002
12 1003 12 12-12-1003
12 1003 15 12-15-1003
12 1003 16 12-16-1003
12 1003 20 12-20-1003
12 1003 21 12-21-1003
12 1003 22 12-22-1003
12 1003 23 12-23-1003
12 1003 24 12-24-1003
12 1004 6 12-06-1004
12 1004 7 12-07-1004
12 1004 8 12-08-1004
12 1004 9 12-09-1004
12 1004 12 12-12-1004
12 1004 13 12-13-1004
12 1005 3 12-03-1005
12 1005 4 12-04-1005
12 1005 5 12-05-1005
12 1005 6 12-06-1005
12 1005 9 12-09-1005
12 1005 11 12-11-1005
12 1005 22 12-22-1005
12 1006 3 12-03-1006
12 1006 13 12-13-1006
12 1007 3 12-03-1007
12 1007 11 12-11-1007
12 1007 12 12-12-1007
12 1007 13 12-13-1007
12 1007 17 12-17-1007
12 1007 18 12-18-1007
12 1007 19 12-19-1007
12 1007 20 12-20-1007
12 1007 23 12-23-1007
12 1007 25 12-25-1007
12 1008 19 12-19-1008
12 1008 20 12-20-1008
12 1008 37 12-37-1008
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS(CONTINUED)
- ----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SIXTEEN, according to the Plat thereof, as recorded in Plat Book 3, Pages 50
through 58, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
16 596 11 16-11-0596
16 637 22 16-22-0637
16 787 14 16-14-0787
16 788 7 16-07-0788
16 788 8 16-08-0788
16 788 9 16-09-0788
16 788 11 16-11-0788
16 791 1 16-01-0791
16 791 22 16-22-0791
16 791 23 16-23-0791
16 793 6 16-06-0793
16 793 7 16-07-0793
16 801 7 16-07-0801
16 801 12 16-12-0801
16 805 5 16-05-0805
16 806 1 16-01-0806
16 809 1 16-01-0809
16 810 16 16-16-0810
16 812 1 16-01-0812
16 814 31 16-31-0814
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
NINETEEN, according to the Plat thereof, as recorded in Plat Book 3, Pages 65
through 79, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
19 1075 17 19-17-1075
19 1083 4 19-04-1083
</TABLE>
EXHIBIT 4(r)
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE
------------------------
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a
company organized under the laws of the Netherlands (Mortgagee), is the owner
and holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor"), in favor of SELEX SITTARD B. V. n/k/a SELEX INTERNATIONAL, B. V.
a Netherlands corporation, dated June 15, 1992, securing a certain note in the
principal sum of $3,000,000.00 Dollars, and all promises and obligations set
forth in said mortgage, upon the property described in said mortgage, and any
further encumbrances, as recorded June 18, 1992 in Official Records Book 945 at
Pages 1282 through 1302, of the Public Records of St. Johns County, Florida.
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of the
Netherlands
/s/ Sharon Hummerhielm
- -----------------------------
Witness: Sharon Hummerhielm
/s/ Nancy Roche By: /s/ Rudy M. Gram
- ------------------------------ -------------------------------------
Witness: Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard, St. Augustine
Shores, FL 32086
STATE OF FLORIDA,
COUNTY OF DADE:
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the la s of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-------------------------------------------
Notary Public
EXHIBIT 4(s)
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Citrus County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Citrus County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 992 at Pages 350
through 395, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book 995,
at Pages 1290 through 1310; Second Notice of Future Advance, dated
August 19, 1993, recorded September 13, 1993 in Official Records Book
998, at Pages 2071 through 2075; Third Notice of Future Advance, dated
September 29, 1993, in amount of $1,510,000.00, recorded October 6,
1993 in Official Records Book 1002, at Pages 468 through 473; Fourth
Notice of Future Advance, dated December 30, 1993, recorded March 2,
1994 in Official Records Book 1022, at Pages 1654 through 1659; Fifth
Notice of Future Advance, dated December 30, 1993, in amount of
$300,000.00, recorded March 2, 1994 in Official Records Book 1022, at
Pages 1660 through 1665, and any further amendments or modifications
thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 992 at Pages 335 through 349;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of: SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- -------------------------------
Witness: Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ------------------------------- -------------------------------
Witness: Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GR M, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-----------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Collier County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Collier County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 1848 at Pages 2340
through 2382, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book
1856, at Pages 2249 through 2269; Second Notice of Future Advance,
dated August 19, 1993, recorded September 13, 1993 in Official Records
Book 1864, at Pages 1111 through 1115; Third Notice of Future Advance,
dated September 29, 1993, in amount of $1,510,000.00, recorded October
6, 1993 in Official Records Book 1872, at Pages 532 through 537;
Fourth Notice of Future Advance, dated December 30, 1993, recorded
March 2, 1994 in Official Records Book 1919, at Pages 1301 through
1306; Fifth Notice of Future Advance, dated December 30, 1993, in
amount of $300,000.00, recorded March 2, 1994 in Official Records Book
1919, at Pages 1307 through 1312, and any further amendments or
modifications thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 1848 at Pages 2383 through 2394;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- -------------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ------------------------------- ---------------------------------
Witness RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-----------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Hernando County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Hernando County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 923 at Pages 1299
through 1341, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book 927,
at Pages 408 through 428; Second Notice of Future Advance, dated
August 19, 1993, recorded September 13, 1993 in Official Records Book
930, at Pages 1919 through 1923; Third Notice of Future Advance, dated
September 29, 1993, in amount of $1,510,000.00, recorded October 6,
1993 in Official Records Book 934, at Pages 1130 through 1135; Fourth
Notice of Future Advance, dated December 30, 1993, recorded March 2,
1994 in Official Records Book 956, at Pages 1275 through 1280; Fifth
Notice of Future Advance, dated December 30, 1993, in amount of
$300,000.00, recorded March 2, 1994 in Official Records Book 956, at
Pages 1281 through 1286, and any further amendments or modifications
thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 923 at Pages 1342 through 1353;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- -------------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ------------------------------- ---------------------------------
Witness Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
-----------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Marion County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Marion County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 1944 at Pages 1382
through 1478, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book
1951, at Pages 1168 through 1242; Second Notice of Future Advance,
dated August 19, 1993, recorded September 13, 1993 in Official Records
Book 1958, at Pages 382 through 386; Third Notice of Future Advance,
dated September 29, 1993, in amount of $1,510,000.00, recorded October
6, 1993 in Official Records Book 1965, at Pages 1130 through 1135;
Fourth Notice of Future Advance, dated December 30, 1993, recorded
March 2, 1994 in Official Records Book 2010, at Pages 1063 through
1068; Fifth Notice of Future Advance, dated December 30, 1993, in
amount of $300,000.00, recorded March 2, 1994 in Official Records Book
2010, at Pages 1069 through 1074, and any further amendments or
modifications thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 1944 at Pages 1479 through 1544;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- -----------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ----------------------------- ---------------------------------
Witness Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Nethe lands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
------------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
St. Johns County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of St. Johns County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 1003 at Pages 706
through 764, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book
1006, at Pages 1615 through 1649; Second Notice of Future Advance,
dated August 19, 1993, recorded September 13, 1993 in Official Records
Book 1010, at Pages 1436 through 1440; Third Notice of Future Advance,
dated September 29, 1993, in amount of $1,510,000.00, recorded October
6, 1993 in Official Records Book 1014, at Pages 1228 through 1233;
Fourth Notice of Future Advance, dated December 30, 1993, recorded
March 2, 1994 in Official Records Book 1040, at Pages 798 through 803;
Fifth Notice of Future Advance, dated December 30, 1993, in amount of
$300,000.00, recorded March 2, 1994 in Official Records Book 1040, at
Pages 804 through 809, and any further amendments or modifications
thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 1944 at Pages 1479 through 1544;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of: SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- ------------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ------------------------------ -------------------------------
Witness Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by cDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V., a
company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
----------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Volusia County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Volusia County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 3844 at Pages 4160
through 4218, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book
3851, at Pages 359 through 378; Second Notice of Future Advance, dated
August 19, 1993, recorded September 13, 1993 in Official Records Book
3857, at Pages 2576 through 2580; Third Notice of Future Advance,
dated September 29, 1993, in amount of $1,510,000.00, recorded October
6, 1993 in Official Records Book 3864, at Pages 441 through 446;
Fourth Notice of Future Advance, dated December 30, 1993, recorded
March 2, 1994 in Official Records Book 3903, at Pages 441 through 446;
Fifth Notice of Future Advance, dated December 30, 1993, in amount of
$300,000.00, recorded March 2, 1994 in Official Records Book 3903, at
Pages 447 through 452, and any further amendments or modifications
thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 3844 at Pages 4219 through 4246;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- ----------------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ---------------------------------- ---------------------------------
Witness RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
---------------------------------
Notary Public
Page Two of Two
<PAGE>
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE and FINANCING STATEMENT
------------------------------------------------
Washington County
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL B.V., a company
organized under the laws of the Netherlands, (Mortgagee), is the owner and
holder of a certain mortgage deed executed by THE DELTONA CORPORATION, a
Delaware corporation, DLIC, INC., DELAINCO, INC, DELTONA LAND AND INVESTMENT
CORP., DELDADE, INC., DELTONA CONSTRUCTION COMPANY, INC., INTERCOASTAL
PROPERTIES OF ST. AUGUSTINE SHORES, INC., and THREE SEASONS CORPORATION, all
Florida corporations, 999 Brickell Avenue, Suite 700, Miami, FL 33131
("Mortgagor") in favor of SELEX INTERNATIONAL, B. V. a Netherlands corporation,
securing a certain Balloon Promissory Note in the principal sum of $550,000.00
dated as of July 14, 1993 ("Original Note"); a Future Advance Balloon Promissory
Note in the principal amount of $170,000.00 dated as of August 5, 1993 (the
"Second Note"); a Future Advance Balloon Promissory Note dated as of August 19,
1993 in the principal amount of $1,000,000.00 ("Third Note"); a Future Advance
Balloon Promissory Note dated as of September 29, 1993 in the principal amount
of $1,510,000.00 (the "Fourth Note"); a Future Advance Balloon Promissory Note
dated as of November 11, 1993 in the original principal amount of $790,00.00
(the "Fifth Note"); and a Future Advance Promissory Note in the original
principal amount of $300,000.00 dated December 30, 1993 ("Sixth Note"); and all
promises and obligations set forth in said mortgage, and any further
encumbrances upon the property described in said mortgage and modifications,
recorded as follows in the Public Records of Washington County, Florida:
1. That certain Mortgage and Security Agreement dated July 14, 1993,
recorded July 26, 1993 in Official Records Book 260 at Pages 910
through 1166, in the original principal amount of $550,000.00; and
Notice of Future Advance and Corrective Mortgage Modification, dated
August 5, 1993, recorded August 18, 1993 in Official Records Book 260,
at Pages 2227 through 2424; Second Notice of Future Advance, dated
August 19, 1993, recorded September 14, 1993 in Official Records Book
261, at Pages 718 through 722; Third Notice of Future Advance, dated
September 29, 1993, in amount of $1,510,000.00, recorded October 15,
1993 in Official Records Book 261, at Pages 1645 through 1650; Fourth
Notice of Future Advance, dated December 30, 1993, recorded March 9,
1994 in Official Records Book 263, at Pages 1459 through 1464; Fifth
Notice of Future Advance, dated December 30, 1993, in amount of
$300,000.00, recorded March 9, 1994 in Official Records Book 263, at
Pages 1465 through 1470, and any further amendments or modifications
thereof.
2. That certain Financing Statement recorded July 26, 1993, in Official
Records Book 260 at Pages 1167 through 1393;
Page One of Two
<PAGE>
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this 13 day of November, 1997.
[Seal]
Signed, sealed and delivered
in the presence of:
SELEX INTERNATIONAL B.V.,
a company organized under the laws of
the Netherlands
/s/ Sharon Hummerhielm
- ----------------------------------
Witness Sharon Hummerhielm
/s/ Nancy Roche By:/s/ Rudy M. Gram
- ---------------------------------- ---------------------------------
Witness Nancy Roche RUDY M. GRAM, Attorney-In-Fact
49 Shores Boulevard,
St. Augustine Shores, FL 32086
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by RUDY M. GRAM, Attorney-In-Fact for SELEX INTERNATIONAL B.V.,
a company organized under the laws of the Netherlands, on behalf of the
corporation. He is personally known to me.
/s/ Nancy Roche
----------------------------------
Notary Public
Page Two of Two
<PAGE>
EXHIBIT 4(t)
GENERAL RELEASE
---------------
KNOW ALL MEN BY THESE PRESENTS, that SELEX INTERNATIONAL, B. V., a company
organized under the laws of The Netherlands, ("Releasor"),in consideration of
the sum of Ten and No/100 ($10.00) and other good and valuable consideration to
them in hand paid, the receipt of which is hereby acknowledged, do hereby for
themselves and their heirs, executors, administrators, successors and assigns,
release, hold harmless, and forever discharge THE DELTONA CORPORATION, a
Delaware corporation, their franchise dealers, successors, subsidiary
corporations, assigns, employees, officers,and directors
(collectively"Releasee"), from any and all manner of obligations, claims,
demands, damages, causes of action or suits that Releasor might now have or that
might subsequently accrue to Releasor by reason of any manner or thing
whatsoever, particularly growing out of or in any way connected with, directly
or indirectly, that certain Agreement of August 19, 1997 entered into between
Releasor and THE DELTONA CORPORATION, a Delaware corporation, including loan
documents, mortgages and notes, if any.
The foregoing recited consideration for this General Release includes the
right of Release to retain certain monies paid in under said Agreement.
In Witness Whereof, we have given this General Release on this 13th day of
November, 1997.
SELEX INTERNATIONAL B.V.
By: /s/ Antony Gram
---------------------------
ANTONY GRAM, Director
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13th day of
November, 1997, by ANTONY GRAM, Director of SELEX INTERNATIONAL, B.V., a company
organized under the laws of The Netherlands, who is personally known to me.
/s/ Nancy Roche
- ---------------------------
Notary Public
EXHIBIT 4(u)
RENEWAL PROMISSORY NOTE
- --------------------------------------------------------------------------------
$2,293,950 November 13th, 1997
Lender: SCAFHOLDING B.V., a Netherlands Corporation (hereinafter, with any
holder hereof, termed "Holder").
Borrower: 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
Mackle-Built Construction Company, Inc.), a Florida corporation
(collectively, "Maker").
FOR VALUE RECEIVED, Maker, jointly and severally, hereby promise(s) to pay
to the Order of Holder at its address as indicated hereinbelow, or wherever else
Holder may specify, the sum of Two Million Two Hundred Ninety Three Thousand
Nine Hundred Fifty and No/100 Dollars ($2,293,950.00), with interest until paid
at the rate of 9.6 percent (9.6%) per annum. Payments of interest and principal
shall be due as follows:
(i) Interest will accrue on the remaining debt at the rate of 9.6% per
annum.
(ii) Interest on the remaining debt will be paid monthly in cash or by
transferring current contracts receivable at 65% of face value, with recourse,
to Lender or Lender's designee, in accordance with Schedule A attached hereto.
(iii) Principal will be paid in accordance with Exhibit A attached hereto.
Payments shall be made in cash or by transferring curent contracts receivable at
face value, with recourse, to Lender or Lender's designee.
Maker also hereby agrees as follow:
1
<PAGE>
1. This Note constitutes a renewal and modification of, and a substitution
for, those certain promissory notes listed on Exhibit "A" attached hereto. Each
of the undersigned hereby acknowledges and agrees that: (i) all prior
indebtedness described above in this paragraph is owed in full to Holder; (ii)
none of the undersigned has any defenses, offsets, claims, counterclaims or
objections involving, arising from or relating to such prior indebtedness or
this Note; and (iii) the undersigned have requested that Holder enter into the
renewal and modification of, and substitution for promissory notes, and the
related transactions and arrangements, contemplated by or reflected in this Note
or any related or collateral documents.
2. Payment of all amounts now or hereafter owed to Holder hereunder is and
shall be secured by a first position security interest in certain contracts
receivable as they appear on the attached Form UCC-1.
3. Both principal and interest hereunder shall be payable in lawful money
of the United States of America and same day funds, without set off,
counterclaim or deduction of any kind, or in contracts receivable belonging to
Maker, Payments hereunder shall be applied first against interest and lawful
charges accrued but unpaid and the remainder, if any, against principal.
4. If Maker should fail to make a payment, or any part of a payment, of
principal or interest hereunder within 10 days after such payment is due and
payable hereunder, or if Maker (or any of them) should otherwise fail to perform
or observe any provision hereof or should be deemed to have defaulted pursuant
to this Note, or the mortgages securing this Note, then declare the entire
unpaid balance of this Note immediately due any payable. If Holder thus declares
the unpaid balance of this Note immediately due any payable, then such amount
shall be due and payable forthwith without presentment or demand for payment
(which are hereby expressly waived by Maker).
5. Maker may prepay the principal amount outstanding hereunder in whole or
in part without penalty.
6. If the undersigned are more than one, they are jointly and severally
liable as regards all obligations of Maker under this Note.
7. Holder may, at any time, pledge or assign this Note, whereupon Holder
shall be relieved of all duties it may have hereunder (including any duties with
respect to any collateral securing this Note).
8. Maker (and each of them) hereby waives any presentment for payment,
demand, notice of dishonor and protest of this Note.
2
<PAGE>
9. Without limiting Holder's right to bring any action or proceeding
against Maker or any of them, or in which Maker (or any of them) has an
interest, arising out of or relating to this Note (an "Action") in the courts of
other jurisdictions, Maker hereby irrevocably submits to the non-exclusive
jurisdiction of any Florida state or Federal court sitting in Miami, any Maker
hereby irrevocably agrees that any Action may be heard and determined in such
Florida state court or in such Federal court. Maker: (a) hereby irrevocably
waives, the fullest extent it may effectively do so, the defense of an
inconvenient forum to the maintenance of any Action in any jurisdiction; and (b)
hereby irrevocably agrees that the summons and complaint or any other process in
any Action in any jurisdiction may be served upon Maker by mailing it to the
undersigned at the address specified at the end hereto (or, if no such address
is specified, the address shown on Holder's records), or by hand delivery to
Maker through their Resident Agent.
10. This Note shall be binding upon any successor or assign of Maker (or of
any of them). Any successor or assign of Holder shall enjoy the same rights,
benefits and remedies under this Note as Holder would enjoy.
11. Except as in otherwise expressly provided in this Note, any Notice of
other communication required or contemplated under this Note may be sent to
Holder by hand delivery or by mail (postage prepaid), addressed to Holder at:
Scafholding B.V., Ottergeerde 14, 4941 VM Raamsdanksveer, Netherlands; or in
such manner or at such address as Holder shall give Maker notice of in the
fashion provided herein (any such communication or notice becoming effective
when received by Holder). Except as is otherwise expressly provided in this
Note, any notice or other communication required or contemplated under this Note
may be delivered to any of the undersigned by hand delivery or by mail (postage
prepaid), sent or delivered, as regards each of the undersigned, c/o The Deltona
Corporation, 999 Brickell Avenue, Suite 700, Miami, Florida 33131 (any such
communication or notice becoming effective, unless otherwise expressly provided
in this Note, immediately, when hand-delivered, or two calendar days after it is
placed in the mail).
12. Maker represents and warrants to Holder (and, while this Note remains
outstanding, shall be deemed continually to represent and warrant to Holder)
that: (a) Maker has full power, authority and legal right to execute, deliver
and perform this Note and has taken all legal actions (and made any filings and
obtained any authorizations by governmental or regulatory authorities) that are
necessary to authorize the execution, delivery and performance of this Note; (b)
Maker has received adequate consideration for executing, delivering and
performing this Note; (c) this Note is valid and binding upon Maker and
enforceable in accordance with its terms; (d) the execution, delivery and
performance of this Note by Maker do not violate any internal rule of Maker, any
law or regulation, any judgment, order or decree of any court, arbitrator or
governmental authority, or any agreement of any nature whatsoever that is
binding upon Maker or any of them or any Property; (e) there is no action, suit,
proceeding or investigation of any kind pending or threatened against Maker or
any of
3
<PAGE>
them unknown to Holder, before any court, tribunal or administrative agency or
board which, if adversely determined, might materially adversely affect the
properties, assets, financial condition or business of Maker or any of them or
call into question the validity or enforceability of this Notice.
13. All payments provided for in this Note shall be made free and clear of
any deductions for any surcharges, contributions, penalties and interest or
other charges imposed at any time by any government or political subdivision or
authority thereof or therein. Maker shall pay (or reimburse Holder for) any
documentary stamp, intangible or similar taxes imposed at any time with respect
to this Note, the indebtedness evidenced hereby, any agreement relating hereto
or any advance hereunder and any interest or penalty relating thereto.
14. Maker shall pay all costs and expenses, including attorneys' fees, of
or incidental to the enforcement, compromise or settlement of any indebtedness
of Maker hereunder, and including without limitation all costs and expenses of
any amendment or waiver of, addition to, or rescheduling of, this Note and of
any actual or attempted sale, exchange, or collection of any of the Mortgages
and of the care of any of the Mortgages (including the insuring thereof). Any
such costs and expenses incurred by Holder shall be added to its indebtedness
hereunder. As used herein, "attorneys' fees" shall include, without limitation,
attorneys' fees incurred by Holder in any judicial, bankruptcy, administrative
or other proceedings and in any appellate proceedings, whether such proceedings
arise before or after entry of a final judgment.
15. The rights and remedies expressly specified in this Note are cumulative
and not exclusive of any rights or remedies which Holder might otherwise have.
No delay or omission by Holder in exercising any right or remedy under this Note
shall operate as a waiver thereof or of any other right or remedy, nor shall any
single or partial exercise thereof preclude any further exercise thereof or the
exercise of any other right or remedy. Holder shall not be liable for exercising
or failing to exercise any right or remedy. No exercise by Holder of any one or
more of its rights or remedies hereunder or under applicable law or any other
agreement (including any right of rights of Holder to realize on any collateral
securing this Note) shall be deemed to be an election of remedies by Holder.
16. The invalidity or unenforceability of any provision of this Note shall
not be deemed to affect the validity or enforceability of any other provision
hereof. If any provision of this Note is capable of more than one
interpretation, it shall be interpreted, if possible, so as to render it
enforceable. In order to be effective, any addition to this Note or any
modification or waiver of any provision or provisions of this Note must be
expressly consented to by Holder in writing. As used in this Note, the singular
includes the plural, "it" and "its" include the masculine and feminine genders,
and "hereof", "hereunder", "herewith", "herein" and "hereto" refer to this Note
in its entirety.
17. This Note shall be governed by and construed in accordance with Florida
law,
4
<PAGE>
excluding Florida law regarding comity and the conflict of laws.
18. Maker and each of them now and forever waives any rights it or they may
-----------------------------------------------------------------------
have to a trial by jury with respect to any litigation or counterclaim based on
- --------------------------------------------------------------------------------
this Note or arising out of, under or in connection with this Note or any course
- --------------------------------------------------------------------------------
of conduct, course of dealing, statements (whether oral or written) or actions
- --------------------------------------------------------------------------------
of Maker or Holder.
- -------------------
Executed by the undersigned as of the date stated at the beginning hereof.
THE DELTONA CORPORATION
By:/s/ Earle D. Cortright, Jr.
-------------------------------------
Earle D. Cortright, Jr., President
DLIC, INC.
By:/s/ Earle D. Cortright, Jr.
-------------------------------------
Earle D. Cortright, Jr., President
DELTONA LAND & INVESTMENT CORP.
By:/s/ Earle D. Cortright, Jr.
-------------------------------------
Earle D. Cortright, Jr., President
THREE SEASONS CORPORATION
By:/s/ Earle D. Cortright, Jr.
-------------------------------------
Earle D. Cortright, Jr., President
DELTONA CONSTRUCTION COMPANY, INC.
By:/s/ Earle D. Cortright, Jr.
-------------------------------------
Earle D. Cortright, Jr., President
5
<PAGE>
SCHEDULE A
REPAYMENT SCHEDULE
<PAGE>
EXHIBIT A TO RENEWAL PROMISSORY NOTE
------------------------------------
DATE AMOUNT
---- -----------
2/4/93 $287,640.00
2/4/93 $23,478.00
2/4/93 $238,882.00
3/11/93 $200,000.00
3/11/93 $325,000.00
5/24/93 $425,000.00
=============
TOTAL $1,500,000.00
<PAGE>
EXHIBIT 4(v)
This instrument prepared by:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P. A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
SATISFACTION OF MORTGAGE
------------------------
KNOW ALL MEN BY THESE PRESENTS, that THE STATE OF FLORIDA, DEPARTMENT OF
BUSINESS REGULATION, DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS AND MOBILE
HOMES, a political division of the State of Florida ("Mortgagee"), is the owner
and holder of that certain Mortgage, dated March 5, 1993, executed by THE
DELTONA CORPORATION, a Delaware corporation, ("Mortgagor") in favor of STATE OF
FLORIDA, DEPARTMENT OF BUSINESS REGULATION, DIVISION OF FLORIDA LAND SALES,
CONDOMINIUMS AND MOBILE HOMES, securing certain promises and obligations set
forth in said mortgage, upon the property described in said mortgage, recorded
as follows:
1. Recorded on March 11, 1993 in Official Records Book 1907, at Page 1063;
of the Public Records of Marion County, Florida, as heretofore or
hereafter modified and amended.
2. Recorded on March 22, 1993 in Official Records Book 258, at Page 1565,
of the Public Records of Washington County, Florida, as heretofore or
hereafter modified and amended.
HEREBY ACKNOWLEDGES full payment and satisfaction of said notes and
mortgage deed, and surrender the same as cancelled and hereby directs the Clerk
of the said Court to cancel the same of record.
Witness my hand and seal this _____ day of November, 1997.
[Seal]
Signed, sealed and delivered FLORIDA DEPARTMENT OF BUSINESS REGULATION,
in the presence of: DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS
AND MOBILE HOMES
_____________________________ By:_________________________________________
Witness: Print Name:
Title:
_____________________________
Witness:
<PAGE>
STATE OF FLORIDA
COUNTY OF LEON
The foregoing instrument was acknowledged before me this ________ day of
______________________, 1997 by _____________________________________ of THE
STATE OF FLORIDA, DEPARTMENT OF BUSINESS REGULATION, DIVISION OF FLORIDA LAND
SALES, CONDOMINIUMS AND MOBILE HOMES, on behalf of the Division. He/she is
personally known to me or has produced valid identification.
------------------------------------------------
My commission expires: Notary Public
EXHIBIT 4(w)
STATE OF FLORIDA
UNIFORM COMMERCIAL CODE - STATEMENT OF CHANGE - FORM UCC-3 REV. 11-88
THIS FINANCING STATEMENT is presented to a filing officer for filing pursuant to
the Uniform Commercial Code:
________________________________________________________________________________
Information in items 1 and 2 must agree exactly with the THIS SPACE FOR USE
original filing information or previously amended. OF AS FILING OFFICER
Date, Time. Number &
Filing Office
_________________________________________________________
1A
DEBTOR (Last Name first if a person) Filed
NAME THE DELTONA CORPORATION, DIVISION OF FLORIDA LAND
A Delaware Corporation SALES, CONDOMINIUMS AND
MAILING ADDRESS MOBILE HOMES
999 Brickell Avenue, Suite 700 DATE: 12/31/97
CITY Miami STATE FL 33131 DOCKET CLERK KRISTIE
HARRIS/SAE
________________________________________________________
1B
MULTIPLE DEBTOR (IF ANY) (Last Name First if Person) FILED
NAME FEB 05, 1998, 8:00 AM
SECRETARY OF STATE
MAILING ADDRESS TALLAHASSEE, FLORIDA
980000026237 KH*
CITY STATE
________________________________________________________
1C
MULTIPLE DEBTOR (IF ANY) (Last Name First if Person)
NAME
MAILING ADDRESS
CITY STATE
________________________________________________________
2A
SECURED PARTY (Last Name First if a Person) UPDATE
NAME THE STATE OF FLORIDA, DEPARTMENT OF BUSINESS
REGULATION, DIVISION OF FLORIDA LAND SALES,
CONDOMINIUMS AND MOBILE HOMES
MAILING ADDRESS AUDIT
725 SOUTH BRONOUGH STREET
CITY TALLAHASSEE STATE FL 32301
________________________________________________________
2B
MULTIPLE SECURED PARTY(IF ANY)(Last name First if Person) VALIDATION INFORMATION
NAME
MAILING ADDRESS 980000026237--2
-02/05/98-01095--001
CITY STATE ****173.00
_______________________________________________________________________________
3. This statement refers to original Financing Statement bearing File Number
92-0000130140 and filed with
THE SECRETARY OF STATE The original was filed on JUNE 29, 1992
_______________________________________________________________________________
4. ___ Continuation The original financing statement between the foregoing
Debtor(s) and Secured Part(ies) bearing file number
shown above, is still effective
5. _X_ Termination Secured Party no longer claims a security interest
under the financing statement bearing file number
shown above
<PAGE>
6. ___ Partial Assignment Some of Secured party's rights under the Financing
Statement have been assigned to the assignee whose
name and address are set forth in Item 11. A
description of the collateral subject to the
assignment is also set forth in item 11.
7. ____ Full Assignment All of Secured party's rights under the Financing
Statement have been assigned to the assignee
whose name and address are set forth in Item 11.
8. ____ Amendment "Financing Statement bearing file number shown
above is amended as set forth in item 11. Signature
of Debtor(s) required at Item 14 pursuant to
section 579.402(4), Florida Statutes"
9. ____ Release Secured Party releases only the collateral
described in Item 11 from the financing statement
bearing file number shown above.
10.____ Check if true All documentary stamps due and payable or to become
payable pursuant to Chapter 201.22, F.S. have
been paid.
_______________________________________________________________________________
11. If more space is required, attach additional sheets 8 x 11.
_______________________________________________________________________________
12. No. Of additional sheets presented: 36
_______________________________________________________________________________
13. Return Copy to: 14. SIGNATURE(S) OF DEBTOR(S) Necessary
Only for Amendment, See Item 8
NAME THE DELTONA CORPORATION /S/ Earle D. Cortright, Jr.,
ADDRESS 999 BRICKELL AVENUE, President
SUITE 700
CITY MIAMI 15. SIGNATURE(S) OF SECURED PARTY(IES)
STATE FLORIDA ZIP CODE 33131 OR ASSIGNEE
/S/ Robert H. Ellzey, Jr.
_______________________________________________________________________________
STANDARD FORM - FORM UCC-3 Approved by Secretary
of State, State of
Florida
EXHIBIT 10(ii)
AGREEMENT OF PURCHASE AND SALE
- --------------------------------------------------------------------------------
THIS AGREEMENT, dated this 13th day of November, 1997 by and between THE
DELTONA CORPORATION, a Delaware Corporation authorized to transact business in
the State of Florida ("Seller"), SWAN DEVELOPMENT CORPORATION, a Florida
Corporation (interchangeably as "Buyer" and "Lender") .
R E C I T A L S
WHEREAS, Seller owns certain real estate properties located within St.
Augustine Shores Subdivision, St. Johns County in the State of Florida,
(hereinafter referred to "Property"); and
WHEREAS, the Property is registered with the United States Department of
Housing and Urban Development ("HUD"), the Division of Florida Land Sales,
Condominiums and Mobile Homes (the "Division") and with various other
governmental agencies; and
WHEREAS, Seller is indebted to lender in the sum of Five Million Five
Hundred Twenty Nine Thousand Five Hundred and no/100 Dollars ($5,529,501.00) and
Lender has agreed to credit Seller with the full amount of the purchase price
for debt reduction; and
WHEREAS, Buyer has agreed to purchase the Property and to take full
responsibility for any and all obligations, liabilities and encumbrances of
Seller within St. Augustine Shores Subdivision and particularly to prior
purchasers of property of Seller within St. Augustine Shores as identified on
Exhibit "B" hereto;
NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00),
each to the other in hand paid, and for and in consideration of mutual promises
contained herein and intending to be legal bound hereby, Seller agrees to sell
to Buyer and Buyer agrees to buy from Seller the following described real
property located in St. Augustine Shores Subdivision, Florida, upon the terms
and conditions hereinafter set forth:
1. DESCRIPTION OF PROPERTY.
------------------------
Seller shall convey to Buyer at closing the Property as more particularly
described on Exhibit "A", annexed hereto, consisting of all property owned by
Seller in St. Augustine Shores Subdivision.
2. PURCHASE PRICE AND METHOD OF PAYMENT
------------------------------------
(a) Purchase Price. The total purchase price for the Property shall be the
--------------
sum of Five Million Five Hundred Twenty Nine Thousand Five Hundred One Dollars
and no/100 ($5,529,501.00) plus other valuable consideration consisting of the
assumption of all obligations of Seller with respect St. Augustine Shores
Subdivision as identified on Exhibit "B" hereto;.
1
<PAGE>
(b) Method of Payment. The purchase Price shall be payable as follows:
-----------------
(i) Debt Reduction: At closing, Lender shall give to Seller a credit
--------------
for debt reduction to Lender in the amount of Five Million Five Hundred
Twenty Nine Thousand Five Hundred One Dollars and no/100 ($5,529,501.00).
This credit shall be made against debt currently owed by Seller to Lender.
(ii) Assumption of Seller's Obligations. At closing, Buyer will assume
----------------------------------
and take full responsibility for any and all obligations, liabilities and
encumbrances of Seller within St. Augustine Shores Subdivision and
particularly to any and all prior purchasers of property of Seller within
St. Augustine Shores Subdivision as set forth in the Affidavit attached
hereto as Exhibit "B".
3. STATUS OF PROPERTY
------------------
(a) All Property is in compliance with all applicable federal, state and
local zoning, environmental, planning and land use laws, ordinances, regulations
and private property restrictions and each and every lot has legal access by
public rights-of-ways dedicated of record. Buyer acknowledges that the portion
of the Property identified on Exhibit "C" does not have physical access and
Buyer agrees, as part of the obligations of Seller which it is assuming, to
complete any and all improvements to the Property as required pursuant to the
Planned Unit Development filed in St. Johns County, Florida, as it may be
amended, and to follow the terms and conditions of said Planned Unit
Development.
(b) Seller does not know or have reason to know of any activity within the
Property or affecting any lot which has been conducted or is being conducted,
except in material compliance of all statutes, ordinances, regulations, orders
and requirements of common laws.
(c) Buyer will take title to the Property subject to the deed restrictions
including the Articles of Incorporation, Bylaws and rules and regulations of the
St. Augustine Shores Service Corporation as amended from time to time.
(d) Seller will assign all right, title and interest in that certain
utility Developer Agreement between Seller and St. Augustine Shores Utilities, a
division of United Florida Utilities Corporation, dated November 6, 1989, as
amended.
4. WARRANTIES AND REPRESENTATIONS.
-------------------------------
Seller warrants and represents, as of the date hereof and as of the date of
Closing, that:
(a) Seller is a corporation duly organized, validly existing and in good
standing under the laws of Delaware and Florida, respectively, and Seller is in
good standing in all states wherein its activities require it to register to do
business, including, without limitation, Florida.
2
<PAGE>
(b) Seller warrants that the execution and consummation of this Agreement
will not render Seller insolvent and there are no proceedings for
reorganization, arrangement, liquidation or dissolution pending or threatened
under a federal or state law against Seller;
(c) Seller has the full, proper and lawful power and authority to enter
into this Agreement and to carry out the terms and conditions of this Agreement
and other agreements and documents referred to herein, and all corporate and
other action necessary to enter into the Agreement and to carry out such terms
and conditions has been duly taken or will be duly taken on or before Closing;
(d) All books, records, documents, agreements, information, exhibits,
schedules and other items furnished by Seller and which Seller permitted Buyer
to examine and all exhibits attached hereto are true, correct and accurate.
(e) Neither the execution, delivery nor the performance of this Agreement
will constitute a default under or conflict with any Agreement, indenture or
other document or instrument, including, without limitation, the By-Laws or
Articles of Incorporation of Seller by which Seller or any of their assets are
bound.
(f) Except as otherwise specifically set forth in this Agreement, Buyer
acknowledges that no representations or warranties, whether expressed or
implied, have been made by Seller to Buyer as to the condition of the Property
for any purchases, and Buyer further acknowledges that Buyer has made an
independent investigation of the Property and determined that the Property is
sufficient for Buyer's intended uses and purposes. Buyer will accept transfer
and conveyance of the Property from Seller without any warranty or
representation concerning the quality and patent and latent conditions thereon.
5. CLOSING.
--------
(a) Date and Place. The closing and settlement of the purchase ("Closing")
on the Property pursuant hereto shall take place at the offices of Five Points
Title Services, Inc., 999 Brickell Avenue, Suite 700, Miami, Florida 33131,
after the approval of this transaction by the Division, (the "Final Closing
Date"), or such prior time and place as the parties hereto shall agree in
writing or as stated in the Buyer's Notice of Closing; provided, that all other
terms and conditions hereunder required to be performed and satisfied by Seller
and Buyer prior to Closing have been performed or have been satisfied.
(b) Seller shall deliver to Buyer at closing:
(i) A Statutory Warranty Deed for the Property which shall be
effective to vest in the Buyer good and marketable title to the
Property free and clear of all matters except restrictions,
reservations and easements of record.
3
<PAGE>
(ii) Bill of Sale.
(iii) Such other documentation as may be reasonably required by
Buyer to effectuate and evidence the transaction in accordance with
the terms and conditions of this Agreement.
(iv) Assignment of the Developer Agreement between Seller and St.
Augustine Shores Utilities, a division of United Florida Utilities
Corporation, dated November 6, 1989, as amended
(v) A closing statement to be mutually prepared and agreed to by
Seller and Buyer, which closing statement shall be customary in form.
6. BUYER'S OBLIGATIONS PRIOR TO CLOSING.
-------------------------------------
At or before closing, Buyer shall deliver to Seller:
(a) The executed copy of the closing statement.
(b) Affidavit, as identified on Exhibit "B" hereto, attesting to
Buyer's assumption of any and all obligations, liabilities and encumbrances
of Seller within St. Augustine Shores Subdivision and particularly to any
and all prior purchasers of property of Seller within St. Augustine Shores,
obligations to the St. Augustine Shores Service Corporation, Inc,
obligations to St. Johns County pursuant to the Planned Unit Development
and obligations to the Division of Florida Land Sales, condominiums and
Mobile Homes pursuant to the registration of St. Augustine Shores
Subdivision.
(c) Executed documentation as required by the Division of Florida Land
Sales, Condominiums and Mobile Homes to relieve Seller of any and all
obligations under the registration of St. Augustine Shores Subdivisions and
the obligations to prior purchasers.
(d) Certificate evidencing that Buyer is a corporation, duly organized
and validly existing and in good standing in the State of Florida.
(e) Such other documentation as may be reasonably required by Seller
to effectuate and evidence the transaction in accordance with the terms and
conditions of this Agreement.
7. CLOSING COSTS.
--------------
Seller shall pay all costs of recording and State of Florida documentary
stamp tax on the deed of conveyance. Real estate taxes and assessments on the
Property will be prorated as of the closing date.
4
<PAGE>
8. PARTIES IN INTEREST.
--------------------
This Agreement shall inure to the benefit of and be binding upon the
parties, their respective successors and assigns, and contains the entire
agreement between the parties and may not be amended, modified or waived without
the express written consent of all parties hereto, and shall be governed by the
laws of the State of Florida. All representations and warranties in this
Agreement and all documents delivered pursuant hereto and all agreements and
other matters not performed prior to the Closing are continuing and shall
survive the Closing and the delivery of the Bill of Sale, deeds and other
documents pursuant to the Closing.
9. NOTICES.
--------
Notices and all other communications in connection with this Agreement
shall be in writing and shall be deemed to have been properly given only if sent
by certified mail, return receipt requested, postage prepaid, to Seller or Buyer
at the following addresses:
SELLER: The Deltona Corporation
999 Brickell Avenue
Suite 700
Miami, Florida 33131
Attention: Earle D. Cortright, Jr.
BUYER: Swan Development Corporation
49 Shores Boulevard
St. Augustine FL 32086
Nothing herein contained shall be construed as preventing the parties from
changing the place to which notices shall be addressed; however, no such change
shall be valid unless it is given in accordance with this section.
10. NO MODIFICATION.
----------------
No term or provision of this Agreement may be changed or waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
11. INTERPRETATION.
---------------
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Florida.
5
<PAGE>
12. GENERAL PROVISIONS.
-------------------
(a) Time is of the essence in this Agreement.
(b) This Agreement may be executed in one or more counterparts each of
which shall be deemed an original but all of which shall constitute one and the
same Agreement.
(c) The respective warranties, representations , covenants, agreements,
obligations and undertakings of each party hereunder shall be construed as
dependent upon and given in consideration of those of the other party, and shall
survive the closing and delivery of the deed.
IN WITNESS WHEREOF, the parties have caused these presents to be executed,
all of which has been done on the time and date first above written.
THE DELTONA CORPORATION SWAN DEVELOPMENT CORPORATION
("Seller") ("Buyer")
BY:/s/ Earl D. Cortright, Jr. BY: /s/ Antony Gram
--------------------------- ----------------------------
Earle D. Cortright, Jr., President Antony Gram, President
EXHIBIT LIST
------------
EXHIBIT A Listing of Property
EXHIBIT B Buyer's Affidavit re: Assumption of Obligations
EXHIBIT C Undeveloped Lots
EXHIBIT D Assignment of Development Agreement Between
Seller and St. Augustine Shores Utiltities, a
Division of United Florida Utiltities Corporation,
Dated November 6, 1989, as Amended
EXHIBIT E Assignment of Rights and Obligations under Deed
Restrictions to Swan Development Corporation as
Successor Developer
6
<PAGE>
EXHIBIT A
LISTING OF PROPERTY
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ------ -------------- -------- -------------------------------------- ---------------------- --------
<S> <C> <C> <C> <C> <C> <C>
1 35 7 SF DELTONA OWNS UNSOLD DEVELOPED SWAN
2 149 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 4 SF GRAM SOLD UNDEVELOPED
2 149 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 6 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 149 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 8 SF PURCHASER OWNS; PAID IN FULL UNDEVELOPED --
2 149 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 10 SF GRAM UNSOLD UNDEVELOPED
2 149 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 149 17 SF GRAM UNSOLD UNDEVELOPED
2 149 18 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 150 1 SF GRAM SOLD UNDEVELOPED
2 150 2 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 150 3 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 150 4 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 150 5 SF DELTONA SOLD UNDEVELOPED FIVE PTS
2 151 1 SF GRAM SOLD UNDEVELOPED
2 151 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 152 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 152 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 152 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 152 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
2 152 5 SF GRAM SOLD UNDEVELOPED
2 7002 TRACT A MF 1.20 ACRES; DELTONA OWNS UNSOLD DEVELOPED SWAN
2 7002 TRACT AD COMM FAC 1.4 ACRES: DELTONA OWNS UNSOLD DEVELOPED SWAN
2 7002 TRACT B MF 1.50 ACRES; DELTONA OWNS UNSOLD DEVELOPED SWAN
2 7002 TRACT E MF 3.08 ACRES; DELTONA OWNS UNSOLD DEVELOPED SWAN
2 7002 TRACT A-E COMM .87 ACRES; DELTONA OWNS UNSOLD DEVELOPED SWAN
4 7004 TRACT C2 COMM FAC 1.3 ACRES: DELTONA OWNS UNSOLD DEVELOPED SWAN
4 7004 TRACT 14A MARINA DELTONA OWNS UNSOLD UNDEVELOPED SWAN
5 7005 TRACT J SCHOOL SITE 12 ACRES: DELTONA OWNS UNSOLD DEVELOPED SWAN
6 7006 TRACT K GREENBELT 8.5 ACRES: DELTONA OWNS UNSOLD DEVELOPED SWAN
6 7006 TRACT H-2 COMM 1.90 ACRE PART OF TRACT H DEVELOPED SWAN
7 195 1 SF PURCHASER OWNS; PAID IN FULL UNDEVELOPED --
7 195 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 3 SF GRAM UNSOLD UNDEVELOPED
7 195 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 195 24 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 196 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 3 SF GRAM UNSOLD UNDEVELOPED
7 196 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ------ ----- ------ -------- -------------------------------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
7 196 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 196 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 2 SF PURCHASER OWNS; OUTSTANDING
MORTGAGE UNDEVELOPED --
7 197 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 8 SF GRAM SOLD UNDEVELOPED
7 197 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 197 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 7 SF GRAM SOLD UNDEVELOPED
7 198 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 10 SF GRAM SOLD - DEEDED TO CUSTOMER UNDEVELOPED
7 198 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 198 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 2 SF GRAM SOLD UNDEVELOPED
7 199 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ------ ----- ----- -------- -------------------------------------- ------------- --------
<S> <C> <C> <C> <C> <C> <C>
7 199 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 17 SF GRAM UNSOLD - FORECLOSURE IN
PROCESS UNDEVELOPED
7 199 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 21 SF GRAM UNSOLD UNDEVELOPED
7 199 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 23 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 199 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 25 SF GRAM SOLD UNDEVELOPED
7 199 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 199 27 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 199 28 SF GRAM SOLD UNDEVELOPED
7 199 29 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 199 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 200 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 1 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 201 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 3 SF GRAM UNSOLD UNDEVELOPED
7 201 4 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 201 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 8 SF GRAM UNSOLD UNDEVELOPED
7 201 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ------ ------ ----- -------- ---------------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
7 201 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 201 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 202 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 10 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 203 11 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
7 203 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------ ----- -------- ---------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
7 203 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 46 SF GRAM SOLD UNDEVELOPED
7 203 47 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 203 48 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 49 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 50 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 51 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 52 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 53 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 54 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 55 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 56 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 57 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 58 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 59 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 60 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 61 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 62 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 63 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 64 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 65 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 66 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 67 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 68 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 69 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 70 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 71 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 72 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 73 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 74 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 75 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 76 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 77 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 78 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 79 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 80 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 81 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 82 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 203 83 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
7 203 84 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 85 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 86 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 87 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 88 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 89 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 90 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 91 SF GRAM SOLD UNDEVELOPED
7 203 92 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 93 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 94 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 203 95 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 96 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 97 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 98 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 99 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 100 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 101 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 102 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 103 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 104 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 105 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 106 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 107 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 108 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 109 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 110 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 111 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 203 112 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
7 204 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------ ----- -------- ---------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
7 204 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 8 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 204 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 14 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 204 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 17 SF GRAM SOLD UNDEVELOPED
7 204 18 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 204 19 SF GRAM SOLD UNDEVELOPED
7 204 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 26 SF GRAM SOLD UNDEVELOPED
7 204 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 36 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 204 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 46 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 47 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 48 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 49 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 50 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 51 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 52 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 53 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 54 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 55 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 56 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 57 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 58 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 59 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 60 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 61 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 62 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 63 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 64 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 65 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 66 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 67 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 68 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 69 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 70 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 71 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 72 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 73 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 74 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 75 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 76 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 77 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------ ----- ---- --------------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
7 204 78 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 79 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 80 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 81 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 82 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 83 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 84 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 85 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 86 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 87 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 88 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 89 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 90 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 91 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 92 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 93 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 94 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 95 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 96 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 97 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 98 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 99 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 100 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 101 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 102 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 103 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 104 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 105 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 106 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 107 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 108 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 109 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 110 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 111 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 112 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 113 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 114 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 115 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 116 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 117 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 118 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 119 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 204 120 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 1 SF GRAM SOLD - DEEDED TO
CUSTOMER UNDEVELOPED
7 205 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 21 SF GRAM UNSOLD UNDEVELOPED
7 205 22 SF GRAM UNSOLD UNDEVELOPED
7 205 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 25 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 205 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 30 SF PURCHASER OWNS; PAID
IN FULL UNDEVELOPED --
7 205 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ----- ------ ------ ----------------------- -------------- -------
<S> <C> <C> <C> <C> <C> <C>
7 205 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 33 SF GRAM SOLD - DEEDED TO
CUSTOMER UNDEVELOPED
7 205 34 SF GRAM SOLD - DEEDED TO
CUSTOMER UNDEVELOPED
7 205 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 36 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 205 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 46 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 47 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 48 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 49 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 50 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 51 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 52 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 53 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 54 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 55 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 56 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 57 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 58 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 59 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 60 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 61 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 62 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 63 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 64 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 205 65 SF GRAM SOLD UNDEVELOPED
7 205 66 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 67 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
7 205 68 SF GRAM SOLD UNDEVELOPED
7 205 69 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 70 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 71 SF GRAM UNSOLD UNDEVELOPED
7 205 72 SF GRAM SOLD UNDEVELOPED
7 205 73 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 74 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 75 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 76 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 77 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 78 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 79 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 80 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 81 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 82 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 83 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 84 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
7 205 85 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 86 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 87 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 205 88 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 205 89 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 205 90 SF GRAM SOLD UNDEVELOPED
7 205 91 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ---- ------ ----- ------ ---------------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
7 206 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 20 SF GRAM SOLD UNDEVELOPED
7 206 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 25 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 206 26 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 206 27 SF GRAM SOLD UNDEVELOPED
7 206 28 SF GRAM SOLD UNDEVELOPED
7 206 29 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 206 30 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 206 31 SF GRAM SOLD UNDEVELOPED
7 206 32 SF GRAM SOLD UNDEVELOPED
7 206 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 206 37 SF GRAM SOLD -= DEEDED
TO CUSTOMER UNDEVELOPED
7 206 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 207 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 208 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 5 SF GRAM SOLD UNDEVELOPED
7 209 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------- ----- ------ ---------------------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
7 209 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 209 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 210 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 1 SF GRAM SOLD UNDEVELOPED
7 211 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 211 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------- ----- -------- ----------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
7 212 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 46 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 212 47 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 213 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 213 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 213 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 213 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 213 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 214 1 SF GRAM SOLD -= DEEDED
TO CUSTOMER UNDEVELOPED
7 214 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 214 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 214 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 214 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 1 SF GRAM SOLD -= DEEDED
TO CUSTOMER UNDEVELOPED
7 215 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 11 SF PURCHASER OWNS; PAID
IN FULL UNDEVELOPED --
7 215 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 23 SF DELTONA SOLD UNDEVELOPED FIVE PTS
7 215 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 215 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
7 TRACT AA GREENBELT DELTONA OWNS UNSOLD;
14.4 ACRES UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------- ----- -------- ----------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
7 TRACT B OPEN DELTONA OWNS UNSOLD;
7.42 ACRES UNDEVELOPED SWAN
7 TRACT C OPEN DELTONA OWNS UNSOLD:
10.50 ACRES UNDEVELOPED SWAN
7 TRACT D OPEN DELTONA OWNS UNSOLD:
.99 ACRES UNDEVELOPED SWAN
7 TRACT E BUFFER DELTONA OWNS UNSOLD:
.28 ACRES UNDEVELOPED SWAN
7 TRACT F BUFFER DELTONA OWNS UNSOLD:
.09 ACRES UNDEVELOPED SWAN
7 TRACT H CHURCH DELTONA OWNS UNSOLD:
5.01 ACRES UNDEVELOPED SWAN
7 TRACT K BUFFER DELTONA OWNS UNSOLD:
.23 ACRES UNDEVELOPED SWAN
7 TRACT L OPEN DELTONA OWNS UNSOLD:
.14 ACRES UNDEVELOPED SWAN
7 TRACT M OPEN DELTONA OWNS UNSOLD:
12.05 ACRES UNDEVELOPED SWAN
7 TRACT N BUFFER DELTONA OWNS UNSOLD:
.29 ACRES UNDEVELOPED SWAN
7 TRACT P BUFFER DELTONA OWNS UNSOLD:
.10 ACRES UNDEVELOPED SWAN
7 TRACT Q BUFFER DELTONA OWNS UNSOLD:
.16 ACRES UNDEVELOPED SWAN
7 TRACT R OPEN DELTONA OWNS UNSOLD:
4.51 ACRES UNDEVELOPED SWAN
7 TRACT S OPEN DELTONA OWNS UNSOLD:
1.15 ACRES UNDEVELOPED SWAN
7 TRACT T OPEN DELTONA OWNS UNSOLD:
1.62 ACRES UNDEVELOPED SWAN
7 TRACT U BUFFER DELTONA OWNS UNSOLD:
1.01 ACRES UNDEVELOPED SWAN
7 TRACT V OPEN DELTONA OWNS UNSOLD:
1.97 ACRES UNDEVELOPED SWAN
7 TRACT W OPEN DELTONA OWNS UNSOLD:
17.98 ACRES UNDEVELOPED SWAN
7 TRACT X PARK DELTONA OWNS UNSOLD:
6.15 ACRES UNDEVELOPED SWAN
7 TRACT Y PARK DELTONA OWNS UNSOLD:
4.12 ACRES UNDEVELOPED SWAN
7 TRACT Z OPEN DELTONA OWNS UNSOLD:
14.20 ACRES UNDEVELOPED SWAN
7 TRACT AA OPEN DELTONA OWNS UNSOLD:
14.37ACRES UNDEVELOPED SWAN
7 TRACT BB OPEN DELTONA OWNS UNSOLD:
10.26 ACRES UNDEVELOPED SWAN
7 TRACT CC OPEN DELTONA OWNS UNSOLD:
23.85 ACRES UNDEVELOPED SWAN
8 185 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 2 SF GRAM UNSOLD UNDEVELOPED
8 185 3 SF GRAM UNSOLD UNDEVELOPED
8 185 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 5 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 6 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 8 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 13 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 18 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 19 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 20 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 23 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 24 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 26 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 27 SF GRAM UNSOLD UNDEVELOPED
8 185 28 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 29 SF GRAM SOLD UNDEVELOPED
8 185 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 34 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 185 35 SF GRAM SOLD UNDEVELOPED
8 185 36 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 185 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 39 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 40 SF GRAM SOLD UNDEVELOPED
8 185 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 42 SF GRAM UNSOLD UNDEVELOPED
8 185 43 SF GRAM UNSOLD UNDEVELOPED
8 185 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 46 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 47 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 48 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 49 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 185 50 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------- ----- ------- --------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
8 186 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 5 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 186 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 7 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 186 8 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 186 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 186 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 187 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 187 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 187 3 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 187 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 187 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 188 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 6 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 189 7 SF GRAM SOLD UNDEVELOPED
8 189 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 24 SF GRAM UNSOLD UNDEVELOPED
8 189 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 32 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 33 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 34 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 35 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 36 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 37 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 38 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 39 SF GRAM UNSOLD UNDEVELOPED
8 189 40 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 41 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 42 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 43 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 44 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 45 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 46 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 47 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 48 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ----- ------- ----- ------- --------------------- -------------- ---------
<S> <C> <C> <C> <C> <C> <C>
8 189 49 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 50 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 51 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 52 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 53 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 54 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 189 55 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 56 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 57 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 58 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 59 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 60 SF DELTONA SOLD UNDEVELOPED FIVE PTS
8 189 61 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 62 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 63 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 64 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 65 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 66 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 67 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 68 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 69 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 70 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 71 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 72 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 73 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 74 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 75 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 76 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 77 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 78 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 79 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 80 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 81 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 189 82 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 190 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 190 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 190 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 190 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 190 5 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 6 SF GRAM SOLD -= DEEDED /
MTG.TO CUSTOMER UNDEVELOPED
8 190 7 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 8 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 9 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 10 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 11 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 190 12 SF PURCHASER OWNS; OUT-
STANDING MORTGAGE UNDEVELOPED --
8 191 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 191 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 3 SF PURCHASER OWNS;
PAID IN FULL UNDEVELOPED --
8 192 4 SF GRAM SOLD -= DEEDED TO
CUSTOMER UNDEVELOPED
8 192 5 SF GRAM SOLD UNDEVELOPED
8 192 6 SF GRAM SOLD UNDEVELOPED
8 192 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 192 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPERTY IN ST. AUGUSTINE SHORES BEING CONVEYED
DELTONA SOLD: BEING CONVEYED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV; CONTRACT ASSIGNED
DELTONA OWNS UNSOLD: BEING CONVEYED TO SWAN DEVELOPMENT CORPORATION
PURCHASER OWNS: MORTGAGE ABSOLUTELY ASSIGNED TO FIVE POINTS TITLE AS TRUSTEE FOR SCAFHOLDING BV
(PAID IN FULL CONTRACTS OR MORTGAGES NOT CONVEYED OR ASSIGNED)
LOT SALES DEVELOPMENT CONVEY
UNIT BLOCK LOT TYPE STATUS STATUS TO
- ------ -------------- ------ ---------------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
8 193 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 3 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 4 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 5 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 6 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 7 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 8 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 9 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 10 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 11 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 12 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 13 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 14 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 15 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 16 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 17 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 18 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 19 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 20 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 21 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 22 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 23 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 24 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 25 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 26 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 27 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 28 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 29 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 30 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 193 31 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 194 1 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 194 2 SF DELTONA OWNS UNSOLD UNDEVELOPED SWAN
8 TRACT B OPEN DELTONA OWNS UNSOLD:
1.47 ACRES UNDEVELOPED SWAN
8 TRACT C OPEN DELTONA OWNS UNSOLD:
.49 ACRES UNDEVELOPED SWAN
8 TRACT D OPEN DELTONA OWNS UNSOLD:
2.03 ACRES UNDEVELOPED SWAN
8 TRACT E OPEN DELTONA OWNS UNSOLD:
20.91 ACRES UNDEVELOPED SWAN
8 TRACT F OPEN DELTONA OWNS UNSOLD;
.39 ACRES UNDEVELOPED SWAN
</TABLE>
<PAGE>
EXHIBIT B
BUYER'S AFFIDAVIT RE: ASSUMPTION OF OBLIGATIONS
AFFIDAVIT
STATE OF FLORIDA )
) SS.
COUNTY OF DADE )
BEFORE ME, the undersigned authority, personally appeared Antony Gram, who
upon his oath, deposes and states:
1. THAT I am the President of Swan Development Corporation ("Swan") with
full authority to enter into this Affidavit on behalf of Swan.
2. THAT Swan, as an integral part of its acquisition of all of The Deltona
Corporation's ("Deltona") land inventory in St. Augustine Shores Subdivision,
hereby confirms its acceptance of the assignment of full and complete
responsibility for any and all obligations, liabilities and encumbrances of
Deltona within St. Augustine Shores Subdivision pursuant to the Planned Unit
Development, the recorded plats for the property and the deed restrictions
recorded in the public records of St. Johns County;
3. THAT Swan assumes responsibility for any and all the contractual
obligation to purchasers of property within St. Augustine Shores Subdivision
from Deltona pursuant to Agreements of Purchase and Sale with said purchasers as
identified on Schedule "A" annexed hereto;
4. THAT Swan assumes all responsibility for the obligations relative to St.
Augustine Shores Subdivision as contained in the registration for said
subdivision with the Division of Florida Land Sales, Condominiums and Mobile
Homes and agrees to abide by the requirements of Chapter 498, Florida Statutes;
5. THAT Swan expressly agrees to hereby assume all obligations of Deltona
within St. Augustine Shores Subdivision as identified above and does hereby for
itself, its successors and assigns, agree to hold harmless Deltona, its
franchised dealers, successors, subsidiary corporations, assigns, agents,
employees and officers and directors from any and all manner of claims, demands,
damages, causes of action or suits that an entity, corporation or purchaser
might now have or that might subsequently accrue to it by any reason of any
matter or thing whatsoever particularly growing out of or in any way connected
directly or indirectly with the failure of Deltona to develop any portion of St.
Augustine Shores Subdivision or to perform any of its obligations within St.
Augustine Shores Subdivision.
FURTHER AFFIANT SAYETH NOT.
/s/ Antony Gram
---------------------------------
Antony Gram, President
Swan Development Corporation
The foregoing instrument was acknowledged before me this day of , 1997 by
Antony Gram, President of Swan Development Corporation, who is personally known
to me and who did take an oath.
/s/Nancy Roche
- ----------------------------------
PRINT:Nancy Roche,Notary Public, State of Florida
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT C
ST. AUGUSTINE SHORES
UNDEVELOPED SOLD LOTS
CONTRACTUAL
PAYMENT ANNUAL
CONTRACT # PRINCIPAL CTD INTEREST CTD C/R BALANCE AMOUNT COLLECTION UNIT BLOCK LOT
- ------------ ------------- ------------ ----------- ------- ---------- ---- ----- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
UNIT 2
258 33,365.63 12,190.13 7,734.37 4,385.23 4,385.23 2 149 4
260 36,702.90 14,635.02 9,797.10 4,954.74 4,954.74 2 149 6
262 41,100.00 2,156.04 0.00 0.00 0.00 2 149 8
267 29,743.48 11,221.84 7,356.52 3,958.09 3,958.09 2 149 18
268 51,629.66 19,871.21 14,470.34 7,047.69 7,047.69 2 150 1
269 52,999.62 19,981.90 13,100.38 7,047.69 7,047.69 2 150 2
270 52,999.62 19,981.90 13,100.38 7,047.69 7,047.69 2 150 3
271 52,999.62 19,981.90 13,100.38 7,047.69 7,047.69 2 150 4
272 71,423.20 26,963.36 17,676.80 9,510.82 9,510.82 2 150 5
273 38,307.53 14,995.98 11,192.47 5,282.21 5,282.21 2 151 1
274 51,348.56 20,090.05 14,951.44 7,076.16 7,076.16 2 152 5
UNIT 7
275 79,981.50 30,325.76 20,318.50 10,706.79 10,706.79 7 209 5
306 20,390.00 6,837.46 4,610.00 1,245.39 2490.78 7 205 25
311 25,000.00 6,107.54 0.00 0.00 0.00 7 205 30
314 25,000.00 6,076.16 0.00 0.00 0.00 7 205 33
315 25,000.00 6,089.66 0.00 0.00 0.00 7 205 34
393 47,938.31 16,187.30 11,048.99 1,496.80 5,987.20 7 211 1
395 18,612.70 12,505.61 6,187.30 293.37 3,520.44 7 197 8
402 23,453.27 7,758.17 4,346.73 236.86 2,842.32 7 195 24
405 20,506.43 7,869.76 6,193.57 243.83 2,925.96 7 201 4
439 28,000.00 8,271.16 0.00 0.00 0.00 7 198 10
446 22,163.56 7,423.25 4,936.44 228.73 2,744.76 7 205 89
447 21,740.36 7,602.98 5,329.64 228.73 2,744.76 7 199 29
448 21,903.09 7,454.99 5,196.91 228.73 2,744.76 7 205 90
449 22,323.33 7,263.59 4,776.78 228.73 2,744.76 7 205 88
450 22,103.16 7,323.77 4,996.84 228.73 2,744.76 7 199 25
453 23,446.63 15,868.67 8,553.37 377.95 4,535.40 7 201 1
454 27,000.00 2,358.90 0.00 0.00 0.00 7 215 11
469 21,128.00 7,292.21 6,172.00 1,372.04 2,744.08 7 206 25
470 21,465.44 7,431.81 6,334.56 1,393.15 2,786.30 7 206 26
471 21,386.58 7,405.07 6,313.42 1,386.11 2,772.22 7 206 27
472 21,333.45 7,458.20 6,366.55 1,386.11 2,772.22 7 206 28
473 21,332.16 7,459.49 6,367.84 1,386.11 2,772.22 7 206 29
474 21,332.16 7,459.49 6,367.84 1,386.11 2,772.22 7 206 30
475 20,504.24 5,415.19 7,095.76 1,386.11 2,772.22 7 206 31
476 20,670.25 5,440.70 7,129.75 1,393.15 2,786.30 7 206 32
483 29,889.66 10,262.57 7,010.34 319.30 3,831.60 7 204 18
484 22,123.00 7,700.05 5,577.00 239.19 2,870.28 7 204 19
488 22,865.30 7,291.05 5,234.70 228.73 2,744.76 7 199 27
489 22,866.05 7,290.30 5,233.95 228.73 2,744.76 7 199 28
493 22,894.58 7,340.05 5,205.42 228.73 2,744.76 7 199 23
498 19,230.29 10,775.72 6,269.80 273.62 3,283.44 7 204 14
499 23,010.24 6,645.02 4,589.76 1,477.58 2,955.16 7 197 2
500 28,600.00 15,438.29 0.00 352.64 4,231.68 7 206 37
502 24,753.25 8,736.90 6,346.75 269.37 3,232.44 7 204 17
508 15,553.63 7,532.38 10,446.37 226.41 2,716.92 7 199 2
510 25,827.89 11,839.99 3,472.11 301.49 3,617.88 7 203 82
511 29,300.00 10,456.66 0.00 0.00 0.00 7 203 83
516 35,000.00 4,268.50 0.00 0.00 0.00 7 195 1
517 23,862.38 9,294.12 5,437.62 264.50 3,174.00 7 215 1
519 21,461.07 16,600.35 8,638.93 371.93 4,463.16 7 206 20
526 21,571.85 8,030.49 6,028.15 228.10 2,737.20 7 203 94
530 32,600.00 6,961.14 0.00 0.00 0.00 7 205 1
533 22,197.73 9,184.27 6,902.27 264.50 3,174.00 7 215 23
568 31,100.00 5,758.11 0.00 0.00 0.00 7 203 11
569 20,503.89 8,899.07 8,296.11 1,471.64 2,943.28 7 203 46
570 21,633.86 9,240.74 7,166.14 1,471.64 2,943.28 7 203 47
573 25,299.17 10,014.28 7,570.83 282.70 3,392.40 7 205 67
574 22,181.99 8,485.39 5,918.01 242.66 2,911.92 7 205 68
576 20,596.90 8,120.32 6,103.10 230.52 2,766.24 7 205 64
577 21,600.15 8,689.74 7,399.85 249.94 2,999.28 7 205 72
578 19,990.57 7,987.04 6,709.43 230.52 2,766.24 7 205 65
582 18,326.84 15,935.86 10,473.16 355.40 4,264.80 7 203 91
615 20,897.55 8,591.45 7,902.45 1,608.50 3,217.00 7 198 7
617 22,963.01 9,352.07 8,836.99 1,626.16 3,252.32 7 204 26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ST. AUGUSTINE SHORES
UNDEVELOPED SOLD LOTS
CONTRACTUAL
PAYMENT ANNUAL
CONTRACT # PRINCIPAL CTD INTEREST CTD C/R BALANCE AMOUNT COLLECTION UNIT BLOCK LOT
- ------------ ------------- ------------ ----------- ------- ---------- ---- ----- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
623 22,443.80 17,540.70 10,756.20 410.50 4,926.00 7 205 36
624 22,510.64 9,500.68 8,689.36 1,633.52 3,267.04 7 204 8
640 22,097.79 9,395.63 9,002.21 268.14 3,217.68 7 204 36
643 33,500.00 4,320.07 0.00 0.00 0.00 7 214 1
M253 35,500.00 0.00 0.00 0.00 0.00 7 203 112
M448 28,800.00 0.00 0.00 0.00 0.00 7 205 84
M5932 62,894.90 1,725.76 1,305.10 174.86 699.44 7 203 10
UNIT 8
198 21,916.67 8,091.57 5,283.33 2,876.03 2,876.03 8 190 5
199 25,601.18 9,493.62 6,198.82 3,374.35 3,374.35 8 190 6
200 25,473.06 9,949.50 6,626.94 3,402.82 3,402.82 8 190 7
201 20,851.37 8,173.43 5,448.63 2,790.60 2,790.60 8 190 8
202 21,235.74 7,865.43 5,064.26 2,790.60 2,790.60 8 190 9
203 21,235.74 7,865.43 5,064.26 2,790.60 2,790.60 8 190 10
204 21,165.62 7,859.18 5,134.38 2,790.60 2,790.60 8 190 11
205 25,836.98 9,585.38 6,263.02 3,402.82 3,402.82 8 190 12
221 28,165.87 9,158.48 3,934.13 279.47 3,353.64 8 185 23
246 21,590.63 13,472.60 15,009.37 315.84 3,790.08 8 187 3
251 24,500.00 4,394.28 0.00 0.00 0.00 8 185 6
252 32,700.00 6,702.79 0.00 0.00 0.00 8 185 5
253 24,500.00 342.46 0.00 0.00 0.00 8 185 8
297 31,006.89 8,586.03 2,193.11 977.91 3,911.64 8 185 35
343 19,039.14 10,509.86 4,960.86 263.48 3,161.76 8 189 60
382 18,508.32 6,613.61 4,491.61 1,187.00 2,374.00 8 192 5
383 23,000.00 2,120.05 0.00 0.00 0.00 8 192 3
384 23,000.00 4,084.68 0.00 0.00 0.00 8 192 4
385 18,729.81 6,532.19 4,270.19 1,187.00 2,374.00 8 192 6
386 18,368.02 6,753.98 4,631.98 1,187.00 2,374.00 8 189 54
392 28,921.09 10,742.28 6,978.91 3,829.95 3,829.95 8 189 6
398 27,444.81 10,069.63 8,455.19 1,892.71 3,785.42 8 189 7
435 23,000.00 3,028.46 0.00 0.00 0.00 8 185 13
457 24,966.84 8,800.08 6,633.16 275.18 3,302.16 8 185 40
495 24,000.00 9,508.51 0.00 0.00 0.00 8 185 28
580 34,036.52 20,541.29 5,663.48 491.77 5,901.24 8 186 5
639 28,200.00 4,521.31 0.00 0.00 0.00 8 185 34
641 21,833.28 8,445.65 6,966.72 259.65 3,115.80 8 186 8
642 18,610.49 8,077.31 8,689.51 242.66 2,911.92 8 185 29
645 21,321.52 8,604.81 7,475.48 258.43 3,101.16 8 186 7
646 22,148.17 8,351.75 7,751.83 1,464.28 2,928.56 8 185 24
647 26,758.81 5,597.90 341.13 245.09 2,941.08 8 185 26
648 27,520.86 11,724.17 10,779.14 347.00 4,164.00 8 185 36
649 22,055.10 6,180.61 5,844.90 1,055.90 2,111.80 8 185 20
650 20,116.19 9,079.95 8,583.81 1,582.01 3,164.02 8 185 18
651 28,700.00 8,988.40 0.00 0.00 0.00 8 185 19
</TABLE>
<PAGE>
ST. AUGUSTINE SHORES
UNDEVELOPED LOTS
Blocks 149, 150, 151 and 152, the REPLAT OF ST. AUGUSTINE SHORES UNIT TWO,
according to the plat thereof recorded in Plat Book 13, Pages 114 through 124,
inclusive.
All Lots and Tract in all Blocks in ST. AUGUSTINE SHORES UNIT SEVEN,
according to the plat thereof recorded in Plat Book 22, Pages 24 through 48,
inclusive.
All Lots and Tract in all Blocks in ST. AUGUSTINE SHORES UNIT EIGHT,
according to the plat thereof recorded in Plat Book 21, Pages 58 through 63,
inclusive.
<PAGE>
EXHIBIT D
ASSIGNMENT OF DEVELOPMENT AGREEMENT
BETWEEN ST. AUGUSTINE SHORES UTILITIES AND
THE DELTONA CORPORATION
On this 13th day of November, 1997, THE DELTONA CORPORATION, a Delaware
corporation, hereby assigns all of its rights, title, interest and obligations
in, under and to that certain Development Agreement between St. Augustine Shores
Utilities , a division of United Florida Utilities Corporation, and The Deltona
Corporation dated November 6, 1989 to SWAN DEVELOPMENT CORPORATION, a Florida
Corporation, pursuant to Section 26 thereof.
THE DELTONA CORPORATION
BY:/s/ Earle D. Cortright, Jr.
----------------------------------
Earle D. Cortright, Jr.
President
<PAGE>
EXHIBIT E
ASSIGNMENT AND ASSUMPTION OF ALL RIGHTS, TITLE, INTEREST
AND OBLIGATIONS IN THE PLANNED UNIT DEVELOPMENT #79-73 AND #79-75
ST. AUGUSTINE SHORES SUBDIVISION
On this 13th day of November, 1997, THE DELTONA CORPORATION, a Delaware
corporation, (hereinafter "Deltona") hereby assigns all of its rights, title,
interest and obligations in, under and to that certain Planned Unit Development
Ordinance #79-73 and that certain Ordinance #79-75 pertaining to St. Augustine
Shores Subdivision located in St. Johns County, Florida dated December 5, 1979
and March 7, 1985, respectively, (hereinafter the "PUD") to SWAN DEVELOPMENT
CORPORATION, a Florida Corporation, (hereinafter "Swan"). Swan accepts this
Assignment from Deltona and agrees to abide by all of the terms and conditions
of the PUD.
Swan expressly agrees to this assumption and does hereby for itself, its
successors and assigns, agree to hold harmless Deltona, its franchised dealers,
successors, subsidiary corporations, assigns, agents, employees and officers and
directors from any and all manner of claims, demands, damages, causes of action
or suits that an entity, corporation or purchaser might now have or that might
subsequently accrue to it by any reason of any matter or thing whatsoever
particularly growing out of or in any way connected directly or indirectly with
the failure of Deltona to develop any portion of St. Augustine Shores
Subdivision or to perform any of its obligations within St. Augustine Shores
Subdivision in accordance with the PUD.
THE DELTONA CORPORATION SWAN DEVELOPMENT CORPORATION
/s/ Earle D. Cortright, Jr. /s/ Antony Gram
- ---------------------------- ------------------------------
Earle D. Cortright, Jr., President Antony Gram, President
EXHIBIT 10(jj)
AGREEMENT FOR CUSTOMER SERVICE ADMINISTRATION
THIS AGREEMENT, dated this 13 day of November , 1997 by and between THE
DELTONA CORPORATION, a Delaware Corporation authorized to transact business in
the State of Florida ("Deltona"), SWAN DEVELOPMENT CORPORATION, a Florida
Corporation ("Swan"), confirm and agree as follows:
1. Introduction
------------
1.1 Swan owns certain real estate properties located within
St. Augustine Shores Subdivision, St. Johns County in the State of Florida,
(hereinafter referred to "Property"), which is registered with the United States
Department of Housing and Urban Development ("HUD"), the Division of Florida
Land Sales, Condominiums and Mobile Homes (the "Division") and with various
other governmental agencies.
1.2 Certain of the Property is undeveloped and under contract
to be purchased by individuals pursuant to Agreements of Purchase and Sale
entered into between Deltona and the purchasers. Swan has agreed to be
responsible for the obligations of Deltona pursuant to the purchasers'
Agreements of Purchase and Sale.
1.3 Deltona has agreed to assist Swan in administration of
obligations to these purchasers in the form of a customer service exchange
program to lots scheduled for development by Swan.
2. Exchange Program
----------------
2.1 Deltona shall submit, on Swan's behalf, a proposed
exchange program to the Division of Florida Land Sales, Condominiums and Mobile
Homes (hereinafter the "Division") for the Division's approval..
2.2 Upon receipt of the Division's written approval, Deltona
shall be responsible for preparing all correspondence and documentation for
submission to the purchasers of undeveloped lots; for responding to purchaser
inquiries; and for completing exchanges through coordination of return of the
purchaser's original lot and substitution of the exchange lot.
2.3 Deltona shall file all required interim reports relative
to the exchange program with the Division, and submit a copy to Swan.
1
<PAGE>
3. Fees to Deltona for Services Rendered
-------------------------------------
The parties hereto agree that the fees for the services
contemplated to be performed by Deltona shall be $1,084.00 per exchange
consummated. This amount is based upon the average estimated costs for title
search, recording fees, title insurance premium and other title services
plus an administrative fee to Deltona.
4. Additional Services
-------------------
When and if Swan decides that it wishes to improve additional
St. Augustine Shores lots, Deltona will prepare registrations, if required,
and/or exemption filings for the Division as well as other regulatory agencies
in jurisdictions in which sales are contemplated. The fees for these additional
services shall be agreed upon, in writing, between Swan and Deltona, prior to
commencement of any additional services by Deltona.
5. Notice
------
Any notice required or permitted to be given hereunder shall
be in writing and shall be transmitted by postage prepaid mail to the parties at
there addresses as follows:
Deltona: The Deltona Corporation
999 Brickell Avenue
Suite 700
Miami, Florida 33131
Attention: Earle D. Cortright, Jr.
Swan: Swan Development Corporation
49 Shores Boulevard
St. Augustine FL 32086
Nothing herein contained shall be construed as preventing the parties from
changing the place to which notices shall be addressed; however, no such change
shall be valid unless it is given in accordance with this section.
6. NO MODIFICATION.
----------------
No term or provision of this Agreement may be changed or
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.
2
<PAGE>
7. INTERPRETATION.
---------------
This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Florida.
8. GENERAL PROVISIONS.
-------------------
(a) Time is of the essence in this Agreement.
(b) This Agreement may be executed in one or more counterparts
each of which shall be deemed an original but all of which shall constitute one
and the same Agreement.
IN WITNESS WHEREOF, the parties have caused these presents to be
executed, all of which has been done on the time and date first above written.
THE DELTONA CORPORATION SWAN DEVELOPMENT CORPORATION
("Deltona") ("Swan")
BY:/s/ Earle D. Cortright, Jr. BY: /s/ Antony Gram
----------------------------- -----------------------------
Earle D. Cortright, Jr., President Antony Gram, President
3
<PAGE>
<TABLE>
<CAPTION>
FEE TO DELTONA FOR EXCHANGES
Based upon average
Lot Price of $34,000
UNDER
CONTRACT DEEDED TOTAL
---------- ---------- ----------
<S> <C> <C> <C>
# OF LOTS 47 14 61
COSTS FOR TRADE IN LOT
TITLE SEARCH ($150.00) $ 0.00 $ 2,100.00 $ 2,100.00
RECORDING FEES ($238.00) $ 0.00 $ 3,332.00 $ 3,332.00
WORK CHARGE ($50.00) $ 0.00 $ 700.00 $ 700.00
COSTS FOR NEW LOT
TITLE SEARCH ($150.00) $ 7,050.00 $ 2,100.00 $ 9,150.00
RECORDING FEES ($238.00) $11,186.00 $ 3,332.00 $14,518.00
TITLE INSURANCE PREMIUM ($195.50) $ 9,188.50 $ 2,737.00 $11,925.50
WORK CHARGE ($50.00) $ 2,350.00 $ 700.00 $ 3,050.00
TOTAL CHARGES FOR
TITLE RELATED WORK $29,774.50 $15,001.00 $44,775.50
ADMINISTRATION FEE($350.00) $16,450.00 $ 4,900.00 $21,350.00
TOTAL CHARGES $46,224.50 $19,901.00 $66,125.50
CHARGE PER @ 61 EXCHANGES $ 1,084.02
</TABLE>
<PAGE>
EXHIBIT 10(kk)
AGREEMENT OF PURCHASE AND SALE
- -------------------------------------------------------------------------------
THIS AGREEMENT, dated this 13th day of November, 1997 by and between THE
DELTONA CORPORATION, a Delaware Corporation ("Seller") and SCAFHOLDING B.V., a
Netherlands corporation ("Buyer").
R E C I T A L S
WHEREAS, Seller owns certain real estate properties located within various
Counties in the State of Florida, (such properties are sometimes hereinafter
referred to "Subdivision" or "Subdivisions").
WHEREAS, the Subdivision is registered with the United States Department of
Housing and Urban Development ("HUD"), the Division of Florida Land Sales,
Condominiums and Mobile Homes (the "Division") and with various other
governmental agencies; and
WHEREAS, Seller has, from time to time, sold parcels of the Subdivision
("Lots") under Agreements of Purchase and Sale ("Contracts") to retail
purchasers for their own use ("Purchasers"); and
WHEREAS, pursuant to each of the Contracts, Seller has either retained
title to the Purchaser's Lot as security for the full payment thereof, at which
time title is to be conveyed to him or Seller has conveyed title to Purchaser's
Lot and taken back a Mortgage and Promissory Note to secure the outstanding
balance of the purchase price; and
WHEREAS, Seller now desires to sell, and Buyer now desires to buy certain
Contracts (and take title to the Lots in Trust for the benefit of the Purchaser
in cases where Purchaser does not already have title) that now exist from sales
of the Lots in the Subdivisions in consideration of the obligations set forth
herein.
NOW THEREFORE, in consideration of the mutual promises contained herein and
intending to be legal bound hereby, Buyer and Seller adopt the preamble to this
Agreement as part of this Agreement and further agree as follows:
1. SALE.
----
(a) Seller agrees to sell, assign, transfer and deliver to Buyer, and Buyer
agrees to buy, all of the following property of Seller:
(1) All of Seller's rights and remedies under Contracts where Seller has
retained title to certain Lots covered by such Contracts, as set forth in
Exhibit "A" attached hereto, and all proceeds therefrom and such additional
contracts that may be added prior to the Closing Date to meet the requirements
hereof (such Contracts hereinafter referred to as to "Purchased Contracts);
1
<PAGE>
(2) All of Seller's interest in and to the Lots subject to the Purchased
Contracts covering such Lots ("Lot"). Seller's interest shall be conveyed by
statutory Warranty Deed to the Trustee under that certain Land Trust Agreement
("Land Trust") a form copy of which is attached hereto and made a part hereof as
Exhibit "B", the original of which shall be executed prior to or at closing.
(3) All of Seller's rights and remedies under the Notes ("Purchased Notes")
and Mortgages ("Purchased Mortgages") securing the Purchased Notes set forth in
Exhibit "A-1" and all proceeds therefrom.
(4) All records and general intangibles relating to the Purchased
Contracts, Lots, Purchased Notes and Purchased Mortgages including without
limitation, payment histories, files, computer printouts, computer tapes,
closing or settlement sheets, copies of Truth-in-Lending Disclosure Statements,
Notices of Rescission and all receipts therefor, and all receipts by Purchasers
acknowledging receipt of the HUD Property Report, Florida Offering Statement or
other offering statement, report of prospectus ("General Intangibles"). The
Purchased Contracts, Purchased Notes and Purchased Mortgages are sometimes
hereinafter referred to as "Purchased Instruments"; and, the Lots, Purchased
Mortgages, Purchased Instruments and General Intangibles are hereinafter
collectively referred to as "Purchased Property".
(b) With respect to certain Purchased Contracts selected from Exhibit "A",
such Contracts shall be delivered to Buyer together with title to the Lots which
title shall be conveyed to the Trustee under the Land Trust as above, along with
Purchased Notes and Purchased Mortgages at time of closing described in
Paragraph 7 hereof. The Purchased Instruments shall have an unpaid principal
balance ("Principal Balances") in the aggregate amount of Seven Million Five
Hundred Thousand and No/100 Dollars ($7,500,000.00) as of the Closing Date. All
payments made on account of these contracts received by Seller subsequent to the
Closing Date shall be segregated and an accounting of these proceeds shall be
supplied to Buyer under procedures and provisions set forth in that certain
Trust and Service Agreement ("Service Agreement") executed between Seller and
Buyer, a form copy of which is attached hereto as Exhibit "C", the original of
which shall be executed prior to or at closing.
2. PURCHASE INSTRUMENTS.
---------------------
(a) Seller has supplied Buyer with information with respect to each of the
Purchased Instruments as set forth in Exhibit "A" and Exhibit "A-1".
(b) All payments made on account of the Purchased Property after the
Calculation Date to and including closing shall belong to Buyer.
2
<PAGE>
3. PURCHASE PRICE.
---------------
The Purchase Price payable by Buyer to Seller for the acquisition as of the
Calculation Date is Five Million Six Hundred Twenty-Five Thousand Dollars and
No/100 ($5,625,000.00) determined based upon seventy-five percent (75%) of the
face value of the Principal Balances.
4. GENERAL WARRANTIES AND REPRESENTATIONS
--------------------------------------
Seller warrants and represents as of the date of closing that:
(a) Status of Purchased Property
----------------------------
(1) As of the date of closing, Seller is the sole, exclusive and lawful
owner of the Purchased Property, free and clear of all claims, liens, judgments,
security interests and other encumbrances and has good right and title to sell
same to Buyer.
(2) Each of the Purchased Instruments is a bona fide and legally valid
obligation of a Purchaser of a Lot (Account Debtor") to Seller, duly enforceable
against the Account Debtor in accordance with its terms and conditions and not
subject to cancellation.
(3) For each Purchased Contract other than those subject to a mortgage,
Seller is vested with good and marketable fee simple title to the Lot covered by
such Purchased Instrument, free and clear of all liens, security interest,
claims and other encumbrances except for the Purchased Contract and for certain
easements, restrictions, reservations, conditions and other encumbrances of
record which do not interfere with the Account Debtor's right to use and enjoy
his Lot as contemplated by his Purchased Instrument and the HUD Property Report
and Florida Offering Statement or other similar report, offering statement of
prospectus, if any ("Permitted Encumbrances"). (4) None of the Purchased
Instruments are subject to any pending or threatened dispute, offset, claim,
defense, counterclaim, credit, allowance, adjustment, or right of rescission or
reformation nor can any Account Debtor or other Person assert any of the
foregoing except for the development obligation for the lots in St. Augustine
Shores Subdivision listed on Exhibit D, annexed hereto.
(5) The total of the Principal Balances of the Purchased Instruments as of
the Calculation Date is not less than $7,500,000.00 and the Principal Balance,
Interest Rate and other account information of each Purchased Instrument
selected from Exhibit "A" and delivered pursuant hereto are true, correct and
accurate.
(6) Each Purchased Instrument provides for interest at an annual rate of
3
<PAGE>
less than the applicable usury rate and for payment terms of consecutive equal
monthly, quarterly, semi-annual or annual installments of principal of purchase
price of the Lot together with interest due thereon. Furthermore, none of such
payments applicable to any of the Contracts set forth on Exhibit "A" include any
payments for impact fees or other similar fees or charges, not including utility
service fees.
(7) There are no repossession, ejectment, foreclosure or other proceedings
instituted or threatened against any of the Lots being purchased by Account
Debtors and no person other than Seller is receiving collections on any of the
Purchased Instruments, including, without limitation, any broker.
(b) Status of Sales of Lots
-----------------------
(1) The Division and no other governmental entity is required to approve
this transaction.
(2) With respect to the Registration for each Subdivision, all statements,
facts and representations, all registration reports, all marketing brochures and
pamphlets and sales documents, all offering plans, statements and prospectuses,
and all other items ("Filing Information"), required to be made to and filed
with each of the appropriate governmental agencies of HUD, Florida and the
states and countries were made, were true and correct when made, were made in
proper form and substance and were accepted by such Registration Agencies. The
Filing Information for each Registration is currently true, correct and
completed in all material respects, and each Registration has been amended where
necessary and is effective and in good standing. Each Account Debtor has
received, and has acknowledged receipt, in writing, of the required effective
HUD Property Report, Florida Offering Statements, and other state offering
statements, reports or prospectuses, each of which was, at the time of issuance
and receipt of same by the Purchaser, in compliance with all applicable foreign,
federal, state or local laws, rules and regulations, including, without
limitation, those of the Registration Agencies.
(3) All sales of Lots and all Purchased Instruments were made in compliance
with all applicable foreign, federal, state and local laws, including, without
limitation, the Federal Interstate Land Sales Full Disclosure Act, the Federal
Truth-in-Lending Act, Rules and Regulations of the Federal Trade Commission, the
Florida Uniform Land Sales Practices Act, the Florida usury laws and other
consumer protection laws of Florida.
(4) The offer of sale or sale of any Lots by Seller did not involve the
offer of, or sale of, a security and did not have to be registered under the
Securities Act of 1933 or under any state Blue Sky laws, rules or regulations or
other similar laws of any state where sales were made.
4
<PAGE>
(5) No life insurance, or other property or service was offered for sale or
sold to any Account Debtor or prospective Purchaser in connection with the sale
of any Lot.
(6) None of the Contracts, Notes and Mortgages sold and assigned hereby
have been modified since the execution thereof by an Account Debtor unless
approved by Seller and included as part of the Contract, Note and/or Mortgage.
(7) All Lots were sold only by Seller or through its authorized brokers,
real estate agents or duly authorized officers or employees who were, at all
times relevant to offers of sale or sales of any Lots, licensed real estate
brokers or agents, where required. All commissions, if any, in connection with
such sales have been paid in full.
(c) Status of Subdivisions
----------------------
(1) Each Account Debtor and other Lot owner within the Subdivision has the
right to use and enjoy the common areas, recreational facilities and other
amenities of the Subdivision referred to in the Offering Statement.
(2) All Lots and other parts in each of the Subdivisions are in compliance
with all applicable federal, state and local zoning, environmental, planning and
land use laws, ordinances, regulations and private property restrictions and
each and every Account Debtor has access to the Subdivision within which his Lot
is located by public highways or roads and has property and enforceable ingress
and egress to each Lot by public rights-of-ways dedicated of record for the use
and enjoyment of each Lot Owner Lot in the Subdivision or the public at large,
with the exception of the lots in St. Augustine Shores listed on Exhibit D,
annexed hereto.
(3) Seller does not know or have reason to know of any activity at any Lot
or affecting any Lot which has been conducted or is being conducted, except in
material compliance of all statutes, ordinances, regulations, orders and
requirements of common laws. No portion of the Lots constitute a wetland or
other "water of the United States" for purposes of Section 404 of the Federal
Clean Water Act or similar area regulated under any applicable state law which
would preclude an individual Account Debtor from using such Lot as a homesite.
To the best of Seller's knowledge, no tanks, presently or formerly used for the
storage of any liquid or gas, above or below ground, are present on any Lot.
5. ADDITIONAL WARRANTIES AND REPRESENTATIONS.
------------------------------------------
Seller warrants and represents, as of the date hereof and as of the date of
Closing, that:
(1) Seller is a corporation duly organized, validly existing and in good
5
<PAGE>
standing under the laws of Delaware and Florida, respectively, and Seller is in
good standing in all states wherein its activities require it to register to do
business, including, without limitation, Florida.
(2) Seller warrants that the execution and consummation of this Agreement
will not render Seller insolvent and there are no proceedings for
reorganization, arrangement, liquidation or dissolution pending or threatened
under a federal or state law against Seller;
(3) Seller has the full, proper and lawful power and authority to enter
into this Agreement and to carry out the terms and conditions of this Agreement
and other agreements and documents referred to herein, and all corporate and
other action necessary to enter into the Agreement and to carry out such terms
and conditions has been duly taken or will be duly taken on or before Closing;
(4) All books, records, documents, agreements, information, exhibits,
schedules and other General Intangibles furnished by Seller and which Seller
permitted Buyer to examine and all exhibits attached hereto are true, correct
and accurate.
(5) Neither the execution, delivery nor the performance of this Agreement
will constitute a default under or conflict with any Agreement, indenture or
other document or instrument, including, without limitation, the By-Laws or
Articles of Incorporation of Seller or any Purchased Instrument delivered
pursuant to hereto, by which Seller or any of their assets are bound.
Furthermore, no default under any such agreement, indenture or other document or
instrument to which Seller is a party or its property is bound, has occurred and
is continuing or would occur but for lapse of time, lack of notice, or both,
which as or would have a material adverse effect on the respective financial
condition of Seller or the ability of Seller to perform the terms and conditions
of this Agreement.
6. POST EXECUTION.
---------------
(a) Following the date hereof:
(1) Seller shall permit Buyer to inspect the Subdivision and to examine the
Purchased Property and to make copies of all files, records and other General
Intangibles. Seller shall furnish to Buyer such other agreements, documents and
information concerning Seller, the Purchased Property, the Lots, or other parts
of the Subdivisions as Buyer shall reasonably request in order for Buyer to
conduct an audit to satisfy itself of the quality of the Purchased Property and
the condition of the Subdivisions ("Buyer's Audit").
(2) Immediately after being available, and no later than seven (7) business
days prior to Closing, Seller shall promptly deliver to Buyer updated aged trial
balances for the
6
<PAGE>
Purchased Property as of the Calculation Date and in form and substance
reasonably satisfactory to Buyer.
(3) Seller shall continue to collect all payments due on Purchased
Instruments in the ordinary course of business but shall not conduct any "cash
drive" or induce or solicit the prepayment, discount, compromise, extension,
settlement or modification of any of the Purchased Instruments, or in any way
impair the validity, value or collectability of any of the Purchased
Instruments.
(4) Seller has applied to the Division and any other appropriate foreign,
federal, state and local agencies, if necessary, for approval of the transaction
contemplated by the Agreement and shall diligently use all reasonable efforts to
obtain such approval. To that end Buyer shall cooperate with Seller in obtaining
such approval by providing reasonable assistance in the form of supplying
financial and/or corporate information and all documents reasonably requested by
the Division or such other agencies.
7. BREACH OF AGREEMENT PRIOR TO CLOSING.
-------------------------------------
If any of the warranties and representations of Seller, which are warranted
as of the date of Closing are incorrect, untrue or misleading as of the date
warranted or represented, or if Seller is in breach of any other terms or
conditions of this Agreement, including, without limitation, Seller's failure to
perform any of its obligations under this Agreement which are to be performed at
or prior to Closing, then Buyer may complete the Closing, preserving all rights
and remedies against Seller for such incorrect, untrue or misleading
representation or warranty or any breach of any other term or condition thereto.
8. CLOSING.
--------
A. Date and Place. The closing and settlement of the purchase ("Closing")
--------------
on the Purchased Property pursuant hereto shall take place at the offices of
Five Points Title Services, Inc., 999 Brickell Avenue, Suite 700, Miami, Florida
33131, after the approval of this transaction by the Division, (the "Final
Closing Date"), or such prior time and place as the parties hereto shall agree
in writing or as stated in the Buyer's Notice of Closing; provided, that all
other terms and conditions hereunder required to be performed and satisfied by
Seller and Buyer prior to Closing have been performed or have been satisfied.
B. Failure to Close. If Buyer shall fail to close on the Date of Closing or
----------------
thereafter by the Final Closing Date, then and in such event this Agreement
shall become null and void.
7
<PAGE>
9. DOCUMENTS TO BE DELIVERED AT CLOSING.
-------------------------------------
(a) Seller shall deliver or cause to be delivered at or prior to Closing,
in form and substance satisfactory to Buyer and Seller, duly executed where
appropriate:
(1) Bill of Sale for the Purchased Property;
(2) Certificate of Ownership in favor of Buyer;
(3) Copies of all original Purchased Instruments if Buyer requests;
(4) All General Intangibles shall be available at closing or at Buyer's
sole option within five (5) days of Closing, if Buyer requests;
(5) Appropriate UCC-3 termination statements, estoppel letters or other
documents terminating or agreeing to terminate any liens, encumbrances, security
interests and claims, if any, against any of the Purchased Property heretofore
held by Seller's lenders;
(6) An accounting for all payments made on account of the Purchased
Property after all Calculation Date to and including Closing and a certification
by Seller that such sums constitute all payments by Accounts Debtors during such
period;
(7) Certified copies of the appropriate corporate action of Seller
authorizing the sale of the Purchased Property to Buyer pursuant to this
Agreement and the execution, delivery and performance of this Agreement;
(8) UCC-1 Financing Statement executed by Seller in favor of Buyer to be
filed among the records of the Secretary of State of the State of Florida,
confirming the Buyer's interest and security in the Purchased Property;
(9) Warranty Deed conveying title to the Lots in favor of the Trustee under
the Land Trust for the purposes stated herein;
(10) Service Agreement to be executed by Seller in favor of Buyer assuming
the obligations of Servicing Agent as provided herein;
(11) Assignment of Purchased Mortgages to be executed by Seller in favor of
Buyer;
(12) Assignment of Purchased Contracts to be executed by Seller in favor
8
<PAGE>
of Buyer;
(13) Land Trust Agreement executed by Seller and a Trustee acceptable to
Buyer, covering the Lots to be conveyed;
(14) Good Standing Certificates for Seller from Florida and from Delaware
as of a recent date;
(15) Letter from Division approving this sale;
(16) Evidence of marketable title to the Lots acceptable to Buyer;
10. COVENANTS.
----------
(a) All payments on the Purchased Instruments made after the Closing Date
shall belong to Buyer. All payments received by Seller after Closing shall be
received by Service Agent under the Service Agreement and shall be forwarded to
Buyer within the time periods and conditions stated in the Service Agreement.
(b) Until all Purchased Instruments are paid in full, Seller shall supply
Buyer with monthly, quarterly, and annual (within ninety (90) days of the close
of each fiscal year) financial reports reflecting all funds received and
disbursed by the Service Agent during the respective preceding accounting
period, reflecting any contracts which have become canceled for non-payment and
also reflecting any Lots which at closing were conveyed to the Trustee under the
Land Trust, but which pursuant to such cancellation will no longer be subject to
conveyance to the lot purchaser and which shall then be conveyed from the Trust
directly to Seller for resale purposes. In addition to the foregoing, such
periodic accounting will also reflect any contracts which have been paid in full
by the respective Account Debtors, the funds received to the time of final
payment on such contracts and the fact that the underlying Lot has been or is in
the process of being conveyed to the Account Debtors in accordance with the
terms of the Purchased Instrument, at which time Buyer and Seller shall direct
the Trustee under the Land Trust to execute with Seller a Warranty Deed
conveying title to Trust to execute with Seller a Warranty Deed conveying Title
to the underlying lot to the Account Debtor.
11. CLOSING COSTS.
--------------
Seller shall pay all costs of recording, State of Florida documentary stamp
taxes, State of Florida filing fees, recording cost of any releases and
recording cost of UCC-3 release (from Seller's lenders), and/or other fees or
cost required to accomplish the purposes of the sales transaction contemplated
hereby. In addition to the foregoing and thereafter as provided in the Service
9
<PAGE>
Agreement, at the end of the payment terms of each purchased instrument Seller
shall pay the cost of title insurance to be issued in favor of the respective
Account Debtors.
12. INTENT OF THE PARTIES.
----------------------
The sale contemplated under this Agreement is "final" with the result that
Seller does not guarantee any ultimate percentage of return of Buyer's
investment. Prior to the Closing, the Buyer shall be deemed to have completed
Buyer's due diligence necessary and sufficient for Buyer, in Buyer's best
judgment, to purchase under the terms stated herein. As provided therein, during
the term of the Service Agreement, the Seller shall collect all monies payable
under the Purchased Instruments and remit same to Buyer as received, subject to
Section 10, hereof. As security to the Buyer, the title to the Lots underlying
the Purchased Instruments shall at closing have been conveyed in Trust to the
Trustee designated in the Land Trust. In addition to the foregoing, a Bill of
Sale will be delivered to Buyer at Closing together with a UCC-1 Financing
Statement securing Buyer which shall be filed in the Office of the Secretary of
the State of Florida to assure that the Seller, acting as Buyer's continuing
Servicing Agent, shall continue to collect the payments from the Accounts
Debtors under their respective Contracts for remittance to Buyer, and that
Seller shall continue to act in behalf of Buyer in all fiduciary respects
pertaining to the servicing of the Contracts. The foregoing procedures, rights
and recitations of responsibility are more particularly set forth in and
described in the Service Agreement.
13. REPLACEMENT OBLIGATION.
-----------------------
a. If a Purchaser does not pay a sum owed pursuant to a Purchased
Instrument and such non-payment continues longer than the grace period provided
in the Purchase Instrument, Seller, within thirty (30) days of such date, shall
replace the Purchased Instrument with a Replacement Receivable. This Replacement
Obligation shall not extend to contracts for the purchase of the lots in St.
Augustine Shores Subdivision listed on Exhibit D, annexed hereto.
b. When and if Seller replaces a Purchased Instrument pursuant hereto,
Buyer shall deliver to Seller each such Purchased Instrument by an assignment of
the Purchased Instrument and General Intangibles and conveying the Lot or
Mortgage related thereto to the Seller by a Special Warranty Deed or assignment,
as the case may be, without warranty, representation or recourse except that
Buyer has not sold, assigned or otherwise encumbered the Purchased Instrument
and Lot and Seller shall concurrently deliver to Buyer a the Replacement
Receivable together with all documents as required for the original purchase.
14. BREACH.
-------
Seller and Buyer each represent and warrant to the other that there are no
real estate
10
<PAGE>
brokers, finders, agents, salespersons employees or any other individual and/or
entity involved in this transaction between Buyer and Seller who is or shall be
entitled to a commission, finder's fee for renumeration of any kind and each
party hereto agrees to indemnify, defend and hold the other party hereto free
and harmless from and against all losses, damages, costs and expenses that it
may suffer as a result of claims made or suits brought by any other broker,
finder, or other person who shall claim to have introduced such party to this
transaction or who shall claim that he or it negotiated or had discussions with
such party with its authority with respect to this transaction.
15. BUYER'S INTEREST.
-----------------
With respect to the Purchased Property purchased by Buyer pursuant hereto,
Buyer is purchasing all right, title and interest in the Purchased Property and
does not by any such purchase assume any obligations or liabilities arising from
or relating to any Purchased Instrument delivered pursuant hereto except for
delivery of title to a Lot to a Lot Purchaser pursuant to terms of the Purchased
Instruments or under the Service Agreement.
16. NOTICES.
--------
Notices and all other communications in connection with this Agreement
shall be in writing and shall be deemed to have been properly given only if sent
by certified mail, return receipt requested, postage prepaid, to Seller or Buyer
at the following addresses:
SELLER: The Deltona Corporation
999 Brickell Avenue
Suite 700
Miami, Florida 33131
Attention: Earle D. Cortright, Jr.
Chief Operating Officer
BUYER: Scafholding B.V.
Ottergeerde 14
4941 VM Raamsdonksveer
The Netherlands
17. GENERAL.
--------
(a) This Agreement shall inure to the benefit of and be binding upon the
parties, their respective successors and assigns, and contains the entire
agreement between the parties and may not be amended, modified or waived without
the express written consent of all parties hereto,
11
<PAGE>
and shall be governed by the laws of the State of Florida. All representations
and warranties in this Agreement and all documents delivered pursuant hereto and
all agreements and other matters not performed prior to the Closing are
continuing and shall survive the Closing and the delivery of the Bill of Sale,
deeds and other documents pursuant to the Closing.
(b) Buyer does hereby for itself, its successors and assigns, agree to hold
harmless Deltona, its franchised dealers, successors, subsidiary corporations,
assigns, agents, employees and officers and directors from any and all manner of
claims, demands, damages, causes of action or suits that an entity, corporation
or purchaser might now have or that might subsequently accrue to it by any
reason of any matter or thing whatsoever particularly growing out of or in any
way connected directly or indirectly with the Purchased Instruments for actions
or inactions on the part of the Buyer subsequent to the date of this Agreement,
except as provided for in this Agreement.
WITNESS the due execution, seal and delivery hereof.
THE DELTONA CORPORATION
By: /s/ Earle D. Cortright, Jr.
---------------------------------
Earle D. Cortright, Jr., President
SCAFHOLDING B.V.
By:/s/ Antony Gram
---------------------------------
Antony Gram
12
<PAGE>
EXHIBIT LIST
------------
EXHIBIT A Listing of Agreements of Purchase and Sale
EXHIBIT A-1 Listing of Mortgages and Notes
EXHIBIT B Trust Agreement with Five Points Title Services Company
EXHIBIT C Trust and Service Agreement
EXHIBIT D St. Augustine Shores Contract and Mortgages Listing
13
<PAGE>
EXHIBIT B
TRUST AGREEMENT WITH FIVE POINTS TITLE SERVICES COMPANY
This Instrument Prepared by:
James Paul, Esquire
Haley, Sinagra & Perez, PA
100 S. Biscayne Boulevard, Suite 800
Miami, FL 33131
TRUST AGREEMENT
- --------------------------------------------------------------------------------
THIS TRUST AGREEMENT, made and entered into as of this 13th day of
November, 1997 by and between FIVE POINTS TITLE SERVICES CO., INC., a Florida
corporation, as Trustee (hereinafter referred to as the Trustee) and THE DELTONA
CORPORATION, a Delaware corporation (Grantor and "Deltona") and SCAFHOLDING
B.V., a Netherlands corporation ("Beneficiary").
W I T N E S S E T H:
WHEREAS, the Trustee has taken or may hereinafter take legal title to (i)
certain parcels of real property (the "Lots") located in various Counties of the
State of Florida (collectively, the "Counties"), as certain of such Lots and
(ii) certain purchase money mortgages on other Lots ("Mortgages"), all of such
Lots and Mortgages are more particularly described in Exhibit "A" attached
hereto;
WHEREAS, the Trust is to solely hold title to the Lots and Mortgages for
the uses and purposes as hereinafter stated in this Trust;
WHEREAS, the Beneficiary joins in this Agreement and agrees to be bound by
its terms subsequent to its providing a notice to the Trustee of a
non-compliance as set forth herein;
NOW THEREFORE, in consideration of the mutual promises herein contained the
parties hereto agree as follows:
1. PROPERTY. Title to the Lots and Mortgages (collectively "Property")
shall be conveyed to the Trustee in accordance with, and the rights of the
parties shall be governed to the extent applicable by, the provisions of Section
689.071, Florida Statutes except that the Trustee shall have no liability
pursuant to any provision of Section 689.071 and 737.306. The Trustee agrees to
accept multiple deeds and assignments of mortgages covering the Property located
in the various Counties to be recorded in the name of the Trustee in the Public
Records of the Counties, and to hold title to the Property for the uses and
purposes herein stated. Deltona shall record the deeds to the Lots, Mortgages
and assignments thereto and pay all monies required to record said deeds,
assignments, Mortgages and any other instruments to include, but not limited to,
all appropriate
1
<PAGE>
documentary stamp taxes, if applicable. Deltona may dedicate or cause any
other property to be conveyed to the Trustee. For conveyances to individual
purchasers, Beneficiary agrees to bear the costs for preparation of each deed,
the costs of recoding, the affixation of the documentary stamp taxes prior to
recording; Deltona agrees to bear the costs for the premium due for each owners
title insurance policy. It is contemplated that, from time to time, there shall
be additions to, deletions from and exchanges between the Listing of the
Properties (Deeds and Mortgages) contained in the Trust. The Trustee agrees to
accept such additions, deletions or exchanges, provided it receives duly
executed, written notices and/or copies of deeds of conveyance or assignments of
mortgages, as the case may be, if applicable, with respect thereto. Should other
property subsequently be conveyed to and held by the Trustee pursuant to this
Trust Agreement, the term "Property" as used herein shall mean and refer to all
property, the title to which is held by the Trustee under this Trust Agreement.
This Trust Agreement may be identified as Trust Agreement No.___.
2. OBJECTS AND PURPOSES. The objects and purposes of this Trust Agreement
are for the Trustee to solely and only hold title to the Property until its
sale, deeding or satisfaction and to hold such title to such Property as
Collateral for the Beneficiary until the expiration of this Trust Agreement as
provided in Section 23. The Trustee shall not manage or operate the Property nor
undertake any other activity not strictly necessary to the attainment of the
foregoing purposes; nor shall the Trustee transact a business of any kind with
respect to the Property within the meaning of Chapter 609, Florida Statutes, or
any other law; nor shall this Trust Agreement be deemed to be, or create or
evidence the existence of a corporation, de facto or de jure, or a Massachusetts
Trust, or any other type of business trust, or an association in the nature of a
corporation, or a co- partnership or joint venture by or between the Trustee and
Deltona or the Beneficiary, or by or between any future beneficiary.
3. COMPENSATION TO TRUSTEE. The Trustee shall receive compensation for its
services in accepting this Trust Agreement and taking and holding title to the
Property hereunder. Such compensation shall be calculated in accordance with a
separate schedule between the Trustee and Beneficiary which is incorporated
herein and attached as Exhibit "B". In the event that the Beneficiary provides
written notice to the Trustee that an Event of Non-Compliance has occurred and
exists in accordance with a separate agreement between Deltona and the
Beneficiary and the Trustee shall not be obligated to comply with any direction
from Deltona until the Trustee is satisfied that compensation shall be
forthcoming from Deltona or the Beneficiary.
4. INQUIRIES. Written inquiries, legal and other notices, tax statements
and all other documents and writings received by the Trustee and relating to
this Trust Agreement or the Property shall be sent and forwarded within a
reasonable time after receipt by the Trustee to Deltona and to Beneficiary at
the address set forth on the signature page hereto or as changed from time to
time in writing.
2
<PAGE>
5. RIGHTS AND POWERS OF DELTONA. The interest of Deltona under this Trust
Agreement, as permitted by Beneficiary, shall consist only of the following
powers until revoked by Beneficiary pursuant to Section 19:
a. the power to direct the Trustee to deal with title to the Property
including, without limitation, the right to instruct the Trustee to
execute instruments and require the Trustee to assign any and all
claims under any title Insurance policy covering the Lots or Mortgages
for which the Trustee is the named insured thereunder to Deltona in
order that Deltona may pursue such claim, provided, however, that the
Trustee shall have no liability whatsoever nor shall the Trustee be
required to furnish any warranties that would result in any liability
in regard to the execution of any such instruments, all set forth in
Sections 15, 16, 17 and 18 of this Trust Agreement; Deltona and
Beneficiary (Beneficiary only after Beneficiary has provided written
notice of non- compliance to the Trustee in the event of Deltona's
non-compliance as provided for in Section 19 of this Agreement and has
assumed certain powers of direction hereinafter referred to as
"Beneficiary's Notice and Exercise of Power"), shall indemnify and
hold the Trustee harmless from any and all such liability and shall be
similarly liable to Trustee the same as Deltona under all provisions
and paragraphs of this Agreement.
b. the power to manage, possess, use and control the Property;
c. the power and right to foreclose any Mortgage after such Mortgage
has been reassigned to Deltona by Trustee or to take title to the Lot
from any foreclosure sale with respect thereto. All such related
expenses and attorney fees to be advanced and paid in full by Deltona;
upon any such Assignment of Mortgage to Deltona for the purpose of
foreclosure.
Such rights and powers, as well as the interest of Deltona under this Trust
Agreement, shall be personal property. Upon Beneficiary providing to Trustee the
Notice and Exercise of Powers referenced in paragraph 19 all such powers shall
vest in Beneficiary.
6. ASSIGNMENT OF BENEFICIARY'S INTEREST. Beneficiary may not assign
absolutely any or all of its interest under this Trust Agreement unless and
until both or the following two (2) conditions have been met (except that such
condition may, but need not apply to any assignment of such interest for
security purposes or any foreclosure action or other similar proceedings
thereon);
a. A written notice (the "Notice") from Beneficiary, in a form acceptable
to the Trustee, indicating that Beneficiary has assigned its rights and powers
under Section 5 above
3
<PAGE>
to another party (the "Assignee") is delivered to the Trustee and Deltona,
and the Trustee has acknowledged receipt of and accepted such Notice; and
b. Assignee agrees in writing in such Notice to be, bound by all of the
duties and obligations of Beneficiary under this Trust Agreement, including but
not limited to the duty and obligation to compensate the Trustee in accordance
with Section 3 and to pay to the Trustee all advances and expenses set forth in
Section 9.
Upon the acceptance by the Trustee of any such Notice of assignment as set
forth in subparagraphs (a)and(b) hereof, the Beneficiary so assigning its
interest under this Trust Agreement shall have no further liability or
obligation under this Trust Agreement as to the interest assigned for any
acts of the Trustee taken or performed after the acceptance by the Trustee
of said assignment, except as may be set forth in such Notice. Beneficiary
shall continue to be liable for matters occurring prior to the acceptance
by the Trustee of such Notice. Every Notice of any assignment of interest,
the original or duplicate of which shall not have been delivered to and
accepted by the Trustee in writing, shall be wholly ineffective as to the
Trustee and all subsequent assignees or purchasers without notice.
7. ASSIGNMENT OF DELTONA'S INTEREST. Deltona may not assign its interest in
this Trust without the prior written consent of Beneficiary.
8. OBLIGATION OF TRUSTEE WITH RESPECT TO PROPERTY. The Trustee shall have
no obligation to file any income, profit, intangible or other tax reports or
returns or to pay such or any other taxes relating to the Property. Beneficiary
shall be solely and exclusively responsible for the filing of any necessary tax
returns and reports as well as any tax liability. Beneficiary shall indemnify
the Trustee for any tax liability. In the event the Trustee does file a tax
return, Beneficiary shall indemnify the Trustee for any liability or claim
arising from filing such tax return. Beneficiary shall pay all real estate and
all other taxes or charges payable with respect to the Property and to the
earnings, avails and proceeds of the Property of this Trust Agreement. The
Trustee shall maintain separate books, records and accounts with respect to the
Property. If Beneficiary fails to timely pay any real estate taxes it is
required to pay, the Trustee may elect to resign pursuant to paragraph 13 and
shall have no liability regarding such taxes. Beneficiary shall provide proof of
payment of real estate taxes on or before February 28th, of each year to the
Trustee.
9. TRUSTEE'S RESPONSIBILITY TO MAKE ADVANCES OR INCUR OR PAY EXPENSES. The
Trustee shall have no duty, to make any advances or incur or pay any expenses on
account of this Trust Agreement or the Property. If, for any reason, the Trustee
makes any such advances or incurs or pays any such expenses on account of this
Trust Agreement or the Property, or shall incur any expenses by reason of being
a party to any litigation in connection with this Trust Agreement or the
Property, or if the Trustee shall be compelled to pay money on account of this
4
<PAGE>
Trust Agreement or the Property, whether for breach of contract, injury
under any law, or otherwise (provided, however, the Trustee shall not be
individually liable in any manner under this Trust Agreement as set forth in
Section 16 hereof), Beneficiary as on demand by the Trustee, shall pay to the
Trustee, with interest at the rate of the weekly average yield on United States
Treasury securities adjusted to a constant maturity on one year, as made
available by he Federal Reserve Board, the amount of all such expenses,
including attorneys' fees, incurred by the Trustee in said matters. The Trustee
shall have the right, but not the duty, to employ and consult with any attorneys
regarding this Trust Agreement and the Property, and any and all reasonable
costs and expenses incurred by the Trustee by virtue of said employment and
consultation shall be deemed to be an advance or expense made or incurred by the
Trustee under this Section 9 to be paid by Deltona or Beneficiary on demand. Any
other monies expended by the Trustee under any other provisions of this Trust
Agreement shall also be deemed to be an advance made by the Trustee under this
Section 9. Beneficiary further agrees to indemnify and hold the Trustee harmless
of any from any and all expenses, including, but not limited to, all reasonable
costs and attorneys' fees, advances, payments or liabilities incurred by it for
any reason whatsoever as a result of this Trust Agreement, except those
resulting from the Trustee's gross negligence or willful misconduct. The Trustee
shall not be obligated to convey, transfer or otherwise deal with the Property
or any part of it or to follow any instructions of Deltona or Beneficiary unless
and until all of the payments, advances and expenses made or incurred or paid by
the Trustee on account of this Trust Account or the Property shall have been
paid, with interest at the rate set forth herein. Further, after making written
demand on Beneficiary to pay to the Trustee all payments, advances and expenses
made or incurred by the Trustee on account of this Trust Agreement or the
Property, the Trustee shall be entitled to and shall have a lien on the Property
to the extent allowable by law to secure all such payments, advances and
expenses, together with interest thereon at the rate set forth herein and all
costs and expenses, including reasonable attorneys' fees, which the Trustee may
incur or become liable for such costs and expenses in collecting said amount
from Beneficiary.
10. TRUSTEE'S RESPONSIBILITY WITH RESPECT TO LEGAL PROCEEDINGS. The Trustee
shall be under no duty to take any action, to pay any money or to incur any
expenses in regard to any legal proceeding involving this Trust Agreement or the
Property unless it shall elect, in its sole discretion, to do so and be
furnished with sufficient funds or be indemnified to its satisfaction by
Beneficiary. If the Trustee is served with process or notice or legal
proceedings or of any other matters concerning this Trust Agreement or the
Property, the sole duly of the Trustee shall be to forward the process or notice
to Deltona and the Beneficiary as provided herein. In such case, Deltona or
Beneficiary may defend said action in the name of the Trustee with counsel
reasonably acceptable to the Trustee; provided, however, that the Trustee may at
any time resign as such under this Trust Agreement or personally appear in said
proceedings and any legal fees incurred by Trustee shall be paid by Beneficiary.
5
<PAGE>
11. PROTECTION OF THIRD PARTY DEALING WITH TRUSTEE. It shall not be the
duty of any purchase of all or any part of the Property to see to the
application of the purchase money, nor shall anyone who may deal with the
Trustee in regard to the Property, be required or privilege to inquire into the
necessity or expediency of any act of the Trustee, or into the provisions of
this Agreement.
12. NO RECORDATION. This Agreement shall not be recorded in any of the
Counties or elsewhere, by any recording shall not be notice of the rights of any
person, derogatory to the title or powers of the Trustee.
13. RESIGNATION BY TRUSTEE. The Trustee may at any time resign as Trustee
and shall, except as provided below, have no further duties under this Trust
Agreement by giving written notice of such intention to resign to Deltona and
the Beneficiary. Such resignation shall become effective after the Trustee shall
have executed any and all documents furnished to the Trustee by Deltona and the
Beneficiary, as the case may be, and such documents shall be satisfactory to the
Trustee for execution, which documents shall be for the purpose of conveying to
any successor Trustee all existing rights of the Trustee under this Trust
Agreement and title to the Property; provided, however, that in all events said
resignation shall become effective no later than sixty (60) days after notice of
resignation has been delivered to Deltona and the Beneficiary. If the Trustee is
advised in writing by Deltona or the Beneficiary as to who the successor trustee
is to be, the Trustee shall have the right, but not the duty, to prepare,
execute, deliver and/or record any and all documents which are necessary in the
sole discretion of the Trustee to convey or transfer title to the Property to
such successor trustee. If notice of the successor trustee is not given to the
Trustee in writing within sixty (60) days after notice of resignation has been
delivered to Deltona and the Beneficiary or if Deltona or the Beneficiary fails
to furnish documents satisfactory to the Trustee for execution within sixty (60)
days after notice of resignation has been delivered to Deltona and the
Beneficiary, the Trustee shall convey title to the Property to Beneficiary or as
designated by Beneficiary, the deed of conveyance shall be recorded by
Beneficiary. Notwithstanding the resignation by the Trustee as provided herein,
Deltona shall upon such resignation immediately pay to the Trustee all payments,
advances or expenses made or incurred by the Trustee in regard to this Trust
Agreement or the Property and the Trustee shall continue to have a lien on the
Property to secure the payment of such sums as set forth in Section 9, which
lien the Trustee may evidence by causing to be recorded in the Public Records of
the Counties, as notice of lien specifying the amount of monies owed it by
Beneficiary. The Trustee may thereafter, to the extent allowable by law, enforce
its lien against the Property by appropriate judicial proceeding and, in said
proceeding, the Trustee shall be entitled to recover from Beneficiary, and the
same shall be a lien on the Property, all its costs and expenses, including
reasonable attorneys' fees, in said proceeding.
6
<PAGE>
14. SUCCESSOR TRUSTEE. Every successor Trustee shall become fully vested
with all the title, estate, rights, powers, trusts, and shall be the duties and
obligations of its predecessor under this Agreement. The term Trustee shall
thereafter mean and refer to said successor trustee.
15. TRUSTEE ACTS ONLY ON WRITTEN AUTHORIZATION. The Trustee will deal with
the Property which may become subject to this Trust Agreement only when
authorized and directed to do so in writing by only Deltona (or the Beneficiary,
if the Beneficiary has exercised its right to exercise the power of direction
with respect to the Property). The Trustee shall execute deeds, satisfactions,
mortgages or released all in regard to the Property or otherwise deal with the
title to the Property subject to this Trust Agreement; provided, however, that
in regard to all documents to be executed by the Trustee, said documents shall
be prepared by Deltona (or the Beneficiary, if the Beneficiary has the right to
exercise the Power of Direction with respect to the Property) and furnished to
the Trustee with written direction by Deltona (or the Beneficiary, if the
Beneficiary has the right to exercise the Power of Direction with respect to the
Property) to execute and redeliver to Deltona or to any third person or persons.
The Trustee shall not under any circumstances be obligated to execute any
instruments which may, in the opinion of the Trustee, result in any liability to
the Trustee and rather than executing any instruments under this Section 15, the
Trustee may resign as Trustee under this Trust Agreement as provided in Section
13 and, in the event the Trustee so resigns, the Trustee shall be under no duty
to execute any instruments other than instruments provided in Section 13
regarding conveyance of title to the Property. The Trustee shall have no duty,
liability or obligation whatsoever, and the Trustee shall not be required to
inquire into the propriety of any written direction by Deltona or Beneficiary or
the authority of the person signing said direction. To the extent the Trustee
follows any written direction received from Deltona (or the Beneficiary, if the
Beneficiary has the right to exercise the power of direction with respect to the
Property), the Trustee shall have no duty, liability obligation whatsoever, and
the Beneficiary shall indemnify and hold the Trustee harmless from and against
all claims, demands, costs and expenses, including reasonable attorneys' fees,
losses, liabilities and obligations which the Trustee may pay, incur or sustain
by virtue of the Trustee following said written instructions.
16. TRUSTEE NOT INDIVIDUALLY LIABLE. The Trustee shall have no individual
liability or obligation whatsoever arising from its ownership of or holding
legal title to the Property, or with respect to any act done or contract entered
into or indebtedness incurred by it is dealing with the Property or in otherwise
acting under this Trust Agreement upon the direction of Deltona (or the
Beneficiary, if the Beneficiary has the right to exercise the power of direction
with respect to the Property) except to the extent of the Property and any trust
funds in the actual possession of the Trustee shall be applicable to the payment
and discharge of such limitation, the Trustee shall be under no duty whatsoever
to execute or enter into any instrument or agreement which does not contain
language acceptable to the Trustee providing that the Trustee shall have no
liability whatsoever and that the liability of the Trustee shall be limited
solely to any property that the Trustee holds under this Trust Agreement. The
Trustee shall be a named co-insured on such general liability policies of
7
<PAGE>
Deltona if applicable to the Trust Property. Deltona to provide Trustee
such policy of insurance and co-insurance binder at the time of conveyance of
such property to the Trustee. Deltona agrees at all time to carry public
liability insurance and other liability insurance as the Trustee shall deem
necessary, insuring the Trustee in amounts and form acceptable to the Trustee.
In the event of the failure to furnish liability insurance, the Trustee, in its
discretion, may procure the insurance, and Deltona does jointly and severally
agree that they will forthwith on demand pay the Trustee the amount of the
premium on the insurance plus interest as allowed by this Trust Agreement.
17. CONTROL OF PROPERTY BY DELTONA. Deltona shall have the sole possession,
management and control of the deeding, selling, renting, repairing, maintaining
and handling of the Property and the collection of payments from installment
purchasers and mortgagors and the enforcement of agreement for deed, including
the right to foreclosure any defaulted Mortgage; and the Trustee shall have no
right or duty in respect to such matters. Deltona shall have the right to
collect payments and to service installment and mortgage receivables, in its own
name or through its agents with respect to the Property. Neither Deltona nor the
Beneficiary is the agent of the Trustee for any purpose whatsoever and neither
has any authority whatsoever to contract or to execute leases or do any other
act in the name of the Trustee or to obligate the Trustee personally or as
Trustee. Notwithstanding the provision in this paragraph, the power of directing
the deeding of Property to Lot Purchaser or satisfying or releasing of liens on
Property and all other powers of Deltona hereunder may be exercised by the
Beneficiary upon written notice to the Trustee that an Event of Non-Compliance
has occurred and exists. Until the Trustee is provided a Notice of Non-
Compliance, Deltona shall be entitled to record all deeds to Lots and record all
mortgages and satisfactions thereof. Beneficiary shall pay all recording fees,
taxes and stamps in connection therewith. Deltona shall pay the cost for the
premium due for each owners title insurance policy. The Trustee is specifically
authorized and required to rely on the written notice from the Beneficiary that
an Event of Non-Compliance has occurred. Such written notice of the Beneficiary
shall also be delivered to Deltona. The Trustee shall have a duty to act upon
such written notice after ten (10) days of receipt of such written notice.
18. TRUSTEE NOT REQUIRED TO GIVE WARRANTY. The Trustee shall not be
required to execute any instrument containing any covenants of warranty that
would result in liability to the Trustee in regard to the execution of any such
instrument.
19. EVENT OF NON-COMPLIANCE. For purposes of this Agreement, an "event of
non-compliance" is hereby defined as:
(i) failure of Deltona to perform any of the terms and
conditions of this Agreement and of the Servicing Agreement; or
(ii) the filing of any bankruptcy by or against Deltona;
(iii) an in either case failure of Deltona to cure (i) and (ii)
above within (30) days
8
<PAGE>
after notice thereof from Beneficiary.
The furnishing of notice of non-compliance by Beneficiary to Trustee shall
revoke all powers of Deltona under this Agreement.
20. LAW GOVERNING. This Trust Agreement shall be construed in accordance
with, and governed by the laws of, the State of Florida. In the event action or
suit is commenced as a result of any matter affecting this Trust Agreement, the
parties hereto designate Dade County, Florida, as the proper jurisdiction and
the venue of such action or suit.
21. NOTICES. All notices or other writings required or permitted to be
given by either party to this Trust Agreement shall be in writing, sent to the
address set forth on the signature page hereof, and shall be deemed to be given
in the case of hand delivery, when received, and in the case of mailing by
certified or registered mail, return receipt requested, five (5) days after said
notice has been deposited in the United States Mail, postage prepaid, and in all
cases upon receipt by the appropriate party. Any party may change its address to
which said notices are to be sent by giving notice of same to the other party in
accordance with the provisions hereof at least ten (10) days prior to any such
notice.
22. NO THIRD-PARTY BENEFICIARY. This Trust Agreement is solely for the
benefit of the parties hereto and no person or persons not a party to this Trust
Agreement shall have any rights or privileges under this Trust Agreement either
as a third-party beneficiary or otherwise, except to the extent that the
Beneficiary may have the right to exercise the power of direction with respect
to the Property.
23. TERM. The term of this Trust Agreement shall be for a period of fifteen
(15) years from the date of this Trust Agreement unless sooner terminated as
otherwise provided in this Trust Agreement. Upon receipt of written notice of
termination of this Trust by Beneficiary, this Trust shall be terminated. Upon
the expiration of this Trust Agreement or termination, the Trustee shall convey
all of the Property at any kind as directed in a writing executed by the
Beneficiary.
24. REVOCATION AND AMENDMENT. Beneficiary may at any time by written
instrument delivered to the Trustee revoke, or with the consent of the Trustee,
amend this Trust Agreement. In the case of revocation, which shall take place
after providing at least sixty (60) days prior written notice to Trustee with a
copy of such notice to the Beneficiary, the Trustee shall convey title to the
Property in accordance with the procedures set forth in Section 13 of this Trust
Agreement and, in the case of amendment, Beneficiary shall furnish to the
Trustee the written form of said amendment as executed by Beneficiary. Upon the
execution of said amendment by the Trustee, said amendment shall be considered
to be an amendment to this Trust Agreement.
9
<PAGE>
25. CHANGING TRUSTEE. The Beneficiary shall have the right to appoint a
successor Trustee at any time by written notice to Trustee and Deltona.
26. MISCELLANEOUS. The captions for the paragraphs contained herein are
solely for the convenience of the parties and do not, in themselves, have any
legal significance. Time is of the essence of this Trust Agreement. In this
Trust Agreement, the plural includes the singular and vice versa. This Trust
Agreement constitutes the complete agreement between the parties hereto and
there are no representations, agreements or understandings other than as set
forth herein. This Trust Agreement may not be amended, changed or modified
except by a writing signed by all the parties to this Trust Agreement.
27. INTERPLEADER. If any of the parties hereto shall be in disagreement
about the interpretation of this Trust Agreement, of about the rights and
obligations of or the propriety of any action contemplated by the Trustee
hereunder, the Trustee may (but need not), at its sole discretion, file an
action in interpleader to resolve said disagreement. The Trustee shall be
indemnified for all costs, including attorneys' fees, in connection with the
aforesaid interpleader action, and shall be fully protected in suspending all or
a part of its activities under this Trust Agreement until a final judgment in
the interpleader action is received.
IN WITNESS WHEREOF, the parties hereto have executed this Trust Agreement
as of the day and year first above written.
THE DELTONA CORPORATION FIVE POINTS TITLE SERVICES, CO., INC.
By:/s/ Earle D. Cortright, Jr. By:/s/ Nancy Roche
------------------------------------- -----------------------------------
Earle D. Cortright, Jr., President Nancy Roche, President
Address: 999 Brickell Avenue, Suite 700 Address:999 Brickell Avenue, Suite 700
Miami, Florida 33131 Miami, Florida 33131
Gram hereby acknowledges its rights and obligations under the aforesaid
Trust Agreement as to those paragraphs that pertains to Antony Gram and/or
Affiliates.
SCAFHOLDING, B.V.
By: /s/ Antony Gram
--------------------------
Antony Gram, President
10
<PAGE>
EXHIBIT "A"
Scafholding B.V. to pay Five Points Title Services Co., Inc., Trustee
1. Administrative Fees and Work Charges:
$50.00 per Transaction (conveyances, assignments, and satisfactions).
2. Administrative Fees and Work Charges for any out of the ordinary
transaction, excluding the above, will be agreed to between both
parties.
3. Administrative Fees and Work Charges include maintenance of account,
correspondence, preparation of documents as needed, updated records of
transactions, recording services, research, title searches, escrow
services, and any other administrative duties required.
4. Scafholding B.V. to reimburse Five Points Title Services Co., Inc. for any
out-of-pocket expenses that might be incurred by Trustee in connection with
the administration of the account or any transaction.
<PAGE>
EXHIBIT C
TRUST AND SERVICE AGREEMENT
- --------------------------------------------------------------------------------
By this Trust and Service Agreement ("Agreement") made as of the 13th day
of November, 1997, SCAFHOLDING B.V., a Netherlands corporation, (hereinafter
referred to as "Scafholding", THE DELTONA CORPORATION, a Delaware corporation
(hereinafter variously referred to at "Deltona", and FIVE POINTS TITLE SERVICES
COMPANY, INC., a Florida corporation (hereinafter referred to as
"Trustee")confirm and agree as follows:
1. Introduction
------------
1.1 Scafholding has entered into an Agreement of Purchase and Sale dated
November 13th, 1997, ("Purchase Agreement"), pursuant to which Scafholding
purchase all of Deltona's beneficial and equitable interest in those installment
sales agreements, notes and mortgages, which arose from the sale of lots in
various communities in Florida ("Purchased Account"). Scafholding's ownership of
the Purchased Accounts shall be evidenced by the certificate attached hereto as
Exhibit "A".
1.2 Scafholding desires that Deltona perform, and Deltona is willing to
perform the collection and accounting services identified with respect to the
Purchased Accounts, all upon terms and conditions set forth below.
1.3 The parties hereto desire to enter into this Agreement for the purpose
of setting forth their understanding with respect to the services to be
performed for Scafholding by Deltona in connection with the Purchased Accounts
that form the corpus of this Agreement.
1.4 Trustee shall hold title to the land underlying the Purchased Accounts
until conveyed to the individual purchaser or otherwise as provided for in this
Agreement.
2. Agreement
---------
2.1 Agreement of "General Intangibles" and Collection Services -
Notwithstanding Section 9, entitled "Documents to be Delivered at Closing", of
the Purchase Agreement, Deltona shall
1
<PAGE>
retain in its possession, and segregate all original "General Intangibles"
as defined in the Purchase Agreement while Deltona services the Purchased
Accounts. Scafholding shall be entitled to inspect the "General Intangibles" at
any reasonable time within twenty-four (24) hour prior notice given to Deltona.
Deltona shall be the agent of Scafholding solely with respect to all cash,
checks, drafts, money orders, and other things of payments, which Deltona
collects on the Purchased Accounts; and in connection therewith shall act under
the direction and control of Scafholding. Commencing as of the date hereto,
Deltona will perform in connection with the Purchased Accounts the collection
services specified herein:
(a) Use a collection procedure acceptable to Scafholding for
the daily collection of payments on the Purchased Accounts;
(b) Deltona shall open all envelopes, remove their contents,
and deposit the proceeds thereof, other than the remittance and payment cards,
on a daily basis to the account referenced above.
(c) Deposit all payments on the Purchased Accounts to a
special account, as to which Scafholding shall be the equitable beneficiary
and the signature cards of which shall bear the notation "Scafholding Escrow
Account", and remit all collected items, less any bank fees relating to any
deposited items or Scafholding Escrow Account, in full to Scafholding, by
wire transfer or check to an address advised in writing by Scafholding from time
to time, referencing specified "Deltona Installment Sales Contracts, Notes
and Mortgages", or in such other times as Scafholding may direct in writing;
(d) Return incomplete or post dated checks to Makers of the
checks under the respective Purchased Accounts.
(e) Redeposit checks returned to Deltona for reasons of
"return to Maker" or "non-sufficient funds" or words or similar import; and
(f) Return to Maker checks not paid and returned from drawee
bank, including such checks as are not paid and returned to Deltona after
being redeposited.
(g) Deltona will apply all collected funds first to utility
impact fees, second to accrued interest and third to principal. All funds
collected for utility impact fees shall be remitted to the utility escrwo by
Deltona on a monthly basis.
2
<PAGE>
(h) Deltona will bill and collect real estate tax payments
from customers and coordinate payment of those taxes to the respective
counties.
2.2 Accounting Services - No later than 15 days after the last day of each
--------------------
month commencing with the first full calendar month following the date hereof,
Deltona will deliver to Scafholding, at the address to which notices are to be
sent to Scafholding, pursuant to Paragraph 6 hereof, a "trial balance" report
showing through the last day of the preceding month the following (a) principal
balances on each Purchased Account, (b) payments received on each Purchased
Account allocated as between principal and interest, and (c) a current status
for each Purchased Account showing delinquencies or prepayments, and other
similar adjustments. Concurrently, with the "trial balance" report, Deltona
shall provide to Scafholding a separate report detailing the total daily
deposits for each account during the preceding month. Deltona shall further
deliver to Scafholding such other reports which Scafholding may from time to
time reasonably request in writing.
2.3 Standard of Care - Liability for Consequential and Incidental Damages -
-----------------------------------------------------------------------
Deltona agrees to use the same degree of care in processing the items and data
required by this Agreement, that it uses in processing similar items and date
for their own use. Deltona shall not accrue liability for consequential or
incidental damages resulting from the inaccuracy of any information supplied to
Scafholding, or any errors or mistakes in reports prepared hereunder, except for
those caused by the negligence or willful misconduct of Deltona or it's
employees. All errors brought to the attention of Deltona or which become known
to Deltona shall be corrected within thirty (30) days thereafter.
2.4 This Agreement shall terminate upon sixty (60) days written notice by
Deltona or Scafholding.
2.5 Title to Lots
-------------
(a) Simultaneously with the closing on the sale contemplated in the
Agreement of Purchase and Sale, Deltona shall have conveyed by General Warranty
Deeds the fee simple title to all lots underlying the installment sales
agreements which are part of the Purchased Contracts, which deeds shall be
recorded in the appropriate county in the State of Florida, to Trustee.
Scafholding agrees that title to the respective lots shall be conveyed, in
trust, pursuant to that certain Land Trust Agreement, attached hereto and made a
part hereof as Exhibit "B", pending receipt of the installment payments or
mortgage payments required in each of the Purchased Accounts. At the time each
Purchased Account shall have become paid in full or at such time as Purchaser
enters into a Mortgage and Promissory Note for the balance of the Purchase
Price, Trustee, hereunder, shall, on behalf of Scafholding, as the case may be,
either (1) prepare a Warranty Deed for the execution thereof by Trustee,
conveying title to the respective account holder of the Purchased Account, all
as
3
<PAGE>
contracted for in the purchased contract, after which such deed or deeds
shall be forwarded by Trustee to be recorded in the County where the lot is
located, subject to search of title among the Public Records for any intervening
matters of record filed after Deltona's deed to Trustee for the benefit of
Scafholding at closing; or (2) prepare appropriate Satisfaction of Mortgage to
be executed by Scafholding and recorded in the appropriate County by Five Points
Title Services Co., Inc. Deltona agrees to cause an owners policy of title
insurance to be issued in favor of the grantees of each such deed that shall
have been recorded upon payment in full, as aforesaid. Scafholding agrees that
the Trustee shall retain title to all lots, for the contract lot purchasers
until the contracts have been paid in full or converted to a Mortgage and Note,
and unless the contract shall have been canceled for non-payment will not suffer
any clouds on title thereto. Scafholding agrees to bear the costs of preparation
of each deed, the costs of recording, the affixation of the property State of
Florida documentary stamps taxes prior to recording. Deltona agrees to bear the
costs for the premium due for each owners title insurance policy as to each
Purchased Account.
(b) In the event that any Purchased Account shall, prior to maturity,
become delinquent and not be subsequently reinstated, the result of which shall,
according to the terms of the respective contract or note and mortgage become
the basis for cancellation of the contract or acceleration of the mortgage and a
foreclosure action, such contract or mortgage shall, be canceled by Deltona and
the report of the cancellation or acceleration shall appear in the next
following monthly report to Scafholding. Thereafter, Scafholding and Deltona
shall either:
(c) If a Purchaser does not pay a sum owed pursuant to a Purchased
Instrument and such non-payment continues longer than the grace period provided
in the Purchase Instrument, Deltona, within thirty (30) days of such date, shall
replace the Purchased Instrument with a Replacement Receivable. This Replacement
Obligation shall not extend to contracts for the purchase of the lots in St.
Augustine Shores Subdivision listed on Exhibit D to the Agreement of Purchase
and Sale, annexed hereto.
(d) When and if Deltona replaces a Purchased Instrument pursuant hereto,
Scafholding shall deliver to Deltona each such Purchased Instrument by an
assignment of the Purchased Instrument and General Intangibles and conveying the
Lot or Mortgage related thereto to Deltona by a Special Warranty Deed or
assignment, as the case may be, without warranty, representation or recourse
except that Scafholding has not sold, assigned or otherwise encumbered the
Purchased Instrument prior to the date of such reassignment, and Deltona shall
concurrently deliver to Scafholding a Replacement Receivable together with all
documents as required for the original purchase.
(1) With respect to defaulted notes and mortgages, the Trustee shall
reassign the note and mortgage to Deltona. Deltona shall then proceed with a
foreclosure action
4
<PAGE>
and upon completion of the action, offer the lot for sale;
or
(2) With respect to defaulted contracts, Trustee shall reassign such
contract to Deltona and Deltona shall resell the lot to create another
receivable to fulfill potential future replacement obligation. In the event of
replacement, Deltona and Scafholding shall direct the Trustee to accept the
replacement through Assignment and/or conveyances and reconvey and reassign the
defaulted contracts with lots, notes and mortgages to Deltona.
3. Litigation Involving Purchased Accounts
---------------------------------------
In the event any legal action or other proceedings are brought relating to
any of the Purchased Accounts, Deltona will deliver to Scafholding , promptly
after Scafholding's request therefore, such papers as Deltona may have in it's
possession, and which buyer in it's sole discretion deems relevant to such
action. Notwithstanding the foregoing, Deltona holds Scafholding harmless from
any claim or claims which may be brought by the respective Purchasers under the
installment sales agreements or purchase-money mortgages (Purchased Accounts)
against Deltona, for all losses, costs, expenses, liabilities and damage
whatsoever, including but not limited to costs and attorneys' fees which may
arise at anytime, related thereto and/or as a result of the sale contemplated
and related hereto, directly or indirectly, as a result of any act or admission
of Deltona in connection herewith or, relation or connection with any of the
Purchased Accounts, or which may otherwise arise as a result of Deltona's
exercise or performance of any of its powers of duties hereunder. Deltona will,
at its expense, defend any action of proceeding instituted by such Purchasers,
which relate directly or indirectly to the Deltona's duties under this
Agreement.
4. Fees to Deltona for Services Rendered
-------------------------------------
The parties hereto agree that the fees for the services contemplated in
this Agreement to be performed by Deltona shall be Five Dollars ($5.00) per
Purchased Account per month for all Purchased Account that have not been paid in
full
Scafholding shall be responsible for all costs associated with conveyance
of title. Deltona shall be responsible for all costs associated with title
insurance policies and foreclosures.
5. Qualification as Portfolio Interest
-----------------------------------
The parties hereto acknowledge that it is their intent that the interest
transmitted to Scafholding by the Deltona under this Agreement shall be exempt
from United States income tax withholding pursuant to the statutes and
regulations relating to "portfolio interest" as defined under
5
<PAGE>
United States income tax laws. Consequently, Scafholding's Participating
Interest in this Agreement which is represented by the Registered Portfolio Debt
Ownership Certificate (the "Certificate") a copy of which is attached as Exhibit
"A" hereto is registered with the Deltona. In addition, the parties agree that:
(a) Ownership of Scafholding's Interest in the Purchased Assets may not be
transferred in whole or in part except as provided in the Certificate attached
hereto as Exhibit "A";
(b) Scafholding shall file with Deltona, and keep current, a Form W-8, or
such substitute forms as may be required from time to time by the United States
Internal Revenue Service;
(c) Deltona shall file a Form 10425 annually with the United States
Internal Revenue Service with a copy of Scafholding's Form W-8 statement and
shall otherwise comply with the requirements of Treas. Reg. 1.6049-5(b)(2)(iv).
6. Attorneys' Fees
---------------
In the event of any litigation or arbitration proceeding between the
parties to this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs in addition to any other relief awarded.
7. Choice of Law and Venue
-----------------------
This Agreement shall be construed in accordance with the laws of the State
of Florida. In the event of litigation between the parties hereto, it is agreed
that such litigation shall be maintained in the courts of the State of Florida
or in the United States District Court in the State of Florida. The parties
hereto expressly waive any objection to said venue, and agree that service of
process maybe affected in the manner provided for giving of notice pursuant to
Paragraph 6 hereof.
8. Notice
------
Any notice required or permitted to be given hereunder shall be in writing,
and shall be transmitted by postage prepaid, certified or registered mail, to
the parties at their address designated herein as follows:
6
<PAGE>
Grantor
Scafholding B.V.
Ottergeerde 14
4941 VM Raamsdonksveer
The Netherlands
Deltona
The Deltona Corporation
999 Brickell Avenue
Suite 700
Miami, Florida 33131
Attention: Earle D. Cortright, Jr., President
Five Points Title Services Company, Inc.
999 Brickell Avenue
Suite 700
Miami, Florida 33131
Attention: Nancy Roche, President
9. Modification
-------------
This Agreement exclusively and completely states the rights and obligations
with respect to the matters set forth herein. No modification, variation,
termination, discharge, or abandonment thereof, and no waiver of any of the
provisions or conditions shall be valid, unless in writing and signed by the
parties hereto.
10. Binding Effect
--------------
This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their successors and assigns.
11. Severability
------------
In case any one or more of the provisions contained in this Agreement shall
be held invalid, illegal or unenforceable in any respect, the validity, legality
and unenforceability of the remaining provisions contained herein, shall not in
any way be affected or impaired thereby.
7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date set forth
above.
THE DELTONA CORPORATION
By: /s/ Earle D. Cortright, Jr.
----------------------------------
Earle D. Cortright, Jr., President
"Deltona"
SCAFHOLDING, B.V.
By: /s/ Antony Gram
----------------------------------
Antony Gram
"Scafholding"
FIVE POINTS TITLE SERVICES
COMPANY, INC.
By: /s/ Nancy Roche
----------------------------------
Nancy Roche, President
"Trustee"
8
<PAGE>
EXHIBITS
Exhibit A: Certificate of Scafholding's Ownership of Purchased Accounts
Exhibit B: Trust Agreement
Exhibit C: Agreement of Purchase and Sale dated 11/13/97
EXHIBIT 10(ll)
This Instrument Prepared By:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P.A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
WARRANTY DEED TO TRUSTEE UNDER TRUST AGREEMENT
PURSUANT TO SECTION 689.071, FLORIDA STATUTES
This Indenture, made this 13 day of November, 1997, Between THE DELTONA
CORPORATION, a corporation existing under the laws of the State of Delaware, a
domestic corporation of United States tax purposes whose Federal Identification
No. is 59-0997584, having its principal place of business at 999 Brickell
Avenue, Suite 700, Miami, Florida 33131, and lawfully authorized to transact
business in the State of Florida, grantor*, and FIVE POINTS TITLE SERVICES CO.,
INC., a Florida corporation, as Trustee under the provisions of a Lot Exchange
Trust Agreement dated November 13, 1997, TIN# 59-1811722, whose post office
address is: 999 Brickell Avenue, Suite 700, Miami, Florida 33131, hereinafter
called the grantee*.
WITNESSETH: That said grantor, for and in consideration of the sum of
TEN AND NO/100 ($10.00) Dollars, and other good and valuable considerations to
said grantor in hand paid by said grantee, the receipt whereof is hereby
acknowledged, grants, bargains, sells, aliens, remises, releases, conveys and
confirms unto the grantee, the following described land, situate, lying and
being in Marion County, Florida, to wit:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
To Have And To Hold the said property in fee simple upon the trusts and
for the uses and purposes herein and in said trust agreement set forth.
IT IS THE INTENT OF THE PARTIES HERETO THAT THE INTEREST OF THE GRANTEE IS
THAT OF A TRUSTEE UNDER THE PROVISIONS OF SECTION 689.071 FLORIDA STATUTES
(1991).
Full power and authority is hereby granted to the Trustee and Trustee's
successors and assigns, to deal in or with the property, and to protect,
conserve and to sell, or to lease, or to encumber, or otherwise to manage and
dispose of the property.
The interest of each beneficiary under the Trust Agreement and of all
persons claiming under them or any of them shall be only in the possession,
earnings, avails and proceeds arising from the sale or other disposition of said
property, and such interest is hereby declared to be personal property, and no
beneficiary hereunder shall have any title or interest, legal or equitable, in
or to said property as such.
<PAGE>
And the Grantor covenants with the Trustee that Grantor is lawfully
seized of said property in fee simple; that the Grantor has good right and
lawful authority to sell and convey said property; that said grantor does hereby
fully warrant the title to said land, and will defend that same against the
lawful claims of all persons whomsoever; and that said property is free of all
encumbrances, except taxes for the year 1997 and subsequent years.
Subject to restrictions, reservations, easements and limitations of
record, if any, provided that this shall not serve to reimpose same, zoning
ordinances, and taxes for the current year and subsequent years.
*"Grantor" and "grantee" are used for singular or plural, as
context requires.
In Witness Whereof, Grantor has caused this Deed to be executed by its
authorized officer and its corporate seal to be affixed the day and year first
above written.
Signed, sealed and delivered in our presence.
/s/ Sharon Hummerhielm THE DELTONA CORPORATION,
- -------------------------------
Witness Sharon Hummerhielm a Delaware corporation
/s/ Deborah J. Lees By:/s/ Earle D. Cortright, Jr.
- ------------------------------- ----------------------------------
Witness Deborah J. Lees EARLE D. CORTRIGHT, JR., President
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledged before me this 13 day of
November, 1997, by EARLE D. CORTRIGHT, JR., President of THE DELTONA
CORPORATION, a Delaware corporation, on behalf of the corporation, under
authority duly vested in him by said corporation and that the seal affixed
hereto is the true corporate seal of said corporation. He is personally known to
me.
/s/ Sharon J. Hummerhielm
----------------------------------
Notary Public
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
MARION OAKS
- -----------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 6,
according to the Plat thereof, as recorded in Plat Book 0, Pages 107 through
139, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
6 337 5 8006-0337-05
6 630 2 8006-0630-02
6 630 3 8006-0630-03
6 635 1 8006-0635-01
6 635 4 8006-0635-04
6 635 5 8006-0635-05
6 673 10 8010-0673-10
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 7,
according to the Plat thereof, as recorded in Plat Book 0, Pages 140 through
153, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
7 1095 2 8007-1095-02
7 1099 2 8007-1099-02
7 1099 4 8007-1099-04
7 1099 5 8007-1099-05
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 9,
according to the Plat thereof, as recorded in Plat Book 0, Pages 164 through
193, inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
9 1133 16 8009-1133-16
9 1142 1 8009-1142-01
9 1142 10 8009-1142-10
9 1142 11 8009-1142-11
9 1142 12 8009-1142-12
9 1193 6 8009-1193-06
9 1214 3 8009-1214-03
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of MARION OAKS UNIT 12,
according to the Plat thereof, as recorded in Plat Book 0, Pages 225 through 236
inclusive, of the Public Records of Marion County, Florida, being more
particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
12 1412 18 8012-1412-18
12 1412 22 8012-1412-22
</TABLE>
<PAGE>
This Instrument Prepared By:
James P. Paul, Esq.
HALEY, SINAGRA & PEREZ, P.A.
100 South Biscayne Blvd., Suite 800
Miami, Florida 33131
WARRANTY DEED TO TRUSTEE UNDER TRUST AGREEMENT
PURSUANT TO SECTION 689.071, FLORIDA STATUTES
This Indenture, made this 13 day of November, 1997, Between THE DELTONA
CORPORATION, a corporation existing under the laws of the State of Delaware, a
domestic corporation of United States tax purposes whose Federal Identification
No. is 59-0997584, having its principal place of business at 999 Brickell
Avenue, Suite 700, Miami, Florida 33131, and lawfully authorized to transact
business in the State of Florida, grantor*, and FIVE POINTS TITLE SERVICES CO.,
INC., a Florida corporation, as Trustee under the provisions of a Lot Exchange
Trust Agreement dated November 13 , 1997, TIN# 59-1811722, whose post office
address is: 999 Brickell Avenue, Suite 700, Miami, Florida 33131, hereinafter
called the grantee*.
WITNESSETH: That said grantor, for and in consideration of the sum of
TEN AND NO/100 ($10.00) Dollars, and other good and valuable considerations to
said grantor in hand paid by said grantee, the receipt whereof is hereby
acknowledged, grants, bargains, sells, aliens, remises, releases, conveys and
confirms unto the grantee, the following described land, situate, lying and
being in Washington County, Florida, to wit:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
To Have And To Hold the said property in fee simple upon the trusts and
for the uses and purposes herein and in said trust agreement set forth.
IT IS THE INTENT OF THE PARTIES HERETO THAT THE INTEREST OF THE GRANTEE IS
THAT OF A TRUSTEE UNDER THE PROVISIONS OF SECTION 689.071 FLORIDA STATUTES
(1991).
Full power and authority is hereby granted to the Trustee and Trustee's
successors and assigns, to deal in or with the property, and to protect,
conserve and to sell, or to lease, or to encumber, or otherwise to manage and
dispose of the property.
The interest of each beneficiary under the Trust Agreement and of all
persons claiming under them or any of them shall be only in the possession,
earnings, avails and proceeds arising from the sale or other disposition of said
property, and such interest is hereby declared to be personal property, and no
beneficiary hereunder shall have any title or interest, legal or equitable, in
or to said property as such.
<PAGE>
And the Grantor covenants with the Trustee that Grantor is lawfully
seized of said property in fee simple; that the Grantor has good right and
lawful authority to sell and convey said property; that said grantor does hereby
fully warrant the title to said land, and will defend that same against the
lawful claims of all persons whomsoever; and that said property is free of all
encumbrances, except taxes for the year 1997 and subsequent years.
Subject to restrictions, reservations, easements and limitations of
record, if any, provided that this shall not serve to reimpose same, zoning
ordinances, and taxes for the current year and subsequent years.
*"Grantor" and "grantee" are used for singular or plural, as
context requires.
In Witness Whereof, Grantor has caused this Deed to be executed by its
authorized officer and its corporate seal to be affixed the day and year first
above written.
Signed, sealed and delivered in our presence.
/s/ Sharon Hummerhielm THE DELTONA CORPORATION,
- ------------------------------
Witness Sharon Hummerhielm a Delaware corporation
/s/ Deborah J. Lees By:/s/ Earle D. Cortright, Jr.
- -------------------------- ----------------------------------
Witness EARLE D. CORTRIGHT, JR., President
STATE OF FLORIDA
COUNTY OF DADE
The foregoing instrument was acknowledg d before me this 13 day of
November, 1997, by EARLE D. CORTRIGHT, JR., President of THE DELTONA
CORPORATION, a Delaware corporation, on behalf of the corporation, under
authority duly vested in him by said corporation and that the seal affixed
hereto is the true corporate seal of said corporation. He is personally known to
me.
/s/ Sharon J. Hummerhielm
---------------------------------
Notary Public
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS
- -----------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SEVEN, according to the Plat thereof, as recorded in Plat Book 2, Pages 77
through 86, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
7 416 20 07-20-0416
7 416 22 07-22-0416
7 416 23 07-23-0416
7 416 35 07-35-0416
7 416 36 07-36-0416
7 458 11 07-11-0458
7 458 12 07-12-0458
7 458 15 07-15-0458
7 460 4 07-05-0460
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
EIGHT, according to the Plat thereof, as recorded in Plat Book 2, Pages 88
through 101, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
8 519 6 08-06-0519
8 526 12 08-12-0526
8 537 5 08-05-0537
8 538 11 08-11-0538
8 542 3 08-03-0542
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
NINE, according to the Plat thereof, as recorded in Plat Book 2, Pages 103
through 107, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
9 545 2 09-02-0545
9 547 31 09-31-0547
9 554 3 09-03-0554
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT TEN,
according to the Plat thereof, as recorded in Plat Book 2, Pages 108 through
118, inclusive, of the Public Records of Washington County, Florida, being more
particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
10 584 3 10-03-0584
10 584 29 10-29-0584
10 585 8 10-08-0585
10 585 9 10-09-0585
10 585 16 10-16-0585
10 586 1 10-01-0586
10 586 4 10-04-0586
10 586 13 10-13-0586
10 586 19 10-19-0586
10 613 16 10-16-0613
10 614 2 10-02-0614
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS (CONTINUED)
- -----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
ELEVEN, according to the Plat thereof, as recorded in Plat Book 2, Pages 120
through 128, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
11 743 54 11-54-0743
11 749 23 11-23-0749
11 752 6 11-06-0752
11 767 1 11-01-0767
11 768 10 11-10-0768
11 768 11 11-11-0768
11 768 12 11-12-0768
11 768 13 11-13-0768
11 768 19 11-19-0768
11 769 10 11-10-0769
11 769 11 11-11-0769
11 769 12 11-12-0769
11 769 13 11-13-0769
11 771 17 11-17-0771
11 775 11 11-11-0775
11 775 12 11-11-0775
11 777 4 11-04-0777
11 778 5 11-05-0778
11 778 6 11-06-0778
11 778 32 11-32-0778
11 779 1 11-01-0779
11 779 8 11-08-0779
11 779 10 11-10-0779
11 779 11 11-11-0779
11 779 12 11-12-0779
11 781 7 11-07-0781
11 781 19 11-19-0781
11 781 20 11-20-0781
11 781 21 11-21-0781
11 784 6 11-06-0784
11 785 4 11-04-0785
11 786 3 11-03-0786
11 786 4 11-04-0786
11 786 10 11-10-0786
11 815 7 11-07-0815
11 815 28 11-28-0815
11 816 41 11-41-0816
11 820 10 11-10-0820
11 820 11 11-11-0820
11 820 12 11-12-0820
11 820 13 11-13-0820
11 822 44 11-44-0822
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS(CONTINUED)
- ----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
TWELVE, according to the Plat thereof, as recorded in Plat Book 2, Pages 129
through 138, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
12 999 7 12-07-0999
12 999 19 12-19-0999
12 1000 1 12-01-1000
12 1000 3 12-03-1000
12 1000 8 12-08-1000
12 1000 11 12-11-1000
12 1001 8 12-08-1001
12 1001 9 12-09-1001
12 1001 12 12-12-1001
12 1001 19 12-19-1001
12 1001 24 12-24-1001
12 1001 27 12-27-1001
12 1002 1 12-01-1002
12 1002 2 12-02-1002
12 1002 3 12-03-1002
12 1002 10 12-10-1002
12 1002 11 12-11-1002
12 1003 12 12-12-1003
12 1003 15 12-15-1003
12 1003 16 12-16-1003
12 1003 20 12-20-1003
12 1003 21 12-21-1003
12 1003 22 12-22-1003
12 1003 23 12-23-1003
12 1003 24 12-24-1003
12 1004 6 12-06-1004
12 1004 7 12-07-1004
12 1004 8 12-08-1004
12 1004 9 12-09-1004
12 1004 12 12-12-1004
12 1004 13 12-13-1004
12 1005 3 12-03-1005
12 1005 4 12-04-1005
12 1005 5 12-05-1005
12 1005 6 12-06-1005
12 1005 9 12-09-1005
12 1005 11 12-11-1005
12 1005 22 12-22-1005
12 1006 3 12-03-1006
12 1006 13 12-13-1006
12 1007 3 12-03-1007
12 1007 11 12-11-1007
12 1007 12 12-12-1007
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS(CONTINUED)
- ----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
TWELVE, according to the Plat thereof, as recorded in Plat Book 2, Pages 129
through 138, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ----- --- -------------------------
<S> <C> <C> <C> <C>
12 1007 13 12-13-1007
12 1007 17 12-17-1007
12 1007 18 12-18-1007
12 1007 19 12-19-1007
12 1007 20 12-20-1007
12 1007 23 12-23-1007
12 1007 25 12-25-1007
12 1008 19 12-19-1008
12 1008 20 12-20-1008
12 1008 37 12-37-1008
</TABLE>
<PAGE>
EXHIBIT "A" - LEGAL DESCRIPTION
LOT EXCHANGE TRUST
------------------
SUNNY HILLS(CONTINUED)
- ----------------------
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
SIXTEEN, according to the Plat thereof, as recorded in Plat Book 3, Pages 50
through 58, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
16 596 11 16-11-0596
16 637 22 16-22-0637
16 787 14 16-14-0787
16 788 7 16-07-0788
16 788 8 16-08-0788
16 788 9 16-09-0788
16 788 11 16-11-0788
16 791 1 16-01-0791
16 791 22 16-22-0791
16 791 23 16-23-0791
16 793 6 16-06-0793
16 793 7 16-07-0793
16 801 7 16-07-0801
16 801 12 16-12-0801
16 805 5 16-05-0805
16 806 1 16-01-0806
16 809 1 16-01-0809
16 810 16 16-16-0810
16 812 1 16-01-0812
16 814 31 16-31-0814
</TABLE>
<TABLE>
<CAPTION>
Those certain Lots and Blocks lying in and being a part of SUNNY HILLS UNIT
NINETEEN, according to the Plat thereof, as recorded in Plat Book 3, Pages 65
through 79, inclusive, of the Public Records of Washington County, Florida,
being more particularly described as follows:
Unit Block Lot Parcel Identification No.
---- ------ --- -------------------------
<S> <C> <C> <C> <C>
19 1075 17 19-17-1075
19 1083 4 19-04-1083
</TABLE>
EXHIBIT 10(mm)
[STATE OF STATE OF FLORIDA
FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION
SEAL] ------------------------------------------------------
Lawton Chiles Richard T. Farrell
Governor Secretary
Sharon J. Hummerhielm, Vice President
The Deltona Corporation
999 Brickell Avenue, Suite 700
Miami, Florida 33131
RE: The Deltona Corporation - DE00009781
Swan Development Corporation - DE00017867
St. Augustine Shores, Units 2 and 7 - PRLE003175
St. Augustine Shores, Unit 8 - PRLE003175
Material Change No. MC00005348
Bulk Sale/Co-Registration/Escrow Agreement
Dear Ms. Hummerhielm:
This letter is in response to the material change request number MC00005348.
As the Division understands the material change request submitted by The Deltona
Corporation ("Deltona"), Deltona will be conveying all of its remianing land
inventory and obligations in St. Augustine Shores Subdivision to Swan
Development Corporation ("Swan"). Consequently, Swan will need to become a
Co-Registrant. The existing St. Augustine Shores Improvement Trust Account,
which holds $14,909.66 as of 11/30/97, will be replaced with a St. Augustine
Shores Refund Escrow Agreement. Swan has already placed $1,000,000 in a Refund
Escrow Account in the care of Five Points Title Services Company, Inc., acting
Escrow Agent.
The Division does hereby grant conceptual approval of MC00005348. Final approval
will be based upon receipt of all final and/or recorded documents.
THIS APPROVAL ONLY VERIFIES YOUR COMPLIANCE WITH THE FILING AND DISCLOSURE
- -------------------------------------------------------------------------------
REQUIREMENTS OF CHAPTER 498, FLORIDA STATUTES, AND DOES NOT CONSTITUTE THE
- -------------------------------------------------------------------------------
DIVISION'S ENDORSEMENT OF THE OFFERING, DEVELOPMENT, OR ANY REPRESENTATIONS MADE
- -------------------------------------------------------------------------------
ABOUT THE SUBJECT OF THIS FILING. THIS APPROVAL DOES NOT RELIEVE THE REGISTRANT
- -------------------------------------------------------------------------------
OF ANY DUTY OR RESPONSIBILITY UNDER THE FLORIDA STATUTES, THE RULES PROMULGATED
- -------------------------------------------------------------------------------
BY THE DIVISION THEREUNDER, OR ANY APPLICABLE LAW.
- -------------------------------------------------
Examined by: Sincerely,
/s/ Manny J. Bas /s/ James F. Mullins, Chief
- ----------------------------- ---------------------------
Financial Examiner/Analyst II Bureau of Land Sales Regulation
JEM/MJB
DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS AND MOBILE HOMES
BUREAU OF LAND SALES REGISTRATION
NORTHWOOD CENTRE * 1940 NORTH MONROE STREET * TALLAHASSEE, FLORIDA 32399-1034
Telephone (904) 488-1122 * Fax (904) 921-5450
EXHIBIT 10(nn)
[STATE OF STATE OF FLORIDA
FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION
SEAL] ------------------------------------------------------
Lawton Chiles Richard T. Farrell
Governor Secretary
Sharon J. Hummerhielm, Vice President
The Deltona Corporation
999 Brickell Avenue, Suite 700
Miami, Florida 33131
RE: The Deltona Corporation - DE00009781
Material Change No. MC00005345
Stock Sale/Sale of Receivables/Release of Liens/Lot Exchange Trust
Dear Ms. Hummerhielm:
This letter is in response to the material change request number MC00005345.
As the Division understands the material change request submitted by The Deltona
Corporation ("Deltona"), Deltona intends to sell approximately 6.8 million
shares of Common Stock ($1.00 par value) and use the proceeds to reduce their
outstanding debt. To further reduce debt, Deltona will sell to its lenders $7.5
million in contracts receivable. Since these receivables are subject to a lien
placed by the Division, Deltona has requested that the Division release the
liens on all of their receivables and its mortgage on property in Marion Oaks
and Sunny Hills. In place of these liens and mortgage, a Lot Exchange Trust
Agreement will be executed that will set aside certain lots for purchasers whose
contracts have been or will be breached.
Based on the information above and the assertions made by Deltona, the Divison
does hereby grant conceptual approval of MC00005345. Final approval will be
based upon receipt of all final and/or recorded documents, particularly those
surrounding the sale of stock and sale of receivables.
THIS APPROVAL ONLY VERIFIES YOUR COMPLIANCE WITH THE FILING AND DISCLOSURE
- -------------------------------------------------------------------------------
REQUIREMENTS OF CHAPTER 498, FLORIDA STATUTES, AND DOES NOT CONSTITUTE THE
- -------------------------------------------------------------------------------
DIVISION'S ENDORSEMENT OF THE OFFERING, DEVELOPMENT, OR ANY REPRESENTATIONS MADE
- -------------------------------------------------------------------------------
ABOUT THE SUBJECT OF THIS FILING. THIS APPROVAL DOES NOT RELIEVE THE REGISTRANT
- -------------------------------------------------------------------------------
OF ANY DUTY OR RESPONSIBILITY UNDER THE FLORIDA STATUTES, THE RULES PROMULGATED
- -------------------------------------------------------------------------------
BY THE DIVISION THEREUNDER, OR ANY APPLICABLE LAW.
- -------------------------------------------------
Examined by: Sincerely,
/s/ Manny J. Bas /s/ James F. Mullins, Chief
- ----------------------------- ---------------------------
Financial Examiner/Analyst II Bureau of Land Sales Regulation
JEM/MJB
DIVISION OF FLORIDA LAND SALES, CONDOMINIUMS AND MOBILE HOMES
BUREAU OF LAND SALES REGISTRATION
NORTHWOOD CENTRE * 1940 NORTH MONROE STREET * TALLAHASSEE, FLORIDA 32399-1034
Telephone (904) 488-1122 * Fax (904) 921-5450
EXHIBIT 11
THE DELTONA CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
<TABLE>
<CAPTION>
Years Ended
---------------------------------------------------------------------------
December 31, December 31, December 31, December 31, December 31,
1997 1996 1995 1994 1993
------------ ------------ ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Computation of primary income (loss)
per common share<F1>:
Loss before extraordinary item..... $ (1,326) $ (1,227) $ (2,905) $ (3,906) $(8,772)
========= ========= ========== ========== =======
Net income (loss).................. $ (1,326) $ (896) $ (2,203) $ (3,906) $(8,772)
========= ========= ========== ========== =======
Net income (loss) applicable
to common stock.................. $ (1,326) $ (896) $ (2,203) $ (3,906) $(8,772)
========= ========= ========== ========== =======
Total weighted average common shares
outstanding...................... $ 6,754 $ 6,730 $ 6,669 $ 6,669 $ 6,057
========= ========= ========== ========== =======
Per Common Share Data:
Loss before extraordinary items $ (.20) $ (.18) $ (.43) $ (.59) $ (1.45)
========= ========= ========== ========== =======
Net income (loss).................. $ (.20) $ (.13) $ (.33) $ (.59) $ (1.45)
========= ========= ========== ========== =======
<FN>
- ------------------------
<F1>Basic earnings per common share assuming full dilution was
approximately the same for all periods.
</FN>
</TABLE>
EXHIBIT 21
PRINCIPAL SUBSIDIARIES OF REGISTRANT
(All incorporated under the laws of the State of Florida, unless
otherwise stated)
Deltona Broadcasting Company, Inc.
Deltona Construction Company, Inc.
Deltona Corporation Realty Company (1)
Deltona Land & Investment Corp.
DLIC, Inc. (3)
Deltona-Marco Properties, II, Inc.
Deltona Marketing Corporation
Deltona Marketing of Illinois, Inc. (an Illinois corporation) (2)
Five Points Title Services Co., Inc.
Three Seasons Corporation
- ------------------------
(1) Subsidiary of Three Seasons Corporation.
(2) Subsidiary of Deltona Marketing Corporation.
(3) Subsidiary of Deltona Land & Investment Corp.
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-16201 on Form S-8 of our report dated March 25, 1998, appearing in this
Annual Report on Form 10-K of The Deltona Corporation for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Miami, Florida
March 30, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,397
<SECURITIES> 00
<RECEIVABLES> 4,356
<ALLOWANCES> (1,658)
<INVENTORY> 7,548
<CURRENT-ASSETS> 252
<PP&E> 1,762
<DEPRECIATION> (1,388)
<TOTAL-ASSETS> 13,560
<CURRENT-LIABILITIES> 00
<BONDS> 8,987
<COMMON> 13,544
00
00
<OTHER-SE> (19,158)
<TOTAL-LIABILITY-AND-EQUITY> 13,560
<SALES> 9,153
<TOTAL-REVENUES> 9,425
<CGS> 2,583
<TOTAL-COSTS> 5,348
<OTHER-EXPENSES> 3,018
<LOSS-PROVISION> (2,368)
<INTEREST-EXPENSE> 1,545
<INCOME-PRETAX> (1,326)
<INCOME-TAX> 00
<INCOME-CONTINUING> (1,326)
<DISCONTINUED> 00
<EXTRAORDINARY> 00
<CHANGES> 00
<NET-INCOME> (1,326)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.20)
</TABLE>
