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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995 Commission File No. 0-1748
MAJOR REALTY CORPORATION
------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 59-0898509
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
5728 MAJOR BOULEVARD, ORLANDO, FLORIDA 32819
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 407/351-1111
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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
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At August 9, 1995, 6,893,378 shares of common stock of the issuer were
outstanding.
Transitional Small Business Disclosure Format (Check One): Yes No X
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INDEX
<TABLE>
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Page No.
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets at June 30, 1995 and
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Consolidated Statements of Income for the
Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . 3
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . 4
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 5. - Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 6. - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>
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PART I - FINANCIAL INFORMATION
MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1995 and December 31, 1994
(in thousands)
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1995 1994
------------ --------------
(unaudited) (audited)
<S> <C> <C>
Cash and cash equivalents $ 252 $ 244
Restricted cash 379 36
Mortgage note receivable 4,060 2,750
Land held for sale or development 6,566 7,038
Land under lease 171 171
Other assets 591 513
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$ 12,019 $ 10,752
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable - trade $ 89 $ 101
Accrued expenses 1,063 1,311
Deferred income 30 50
Mortgage notes payable 9,084 8,038
Deferred income taxes 139 149
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10,405 9,649
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Stockholders' equity:
Series A Junior participating preferred stock -
$1.00 par value; authorized, 80,000 shares,
none outstanding - -
Common stock - $.01 par value; authorized,
12,000,000 shares; issued and outstanding,
6,893,378 shares 69 69
Capital in excess of par value 7,822 7,822
Accumulated deficit (6,277) (6,788)
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Total stockholders' equity 1,614 1,103
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TOTAL $ 12,019 $ 10,752
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands; except per share data)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
------------- -----------
MONTHS ENDED: MONTHS ENDED:
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June 30, June 30, June 30, June 30,
1995 1994 1995 1994
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<S> <C> <C> <C> <C>
REVENUES:
Sales of real estate $ 2,010 $ - $ 2,010 $ 3,618
Lease income 38 40 77 95
Interest income 71 64 135 133
Other income - 8 8 9
-------- --------- -------- --------
Total revenues 2,119 112 2,230 3,855
-------- --------- -------- --------
COSTS AND EXPENSES:
Cost of real estate sold:
Improved and unimproved land 561 - 561 760
Commissions & other expenses 80 - 80 266
Selling, general and administrative 202 216 476 467
Interest cost 277 204 602 413
-------- --------- -------- --------
Total costs and expenses 1,120 420 1,719 1,906
-------- --------- -------- --------
INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES 999 (308) 511 1,949
PROVISION FOR INCOME TAXES - - - -
-------- --------- -------- --------
NET INCOME (LOSS) $ 999 $ (308) $ 511 $ 1,949
======== ========= ======== ========
NET INCOME (LOSS) PER COMMON SHARE $ .14 $ (.05) $ .07 $ .28
======== ========= ======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 6,893 6,893 6,893 6,893
======== ========= ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1995 and 1994
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 511 $ 1,949
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Adjustments to reconcile net income (loss) to net
cash used for operating activities:
Depreciation and amortization 98 47
Net gain on sales of real estate (1,369) (2,592)
Increase in other assets and other receivables (178) (367)
(Decrease) increase in accounts payable
and accrued liabilities (279) 267
Change in deferred income taxes (10) (290)
Net loss on disposal of Property
and equipment 2 -
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Total adjustments (1,736) (2,935)
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Net cash used for operating activities (1,225) (986)
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Cash flows from investing activities:
Additions to land held for sale or development (88) (235)
Proceeds from the sale of land held for sale
or development 620 3,227
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Net cash (used for) provided by
investing activities 532 2,992
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Cash flows from financing activities:
Proceeds from mortgage notes payable 1,667 -
Principal payments of mortgage
notes payable (622) (1,399)
Decrease in land sales deposits - (272)
Increase in restricted cash (344) (251)
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Net cash used for
financing activities 701 (1,922)
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Net (decrease) increase in cash and cash equivalents 8 84
Cash and cash equivalents at beginning
of period 244 297
--------- --------
Cash and cash equivalents at end of period $ 252 $ 381
========= ========
See Note 3 for non-cash activities.
See Notes to Consolidated Financial Statements
</TABLE>
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - Consolidated Financial Statements
The interim consolidated financial statements for Major Realty
Corporation and its subsidiaries (the "Company") are unaudited and should be
read in conjunction with the financial statements and notes thereto contained
in the Company's Form 10-KSB Annual Report for the year ended December 31,
1994.
In the opinion of management, all adjustments (which include only
normal recurring adjustments except as otherwise disclosed) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods reported herein have been made. Interim financial
statements are not necessarily indicative of the results which may be reported
for the year ended December 31, 1995.
Note 2 - Per Share Data
Per share data is computed by dividing net income (loss) by the
weighted average number of shares of common stock and common stock equivalents
outstanding during each period. Common stock equivalents include shares
issuable on the exercise of stock options net of shares assumed to have been
purchased from the proceeds. For the six months ended June 30, 1995 and 1994,
common stock equivalents have been excluded from the computation since their
effect would be antidilutive.
Note 3 - Land Held for Sale or Development
During February, 1994 the Company sold 4.84 acres of commercial land
located at the intersection of Kirkman Road and Vineland Road near the entrance
to Universal Studios Florida to Bara Investments for $3,618,000. The sales
transaction consisted of $2,125,000 cash plus a 30-day $1,493,000 mortgage
which was paid in full during March, 1994. The net proceeds from the sale were
used for company operations and for the payment of company debt.
(Continued)
4
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 3 - Land Held for Sale or Development (continued)
During October, 1994, the Company signed a $240,000 contract for the
sale of 30,000 square feet of vacant land near the corner of Conroy Road and
Vineland Road in Orlando, Florida. The Buyer has extended closing until
September 1995.
During November, 1994, the Company signed a $2,100,000 contract for the
sale of approximately five acres of vacant land at the northwest intersection
of Major Boulevard and Vineland Road in Orlando, Florida. The Buyer made a
$50,000 deposit which became non-refundable during December, 1994, and the
transaction closed on May 5, 1995. Additional cash in the amount of $650,000
was received at closing and was used to retire company debt and for operations.
The balance of the purchase price, $3,100,000, represented by a promissory
note due in May, 1996 is secured by a first mortgage on the property
sold.
During November, 1994, the Company signed a $925,000 contract for the
sale of 2.26 acres of commercial land located at the northwest corner of the
intersection of Conroy Road and Vineland Road in Orlando. The contract
subsequently was modified to provide for the sale of 1.38 acres of land for a
purchase price of $750,000. The closing is anticipated prior to the end of
August, 1995.
During December, 1994, the Company signed a contract for $2,040,000,
subsequently adjusted to $1,800,000, for approximately 55 acres gross (17 acres
net) of multi-family land located on Vineland Road at the Florida Turnpike in
Orlando. The contract was cancelled in April, 1995 when the Buyer informed
the Company that it was unable to satisfy the conventional financing
contingency.
During January, 1995, the Company signed a $6,280,000 contract for sale
of approximately 10.36 acres of commercial land located at the northeast
intersection of Interstate 4 and Kirkman Road in Orlando. The Buyer made an
additional escrow deposit on April 30, 1995 and the six months "free look"
period expired on July 31, 1995. The closing is set for August 18, 1995,
subject to recording of the plat.
(Continued)
5
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 3 - Land Held for Sale or Development (continued)
During April, 1995, the Company signed a $1,000,000 contract for sale
of 12.95 acres of multi-family land located at the northeast corner of Cason
Cove Road and Mission Road in Orlando. The Contract is scheduled to close
prior to the end of August, 1995 subject to the Buyer's ability to obtain a
conditional use permit for its proposed development.
During June, 1995, the Company executed an agreement for the purchase
of (plus or minus)1.00 acres located at the southeast corner of Vineland Road
and Major Boulevard in Orlando for $350,000. The closing of this transaction
is subject to the Buyer receiving all necessary permits and approvals to
construct a fast food restaurant. The transaction is anticipated to close
prior to the end of August, 1995.
Note 4 - Related Party Transactions
On March 25, 1992, the Company entered into a loan agreement (the "Loan
Agreement") with Valassis Enterprises, L.P. ("Enterprises"), a Delaware limited
partnership controlled by George F. Valassis, a 9.7% shareholder, pursuant to
which Enterprises made a loan in the amount of $3 million, a substantial
portion of which was used by the Company to pay 1991 real estate taxes due on
March 31, 1992. During 1994, the Company made payments on this obligation
aggregating $665,000 including accrued interest of $63,000. Charlotte Drake
Apartments, Inc. ("Apartments"), a Maryland corporation and affiliate of Allied
Domecq Pension Funds, a 6.46% shareholder of the Company, participated in
Enterprises' loan to the Company pursuant to arrangements between it and
Enterprises. There was no contractual relationship between the Company and
Apartments.
On September 1, 1990, the Company entered into a Management and
Advisory Agreement (the "Agreement") with The Major Group, Inc. ("Major Group")
at that time a 51% owned subsidiary of Acceptance Insurance Companies, Inc.
("Acceptance"), f/k/a Stoneridge Resources, Inc., the Company's principal
shareholder, pursuant to which Major Group provided real estate advisory
services, as well as day-to-day managerial and administrative services and
personnel, to the Company.
(Continued)
6
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4 - Related Party Transactions continued:
The Company entered into an agreement for settlement and termination
of the Agreement with Major Group in March, 1992 pursuant to which Major Group
accepted two promissory notes from the Company in the aggregate amount of
$1,515,000 ("Notes"). Interest costs on the Notes were $17,000 for 1994.
During 1994, the Company made payments aggregating $335,000 on the Notes
including accrued interest of $25,000. On September 25, 1992, Major Group
assigned the Notes to Acceptance in connection with the settlement of certain
mortgage notes payable to Acceptance by Major Group and the merger of Major
Group and a wholly-owned subsidiary of Acceptance.
The Company's obligations to Enterprises and Acceptance, as assignee
of Major Group were collateralized by a second mortgage on the Core Area
Commercial property, the International/Republic Drive Area property, and the
Cypress Creek and Lakes Residential Area property, located in Orlando, Florida
(collectively the "Property"). Acceptance also held a third mortgage on the
Property.
During February, 1995, the Company entered into a loan arrangement
with Acceptance Insurance Companies Inc. ("Acceptance") whereby Acceptance
acquired the Company's promissory note and mortgage to Valassis Enterprises,
L.P. of $282,000, including accrued interest, and provided additional funds
which were used to repay two promissory notes in the aggregate amount of
$103,000, including accrued interest, held by Acceptance, fund the interest
reserve of $770,000 on the Bank Mortgage Note, pay real estate taxes in the
amount of $327,000, pay loan closing and extension costs of $75,000 and provide
working capital of approximately $43,000. The aggregate indebtedness to
Acceptance in connection with these transactions is $1,600,000, represented by
a single promissory note due in January, 1996, which provides for interest, at
the rate of twelve percent (12%) per annum, to accrue monthly and be paid at
maturity. Subject to the Company's right to repay the note, the outstanding
principal amount of the note (or any portion thereof), plus accrued but unpaid
interest, is convertible into Common Stock at the option of Acceptance at any
time upon 20 days prior notice, based upon a price per share equal to the
average closing price of the Common Stock during the 30-day period immediately
preceding the date of Acceptance's notice of its election to convert. The note
to Acceptance is collateralized by a second mortgage on substantially all of
the Company's property.
(Continued)
7
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MAJOR REALTY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 4 - Related Party Transactions continued:
On March 26, 1992, the Board of Directors elected David L. Treadwell
("Treadwell") to the Board of Directors and appointed him as Chairman of the
Board and Chief Executive Officer of the Company. The Company entered into an
Employee Lease Agreement with Heritage Network, Incorporated, Mr. Treadwell's
primary employer, pursuant to which the Company agreed to pay Heritage $100,000
per year for Treadwell's services as Chief Executive Officer ("the Annual
Fee"). The Employee Lease Agreement was subsequently amended to defer 75% of
the Annual Fee incurred from April 1, 1994 through March 31, 1995, and Heritage
has agreed informally to continue the deferral until September, 1995. Interest
accrues on the deferred amount at 12% starting December 31, 1994. At June 30,
1995, the Company owed Heritage Network $93,750 under the Employee Lease
Agreement. In addition, the Company reimburses Mr. Treadwell for all
reasonable travel expenses including transportation to and from his home city
of Southgate, Michigan. The Company has also granted Mr. Treadwell options to
purchase 200,000 shares of common stock.
Note 5 - Other
8
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Item 2. - Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS
NET INCOME
The Company recorded a net income of $999,000, or $.14 per share, for
the three months ended June 30, 1995, as compared to a net loss of $308,000, or
($.05) per share, for the same three month period in 1994. The 1995 net income
was derived primarily from the sale of 6.08 acres of commercial land located in
Major Center to Bara Vineland, Inc. for $2,100,000 in May, 1995. The cost
basis of such real property was $561,000, resulting in a net gain to the
Company of $1,369,000. The 1994 net loss was due to the fact the Company had
no land sales during the period.
REVENUES
Substantially all of the Company's revenues for the three months ended
June 30, 1995, were generated by land sales, as described above.
COSTS AND EXPENSES
For the three months ended June 30, 1995, selling, general and
administrative costs were $202,000, as compared to $216,000 during the
comparable period of the prior year. Although certain corporate and
professional expenses increased from the prior year, these were more than
offset by reduced real estate and personal property taxes.
Interest costs for the three months ended June 30, 1995 and June 30,
1994 were $277,000 and $204,000, respectively. For the six months periods
ended June 30, 1995 and June 30, 1994, such costs were $602,000 and $413,000,
respectively. The increase for the three months and six months is due
primarily to an increase in the prime rate and the additional monies advanced
to the Company by Acceptance Insurance Companies Inc. ("Acceptance"). See "Note
4 - Related Party Transactions" to Notes to Consolidated Financial Statements.
9
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FINANCIAL CONDITION AND LIQUIDITY
The Company relies on internal sources of capital to meet its
operating and debt service requirements. Current internal sources of funds are
cash on hand, proceeds from land sales and lease payments. Due to adverse
economic conditions prevalent in the real estate and financial markets,
development activities with respect to the Company's properties have been
significantly reduced, with none of the Company's properties currently
designated for any significant above-ground development activity.
On June 30, 1995, the Company was indebted to Citizens Fidelity Bank
and Trust Company, now known as PNC Bank, Kentucky, Inc. ("PNC"), in the amount
of $7,500,000, under a revolving credit facility. Loan modification agreements
with PNC were executed on January 31, 1995, extending the maturity of this
credit facility until January 31, 1996. A $38,500 fee was paid to the lender
in connection with the extension of the loan facility. The interest rate on
outstanding loans under the facility is prime plus 1.5%. The agreement also
requires the maintenance of adequate reserves to assure that interest
obligations under the extended facility can be met. Under the agreement,
reductions in the outstanding loan balance were deferred pending the
consummation of certain land sales. The Company's indebtedness to PNC is
secured by a first mortgage on substantially all of the Company's property,
including the Chavez Mortgage.
The Company is indebted to Acceptance, a 33% shareholder of the
Company, pursuant to a loan arrangement entered into on February 1, 1995.
Interest on this amount is payable monthly at the rate of prime plus 3.5% per
annum and the loan matures on January 31, 1996. The Company's indebtedness
to Acceptance is secured by a second mortgage on substantially all of the
Company's property. See "Note 4 - Related Party Transactions" to Notes to
Consolidated Financial Statements.
David L. Treadwell, the Company's Chairman of the Board and Chief
Executive Officer, performs services pursuant to an Employee Lease Agreement
with Heritage Network, Incorporated, Mr. Treadwell's primary employer.
Currently, 75% of the $100,000 Annual Fee is being deferred, with interest at
12% on the deferred amounts from December 31, 1994. See "Note 4 - Related
Party Transactions" to Notes to Consolidated Financial Statements.
The Company's operations are dependent upon its ability to generate
sufficient cash flow to meet its obligations and operating costs on a timely
basis. Management believes the Company has sufficient capital to allow it to
continue to meet its obligations through December 31, 1995, if certain property
sales under contract or in negotiation are closed in 1995. Thereafter,
operations will depend upon the Company's ability to obtain additional capital
through joint venture arrangements, additional loans, sales of additional
securities or additional properties, or some combination of the foregoing. The
Company's loan from PNC in the amount of $7.5 million and the loan from
Acceptance in the amount of $1.6 million will be due on January 31, 1996.
There can be no assurance that the Company will be able to secure sufficient
funds to repay or refinance these loans.
10
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In addition to continuing to market properties for sale and to
consider development opportunities, the Company is evaluating the desirability
of acquiring related lines of business or properties to create opportunities
for ongoing operating earnings and future increases in shareholder value.
Given the limited scope of its current activity and lack of personnel
resources, in the event the Company determines to pursue any such acquisitions,
significant changes in the Company's plan of operation for the next twelve
months, including an increase in the number of employees, will result.
The Company's ability to effect any potential acquisition is dependent
upon many factors, primarily the Company's ability to successfully close the
sales of certain properties currently under contract. With the proceeds of
such sales, management believes the Company would have sufficient liquidity to
pursue one or more strategic acquisitions.
11
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PART II - OTHER INFORMATION
Item 5. - Other
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit Description
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3.1 Certificate of Incorporation of the Company, as amended (previously filed as an exhibit to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 and as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987).
3.2 Bylaws of the Company, as amended (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1990).
4 Other instruments, notes or extracts from agreements defining the rights of holders of
long-term debt of the Company or its subsidiaries have not been filed because (i) in each
case the total amount of long-term debt permitted thereunder does not exceed 10% of the
Company's consolidated assets, and (ii) the Company hereby agrees that it will furnish such
instruments, notes and extracts to the Securities and Exchange Commission upon its request.
10.1 Indemnity Agreement dated December 12, 1988, between the Company and James R. Heistand
(previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1988).
10.2 Indemnity Agreements between the Company and Marilyn M. Barnett, Harold J. Bresnan, Warren
M. Cason, Charles L. Knight, Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers,
Joseph H. Thomas, Edward W. Turville, Thomas E. Weaver and Stanley Weintraub. The
Agreements between the Company and Harold J. Bresnan, Warren M. Cason, Charles L. Knight,
Alvin L. Lawing, Jr., Francis E. Sawyer, George A. Smathers, Joseph H. Thomas, Edward W.
Turville, Thomas E. Weaver and Stanley Weintraub are substantially identical in all material
respects to the Agreement between the Company and Marilyn M. Barnett (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1987).
</TABLE>
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<TABLE>
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10.3 Form of Indemnity Agreement between the Company and its directors and certain officers, as
utilized since December 12, 1988, (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1988).
10.4* Salary Continuation Agreement dated November 19, 1986, between the Company and Alvin L.
Lawing, Jr. (previously filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987).
10.5 Agreements dated July 8, 1982, between the Company and Oxford Development Enterprises, Inc.,
as amended (previously filed as an exhibit to Registration Statement Number 2-84680).
10.6 Agreement dated June 16, 1978, between the Company, American Television and Communications
Corporation and others (previously filed as an exhibit to Registration Statement Number
2-84680).
10.7* 1990 Stock Option Plan (previously filed as an exhibit to the Company's Proxy Statement
dated November 6, 1990, relating to the Annual Meeting held on November 30, 1990).
10.8 Promissory Note dated April 30, 1991, given by Major Center, a Joint Venture, a Florida
general partnership (formerly known as The Major-Pru Development Joint Venture), as Maker,
to and in favor of The Prudential Insurance Company of America, as Payee, in the original
principal sum of $31,000,000.00 (previously filed as an exhibit to the Company's Current
Report on Form 8-K dated April 30, 1990).
10.9 Mortgage and Security Agreement securing the Promissory Note, dated April 30, 1990, given by
Major Center, a Joint Venture, a Florida general partnership, as Mortgagor, to and in favor
of The Prudential Insurance Company of America, as Mortgagee, said Mortgage and Security
Agreement being filed in Orange County and Hillsborough County, Florida (previously filed as
an exhibit to the Company's Current Report on Form 8-K dated April 30, 1990).
10.10 Assignment of Leases and Rents dated April 30, 1990, given by Major Center, a Joint Venture,
a Florida general partnership, to and in favor of The Prudential Insurance Company of
America, said Assignment of Leases and Rents being filed in Orange County and Hillsborough
County, Florida (previously filed as an exhibit to the Company's Current Report on Form 8-K
dated April 30, 1990).
10.11 Assumption and Indemnification Agreement dated April 30, 1990, by and between the Company,
MPJV Corporation, a Florida corporation for the benefit of The Prudential Insurance Company
of America, a New Jersey corporation (previously filed as an exhibit to the Company's
Current Report on Form 8-K dated April 30, 1990).
</TABLE>
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<TABLE>
<S> <C>
10.12 Loan Agreement dated as of October 11, 1989, between the Company and Citizens Fidelity Bank
and Trust Company (now known as PNC Bank, Kentucky, Inc.), Louisville, Kentucky (previously
filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December
31, 1989).
10.13 Indemnification Agreement dated April 30, 1990, by and between Major Center, a Joint
Venture, a Florida general partnership, MPJV Corporation, a Florida corporation, and The
Prudential Insurance Company of America, a New Jersey corporation (previously filed as an
exhibit to the Company's Current Report on Form 8-K dated April 30, 1990).
10.14 Mortgage Deed and Security Agreement granted October 11, 1989, by the Company in favor of
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1989).
10.15 Security Agreement dated November 30, 1990, granted by the Company in favor of Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
10.16 Amendment to Loan Agreement, dated as of November 30, 1990, between the Company and Citizens
Fidelity Bank and Trust Company, Louisville, Kentucky (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990).
10.17 Second Amendment to Loan Agreement, dated as of August 29, 1991, between the Company and
Citizens Fidelity Bank and Trust Company, Louisville, Kentucky (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1991).
10.18 Amendment to Mortgage Deed and Security Agreement, dated August 29, 1991, granted by the
Company in favor of Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1991).
10.19 Loan Agreement, dated as of March 25, 1992, between the Company and Valassis Enterprises,
L.P. (previously filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991).
10.20 Agreement for Settlement and Termination of Management and Advisory Agreement, dated as of
March 25, 1992, between the Company and The Major Group, Inc. (previously filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1991).
</TABLE>
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<TABLE>
<S> <C>
10.21 Note, dated March 25, 1992, given by the Company to Valassis Enterprises, L.P., in the
original principal sum of $3,000,000.00 (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991).
10.22 Note, dated March 25, 1992, given by the Company to The Major Group, Inc. in the original
principal sum of $1,000,000.00 (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991).
10.23 Note, dated March 25, 1992, given by the Company to The Major Group, Inc. in the original
principal sum of $514,581.00 (previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).
10.24 Second Mortgage and Security Agreement, dated as of March 25, 1992, given by the Company to
The Major Group, Inc. and Valassis Enterprises, L.P. (previously filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991).
10.25 Third Mortgage and Security Agreement, dated as of March 25, 1992, given by the Company to
The Major Group, Inc. (previously filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1991).
10.26 Hazardous Materials Indemnification Agreement, dated as of March 25, 1992, between the
Company and Valassis Enterprises, L.P. (previously filed as an exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991).
10.27 Hazardous Materials Indemnification Agreement, dated as of March 25, 1992, between the
Company and The Major Group, Inc. (previously filed as an exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1991).
10.28 Citizens Agreement, dated as of March 25, 1992, among the Company, Valassis Enterprises,
L.P., The Major Group, Inc., and Citizens Fidelity Bank and Trust Company (previously filed
as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991).
10.29 Lenders Agreement for Administration of and Joint Action with Respect to Mortgages from
Major Realty Corporation, dated March 25, 1992, among the Company, Valassis Enterprises,
L.P. and The Major Group, Inc (previously filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1991).
</TABLE>
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<TABLE>
<S> <C>
10.30 Agreement Regarding Extension and Modification of Promissory Note dated April 21, 1992, by
and between Major Centre, A Joint Venture, a Florida general partnership, and Prudential
Insurance Company of America (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).
10.31 Agreement Regarding Renewal, Extension and Modification of Mortgage and Security Agreement
dated April 21, 1992, by and between Major Centre, A Joint Venture, a Florida general
partnership, and Prudential Insurance Company of America (previously filed as an exhibit to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992).
10.32 Agreement for Sale and Purchase between Major Centre, a Florida general partnership, the
Company, MPJV Corporation, a Florida corporation, and Universal City Development Partners, a
Florida general partnership (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).
10.33 Second Mortgage and Security Agreement dated June 30, 1992, by Major Centre, a Florida
general partnership, and the Company, in favor of Universal City Development Partners, a
Florida general partnership (previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1992).
10.34* Employee Lease Agreement executed as of the 26th day of March, 1992, between the Company,
Heritage Network Incorporated and David L. Treadwell (previously filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992).
10.35* Employment Agreement between the Company and Gary E. Jahraus dated January 20, 1993
(previously filed as an exhibit to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1992).
10.36 Contract for Sale and Purchase between Major Center, A Joint Venture, formerly known as The
Major-Pru Development Joint Venture, a Florida General Partnership, and Chavez Properties, a
Georgia general partnership, dated February 2, 1993 (previously filed as an exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1992).
10.37 Nonrecourse Purchase Money Mortgage by Chavez Properties-Garrison Channel, Limited
Partnership, a Georgia limited partnership, in favor of Major Center, A Joint Venture, dated
April 26, 1993 (previously filed as an exhibit to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1993).
</TABLE>
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<TABLE>
<S> <C>
10.38 Nonrecourse Purchase Money Promissory Note for $2,750,000 from Chavez Properties-Garrison
Channel, Limited Partnership, a Georgia limited partnership, in favor of Major Center, A
Joint Venture, dated April 26, 1993 (previously filed as an exhibit to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1993).
10.39 Amendment to Mortgage Deed and Security Agreement, dated January 31, 1994, granted by the
Company in favor of PNC Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as an exhibit to the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1993)
10.40 Second Amendment to Mortgage Note, dated January 31, 1994, by the Company and PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as an exhibit to the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1993).
10.41 Third Amendment to Loan Agreement, dated as of January 31, 1994, by the Company and PNC
Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and Trust Company, Louisville,
Kentucky (previously filed as an exhibit to the Company's Amendment No. 1 to Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1993).
10.42 Collateral Assignment of Nonrecourse Purchase Money Promissory Note and Mortgage, dated as
of January 31, 1994, by Major Center, a Florida joint venture partnership, the Company and
PNC Bank, Kentucky, Inc. (previously filed as an exhibit to the Company's Amendment No. 1 to
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1993).
10.43* Consultant Services Agreement, effective April 1, 1994, between the Company and Development
Consultants, Inc. of Orlando (previously filed as Exhibit 10.43 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.44* Amendment No. 1 to Employee Lease Agreement, as of the first day of April, 1994, between the
Company and David L. Treadwell (previously filed as Exhibit 10.44 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.45* Option Agreement, dated as of June 14, 1994, by and between the Company and David L.
Treadwell (previously filed as Exhibit 10.45 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1994).
</TABLE>
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<TABLE>
<S> <C>
10.46* Amendment No. 2 to Employee Lease Agreement, as of January 1, 1995, between the Company and
David L. Treadwell (previously filed as Exhibit 10.46 to the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994).
10.47 Amendment to Citizens Agreement, dated as of the first day of February, 1995, among Valassis
Enterprises, L.P., Acceptance Insurance Companies Inc., the Company and PNC Bank, Kentucky,
Inc., formerly known as Citizens Fidelity Bank and Trust Company (previously filed as
Exhibit 10.47 to the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1994).
10.48 Mortgage Modification and Future Advance Agreement, dated February 1, 1995, between
Acceptance Insurance Companies Inc. and the Company (previously filed as Exhibit 10.48 to
the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.49 Assignment of Mortgage and Other Security Documents, dated January 25, 1995, from Valassis
Enterprises, L.P. to Acceptance Insurance Companies Inc. (previously filed as Exhibit 10.49
to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994).
10.50 Renewal and Consolidation Promissory Note, dated February 1, 1995, made by the Company in
favor of Acceptance Insurance Companies Inc. in the original principal sum of $1,600,000.00
(previously filed as Exhibit 10.50 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).
10.51 Third Amendment to Mortgage Note, dated January 31, 1995, by the Company and PNC Bank,
Kentucky, Inc., formerly Citizens Fidelity Bank and Trust Company, Louisville, Kentucky
(previously filed as Exhibit 10.51 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994).
10.52 Fourth Amendment to Loan Agreement, dated as of January 31, 1995, by the Company and PNC
Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and Trust Company, Louisville,
Kentucky (previously filed as Exhibit 10.52 to the Company's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1994).
10.53 Amendment to Mortgage Deed and Security Agreement, dated January 31, 1995, granted by the
Company in favor of PNC Bank, Kentucky, Inc., formerly Citizens Fidelity Bank and Trust
Company, Louisville, Kentucky (previously filed as Exhibit 10.53 to the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 1994).
</TABLE>
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<TABLE>
<S> <C>
10.54 Purchase Money Mortgage and Promissory Note for $1,310,000 from Bara Vineland, Inc., a
Florida corporation, in favor of Major Realty Corporation, dated May 5, 1995.
10.55 Collateral Assignment of Nonrecourse Purchase Money Promissory Note and Mortgage for
$1,310,000 from Bara Vineland, Inc., a Florida corporation, in favor of Major Realty
Corporation, dated May 5, 1995, to PNC Bank, Kentucky, Inc.
27 Financial Data Schedules (for SEC use only)
</TABLE>
----------------------------------------------------------
* MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.
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(b) Reports on Form 8-K
Report on Form 8-K dated May 1, 1995, announcing the Company
had signed a $1,000,000 contract for sale of approximately
12.95 acres of multi-family land located at the northeast
corner of Cason Cove Road and Mission Road in Orlando. The
Contract is subject to the Buyer obtaining a conditional use
permit for the proposed development. The Contract is
scheduled to close in July 1995 subject to the above. The
Company also announced that a $1,800,000 contract for the sale
of approximately 55 acres gross (17 acres net) of multi-family
land located on Vineland road at the Florida Turnpike in
Orlando has been cancelled. The Buyer was unable to obtain
conventional financing.
Report on Form 8-K dated June 8, 1995, demonstrating that the
Company's capital and surplus as of such date was in excess of
the $1,000,000 required for continued listing on The Nasdaq
SmallCap Market.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
MAJOR REALTY CORPORATION
(Registrant)
August 11, 1995 By: /s/ David L. Treadwell
------------------------------ ----------------------------------
Date David L. Treadwell, Chairman
(Chief Executive Officer and
Principal Financial Officer)
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<PAGE> 1
EXHIBIT 10.54
Prepared By and Return To:
IGAL KNOBLER, P. A.
Broad and Cassel
Barnett Bank Center
P.O. Box 4961
Orlando, Florida 32802-4961
PURCHASE MONEY MORTGAGE
THIS MORTGAGE is executed this 5th day of May, 1995 by BARA VINELAND,
INC., a Florida corporation (the "Mortgagor"), whose mailing address is 5401
South Kirkman Road, Suite 725, Orlando, Florida 32819, to and in favor of MAJOR
REALTY CORPORATION, a Delaware corporation (the "Mortgagee"), whose mailing
address is 5728 Major Boulevard, Suite 306, Orlando, Florida 32819.
IN CONSIDERATION of the aggregate sum set forth in that certain
promissory note of even date herewith, hereinafter described, Mortgagor does
hereby grant, bargain, sell, alien, remise, release, convey and confirm to the
Mortgagee, in fee simple, all that certain property in Orange County, Florida,
described as follows:
SEE EXHIBIT "A"
ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE.
TOGETHER WITH all structures and improvements now and hereafter on
said land, appurtenances, servitudes, rights, ways, privileges, prescriptions,
accretions and advantages which in any was belong to or pertain to the land;
and
TOGETHER WITH all rents, issues, proceeds and profits accruing to and
from said premises; and
TOGETHER WITH all fixtures and accession, equipment, and personal
property contained in or appurtenant to the premises, or which may hereafter
from time to time be placed therein, and any substitutions or replacements
thereof; and
TOGETHER WITH all right, title and interest of the Mortgagor, if any,
now owned or hereafter acquired, in and to any land lying in the bed of any
street, road, or avenue, open or proposed , in front of or adjoining said
premises; and
TOGETHER WITH all other interest of every kind and character which
Mortgagor now has or at any time hereinafter acquires, in, to or concerning the
property described above and, in and to all property, tangible or intangible,
which is used in connection with the operation of
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<PAGE> 2
the premises including, but not limited to, maintenance, service or sales
contracts, licenses, permits, consents or approvals issued by governmental
authorities, if any.
All property and interests described or referred to above will
hereinafter be referred to collectively as the "Mortgaged Premises" or the
"Mortgaged Property."
TO HAVE AND TO HOLD the Mortgage Premises unto the Mortgagee and its
successors and assigns forever.
AND Mortgagor covenants with the Mortgagee that Mortgagor is
indefeasibly seized of the Mortgaged Premises in fee simple, that the Mortgagor
has full power and lawful right to convey the Mortgaged Premises in fee simple,
that the Mortgagor will make such further assurances to perfect the fee simple
title to the Mortgaged Premises in Mortgagee as may reasonably be required, and
that Mortgagor does hereby fully warrant the title to the Mortgaged Premises
except the permitted exceptions as shown on Exhibit "B" attached hereto and
made a part hereof (the "Permitted Exceptions"), and will defend the same
against the lawful claims of all persons whomsoever.
PROVIDED, ALWAYS, that if the Mortgagor shall pay unto the Mortgagee,
its successors or assigns the sum of money mentioned in that certain
Nonrecourse Purchase Money Promissory Note of even date, in the original
principal amount of One Million Three Hundred Ten Thousand and No/100 Dollars
($1,310,000.00), maturing on May 5, 1996 unless extended as provided therein,
and secured hereby, a copy of which is attached hereto as Exhibit "C" and
incorporated herein by reference (the "Note"), and shall pay all other sums
provided to be paid by this Mortgage, and shall perform, comply with and abide
by each and every one of the stipulation, agreements, conditions and covenants
of the Note and of this Mortgage, then this Mortgage and the estate created
hereby shall cease and be null and void and this instrument shall be released
by the Mortgagee, the release preparation and recording costs being the expense
of the Mortgagor.
AND MORTGAGOR COVENANTS AND AGREES AS FOLLOWS:
1. Performance of Obligations. Mortgagor will pay the principal
of the Note as and when the same shall become due and payable, and shall duly
pay, perform, and discharge all of its other obligations created hereunder or
secured hereby.
2. Legal Requirements. Mortgagor shall promptly and faithfully
comply with, conform to, and obey all present and future law, ordinances,
rules, regulations, and requirements of every duly constituted governmental
authority or agent and every Board of Fire Underwriters having jurisdiction, or
similar body exercising similar functions, which may be applicable to the
Mortgaged Premises, or any part thereof, or the use or manner of use,
occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of the Mortgaged Premises, or any part thereof, whether or not
such law, ordinance, rule, order, regulation or requirement shall
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<PAGE> 3
necessitate structural changes or improvements or interfere with the use and
enjoyment of the Mortgaged Premises. Notwithstanding the foregoing, Mortgagor
may, at its own expense, contest by appropriate proceeding any governmental
order so long as Mortgagor shall have furnished such security and in such form
as may be required in the proceedings or as may be reasonably requested by
Mortgagee.
3. Impositions. Mortgagor shall pay and discharge, or cause to
be paid and discharged, prior to delinquency, all taxes, assessments, fees, and
other governmental charges (and any interest or costs with respect thereto) and
all charges for any easement or agreement maintained for the benefit of the
Mortgaged Premises, general and special, ordinary and extraordinary, foreseen
and unforeseen, of any kind and nature whatsoever, that at any time prior to or
after the execution of the Mortgage may be assessed, levied, or imposed upon
the Mortgaged Premises or the rent or income received therefrom or any use or
occupancy thereof (hereinafter the "Impositions"). Mortgagor shall, upon
request, furnish receipted bills to Mortgagee upon receipt by Mortgagor from
the appropriate taxing or other authority, or other evidence reasonably
satisfactory to Mortgagee, evidencing the payment of all Impositions. If any
tax or assessment levied or assessed against the Mortgaged Premises may legally
be paid in installments, Mortgagor shall have the option to pay such tax or
assessments in installments. Notwithstanding the foregoing, Mortgagor may, at
its own expense, after prior written notice to Mortgagee, contest by
appropriate proceedings, promptly initiated and conducted in good faith and
with due diligence, the amount, validity or application, in whole or in part,
of any Imposition if:
A. such proceeding shall suspend the collection thereof
from Mortgagor and from the Mortgaged Premises; and
B. Mortgagor shall have furnished such security and in
such form as may be required in the proceedings or as may be reasonably
requested by Mortgagee.
4. Insurance. Mortgagor shall maintain general liability
insurance upon the Mortgaged Premises in an amount not less than the unpaid
principal balance of the Note, issued by a company or companies licensed to
write insurance in the State of Florida, and satisfactory to Mortgagee. Each
insurance policy shall provide, and the insurer issuing such a policy shall
certify to Mortgagee, that:
A. loss payments will be payable to Mortgagee as its
interest may appear;
B. the interest of Mortgagee shall be insured regardless
of any breach or violation by Mortgagor of any warranties, declarations or
conditions contained in such policy;
C. if such insurance be canceled or materially changed
for any reason whatsoever, such insurer will promptly notify Mortgagee and such
cancellation or change shall
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<PAGE> 4
not be effective as to Mortgagee for thirty (30) days after receipt by
Mortgagee of such notice; and
D. PNC Bank, Kentucky, Inc., shall be named as an
additional insured under such policy.
Mortgagor shall furnish to Mortgagee copies of each such
policy and copies of each renewal policy, not less than thirty (30) days prior
to the expiration of the original policy or preceding renewal policy (as the
case may be). Mortgagor shall furnish Mortgagee with receipts or other
evidence that premiums on the policies have been paid, if requested by
Mortgagee.
5. Care of Premises. Mortgagor shall maintain, preserve, protect
and keep in good order and condition, the Mortgaged Premises and from time to
time shall make all necessary or appropriate repairs, replacements and
improvements thereto. In the event that the Mortgaged Premises or any part
thereof shall be damaged or destroyed by fire or other casualty, Mortgagor
shall immediately notify Mortgagee in writing of such damage or destruction.
Upon the request of Mortgagee, Mortgagor shall, at its sole cost and expense,
commence and diligently continue to restore, repair, replace, rebuild or alter
the Mortgaged Premises as nearly as possible to its value, conditions and
character immediately prior to such damage or destruction.
6. Environmental Hazards. In addition to Mortgagor's covenants
and agreements under Paragraph 5 hereinabove, Mortgagor further covenants and
agrees with Mortgagee that Mortgagor shall not (a) cause or permit the
presence, use, generation, manufacture, production, processing, installation,
release, discharge, emission, storage (including above- and under-ground
storage tanks for petroleum or petroleum products, but excluding small
containers of gasoline used for maintenance equipment or similar purposes which
are not in violation of any Hazardous Materials Laws), treatment, handling, or
disposal of any Hazardous Materials on, under, in or about the Mortgaged
Premises, or in any way affecting or impairing the Mortgaged Premises or which
may form the basis for any present or future claim, demand or action seeking
cleanup of the Mortgaged Premises, or the transportation of any Hazardous
Materials to or from the Mortgaged Premises or (b) cause or exacerbate any
occurrence or condition on the Mortgaged Premises that is in violation of
Hazardous Materials Law.
Mortgagor further agrees at all time to comply fully and in a timely
manner with, and to cause all employees, agents, contractors, and
subcontractors of Mortgagor and any other persons occupying or present on the
Mortgaged Premises to so comply with all applicable federal, state, and local
laws, regulations, guidelines, codes, and other legal requirements relating to
the generation, use, handling, storage, treatment, transport, and disposal of
any Hazardous Materials now or hereafter located or present on or under the
Mortgaged Premises.
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<PAGE> 5
Mortgagor shall promptly notify Mortgagee in writing of: (i) any
enforcement, cleanup, removal or other governmental or regulatory action,
investigation, or any other proceeding instituted, completed or threatened in
connection with any Hazardous Materials; (ii) any suit, cause of action, or any
other claim made or threatened by any third party against Mortgagor or the
Mortgaged Premises relating to damage, contribution, cost recovery,
compensation, loss or injury resulting from any Hazardous Materials; and (iii)
Mortgagor's discovery of any occurrence or condition on any real property
adjoining or in the vicinity of the Mortgaged Premises that could cause all or
any portion of the Mortgaged Premises to be subject to any restrictions on the
ownership, occupancy, transferability or use of the Mortgaged Premises under
Hazardous Materials Law. The provisions of the preceding sentence shall be in
addition to any and all other obligations and liabilities that Mortgagor may
have to Mortgagee under applicable law.
The term "Hazardous Materials," for purposes of this paragraph 6,
includes petroleum and petroleum products (excluding small quantity of gasoline
used in maintenance equipment on the Mortgaged Premises), flammable explosives,
radioactive materials (excluding radioactive materials in smoke detectors),
polychlorinated biphenyls, asbestos in any form that is or could become
friable, hazardous waste, toxic or hazardous substances or other related
materials whether in the form of a chemical, element, compound, solution,
mixture or otherwise including, but not limited to, those materials defined as
"hazardous substances," "extremely hazardous substances," "hazardous
chemicals," "hazardous materials," "toxic chemicals," "air pollutants," "toxic
pollutants," "hazardous wastes," "extremely hazardous waste," or "restricted
hazardous waste" by Hazardous Materials Law. The storage and ordinary use, by
the Mortgagor, its agents and tenants, of cleaning agents and other household
products that are readily available for retail sale shall not be deemed a
violation of this Paragraph, provided such storage and use is in compliance
with law and all manufacturer requirements.
The term "Hazardous Materials Law," for the purpose of this paragraph
6, means any federal, state, or local law, ordinance or regulation or any court
judgment applicable to Mortgagor or to the Mortgaged Premises relating to
industrial hygiene or to environmental or unsafe conditions including, but not
limited to, those relating to the generation, manufacture, storage, handling,
transportation, disposal, release, emission or discharge of Hazardous
Materials, those in connection with the construction, fuel supply, power
generation and transmission, waste disposal or any other operations or
processes relating to the Mortgaged Premises, and those relating to the
atmosphere, soil, surface and ground water, wetlands, stream sediments and
vegetation on, under, in or about the Mortgaged Premises. "Hazardous Materials
Law" also shall include, but not be limited to, the Comprehensive Environmental
Response, Compensation and Liability Act, the Emergency Planning and Community
Right-to-Know Act of 1986, the Hazardous Materials Transportation Act, the
Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Clean
Water Act, the Toxic Substance Control Act, the Safe Drinking Water Act and the
Occupational Safety and Health act, and all regulations adopted in respect to
the foregoing laws.
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7. Conveyances and Other Liens. Except as otherwise set forth
herein, upon the sale, exchange or other transfer of title of the Mortgaged
Premises or any part thereof or any interest therein, or upon sale, exchange,
transfer, assignment or other disposition of any interest in Mortgagor
hereunder, without the written approval of Mortgagee, the full amount of the
debt secured hereby shall immediately become due and payable. Mortgagor shall
not create, incur, or permit to exist any mortgage, pledge, lien, encumbrance,
or charge on, or adverse claim with respect to the Mortgaged Premises, or any
part thereof, or income therefrom other than:
A. liens being contested in good faith and by appropriate
proceedings in the manner permitted by this Mortgage;
B. liens or taxes or assessments not yet delinquent;
C. this Mortgage; and
D. the Permitted Exceptions.
8. Condemnation. Upon obtaining knowledge of the institution, or
the proposed, contemplated or threatened institution, of any proceedings for
the taking of the Mortgaged Premises, or any part thereof, by condemnation or
eminent domain, Mortgagor shall notify Mortgagee of the pendency of such
proceedings. Mortgagor agrees to provide Mortgagee with periodic updates of
the proceedings. Furthermore, it is specifically acknowledged and agreed that
Mortgagor shall not, without the prior written consent of Mortgagee, settle the
proceedings and accept an award which will result in the Mortgagee receiving an
amount of money which is less than the sum payable to Mortgagee under the
Partial Release Agreement (as hereinafter defined) for the portion or portions
of the Mortgaged Premises being condemned.
As additional collateral and further security for the payment of the
indebtedness secured hereby, Mortgagor hereby assigns to Mortgagee all awards
hereafter made by virtue of any exercise of the right of condemnation or
eminent domain by any authority, including any award for damage to or taking of
title to the Mortgaged Premises, or any part thereof, or the possession
thereof, or any right to any easement affecting the Mortgaged Premises or
appurtenant thereto (including any award for any change of grade of streets),
and the proceeds of all sales in lieu of condemnation. At its option,
Mortgagee may collect and receive all such awards and apply the proceeds in any
one or more of the following ways:
A. for the payment of all costs and expenses (including
reasonable attorney's fees and other legal expenses) incurred by Mortgagor or
Mortgagee in connection with collecting such proceeds;
B. to the payment of all accrued and unpaid interest on the
Note; or
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C. to the fulfillment of any of the covenants and agreements
of Mortgagor hereunder.
Mortgagor agrees to execute and deliver such other instruments as
Mortgagee may require to evidence the assignment of all such awards and
proceeds to Mortgagee.
9. Legal Action. If the Mortgagee is made a party to or appears,
either voluntarily or involuntarily, in any action or proceeding affecting the
Mortgaged Premises, the Note, or the validity or the priority of this Mortgage,
then Mortgagor shall, upon demand, reimburse Mortgagee for all costs, expenses
and liabilities incurred by Mortgagee by reason of any such action or
proceeding including reasonable attorneys' fees, whether incurred before,
during, or after such litigation, upon any appellate level, or in any
bankruptcy or insolvency proceedings, and the same shall be secured by this
Mortgage.
10. Events of Default. The occurrence of any of the following
shall constitute an Event of Default hereunder:
A. Default in Payment. Mortgagor shall fail to pay the
principal balance as and when the same shall become due and payable.
B. Breach of Covenant. Mortgagor shall fail to observe
or perform any covenant or agreement made by Mortgagor in or pursuant to this
Mortgage, the note, or any other document evidencing or securing the
indebtedness secured hereby and shall fail to cure such default within five (5)
days after written notice thereof from Mortgagee specifying the nature of the
default; provided, however, that if the default cannot be cured within said
five (5) day period, then Mortgagor shall have such additional time as
Mortgagor reasonably requires to cure the default if Mortgagor has commenced to
cure the default within said five (5) day period and is diligently,
continuously and expeditiously proceeding with said cure.
C. Breach of Warranty. Any representation or warranty
made by the Mortgagor in connection with the loan secured hereby shall be
reasonably determined by the Mortgagee to have been false or misleading in any
material respect as of the date on which the same was made or given.
D. Bankruptcy, Receivership, Insolvency, Etc. If
Mortgagor, or any endorser or guarantor of the Note, makes any assignment for
the benefit of creditors, or a receiver, liquidator, or trustee or Mortgagor,
or of such endorser's or guarantor's property is appointed, or any voluntary or
involuntary petition for bankruptcy, reorganization or arrangement of Mortgagor
or such endorser or guarantor pursuant to the Federal Bankruptcy Act, or any
similar statute is filed, or Mortgagor or such endorser or guarantor (if a
partnership or business association) is dissolved or partitioned, or Mortgagor
or such endorser or guarantor (if a trust) is terminated or it expires.
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11. Remedies. If an Event of Default shall occur and be
continuing, Mortgagee may, at its option:
A. Acceleration. Declare the principal of the Note to
be due and payable immediately, whereupon interest shall begin accruing at the
lesser of (i) fifteen percent (15%) per annum; or (ii) the highest rate
allowable under the laws of the State of Florida.
B. Possession and Use of Mortgaged Premises. If an
Event of Default shall have occurred, Mortgagor, upon demand of Mortgagee,
shall surrender to Mortgagee the actual possession, and if and to the extent
permitted by law, Mortgagee itself, or by such officers or agents as it may
appoint, may enter and take possession of all the Mortgaged Premises, and may
exclude Mortgagor and its agents and employees wholly therefrom, and may have
joint access with Mortgagor to the books, papers and accounts of Mortgagor
relating to the management or operation of the Mortgaged Premises. Upon every
such entering upon or taking of possession, Mortgagee may hold, store, use,
operate, manage and control the Mortgaged Premises and conduct the business
thereof, and from time to time:
(i) make all necessary and proper maintenance,
repairs, renewals and replacements;
(ii) insure or keep the Mortgaged Premises insured;
(iii) manage and operate the Mortgaged Premises and
exercise all the rights and powers of Mortgagor in its name or otherwise, with
respect to the same;
(iv) enter into agreements with others to exercise
the power herein granted Mortgagee;
all as Mortgagee from time to time may determine; and Mortgagee may collect and
receive all the income, revenues, rents, issues and profits of the same,
including those past due as well as those accruing thereafter, and shall apply
the monies so received by Mortgagee in such priority as Mortgagee may determine
to the payment of accrued interest on the Note; the payment of overdue
installments of principal; the cost of insurance, taxes, assessments and other
proper charges upon the Mortgaged Premises or any part thereof; and the
reasonable compensation, expenses and disbursements of the attorneys and agents
of Mortgagee including, but not limited to, costs incurred by Mortgagee in
connection with its taking possession of the Mortgaged Premises.
Mortgagee shall surrender possession of the Mortgaged Premises to
Mortgagor only when all that is due upon such interest and principal
installments and under the terms of this Mortgage, shall have been paid and all
defaults made good. The same right of taking possession, however, shall exist
if any subsequent Event of Default shall occur and be continuing.
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<PAGE> 9
C. Cure by Mortgagee. If the Event of Default can be
cured by the payment of money, Mortgagee shall have the right at any time, at
its sole option, and without waiving or affecting its other remedies hereunder,
to pay such sums of money as may be necessary to cure the default. All sums so
paid, together with interest at the default interest rate and together with all
reasonable costs, charges, attorneys' fees and expenses incurred in connection
with the payment shall be immediately due and payable by Mortgagor and shall be
secured by this Mortgage. Notwithstanding such payments by Mortgagee, the
Event of Default shall be deemed to be continuing until Mortgagee has been
reimbursed by Mortgagor as described herein.
D. Other Remedies. Mortgagee may exercise any other
remedy specifically granted under this Mortgage, or the Note, or the other
instruments securing this Note, as now or hereafter existing in equity, at law,
by virtue of statute, or otherwise;
12. Receiver. If an Event of Default shall have occurred,
Mortgagee, to the extent permitted by law and without regard to the value of
occupancy of the Mortgaged Premises, shall be entitled, as a matter of right if
it so elects, to the appointment of a receiver to enter upon and take
possession of the Mortgaged Premises and to collect all rents, revenues,
issues, income, products and profits thereof and apply the same as the Court
may direct. The receiver shall have all rights and powers permitted under the
laws of the State of Florida and such other expenses including receiver's fees,
attorneys' fees, costs and agent's compensation, incurred pursuant to the
powers herein contained, shall be secured by this Mortgage. The right to enter
and take possession of and to manage and operate the Mortgaged Premises, and to
collect the rents, issues and profits thereof, whether by receiver or
otherwise, shall be cumulative to any other right or remedy hereunder or
afforded by law, and may be exercised concurrently therewith or independently
thereof. Mortgagee shall be liable to account only for such rents, issues and
profits actually received by Mortgagee.
13. Suits to Protect the Mortgaged Premises. Mortgagee shall have
the power and the authority to institute and maintain any suits and proceedings
as Mortgagee may deem advisable;
A. to prevent any impairment of the Mortgaged Premises
by any acts which may be unlawful or in violation of this Mortgage;
B. to preserve or protect its interests in the Mortgaged
Premises; and
C. to restrain the enforcement of or compliance with any
legislation or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of or compliance with
such enactment, rule or order might impair the security hereunder or be
prejudicial to Mortgagee's interest.
9
<PAGE> 10
14. No Waiver.
A. No delay or omission of Mortgagee or of any holder of
the Note to exercise any right, power or remedy accruing upon any Event of
Default shall exhaust or impair such right, power or remedy or shall be
construed to waive any such Event of Default or to constitute acquiescence
therein. Every right, power and remedy given to Mortgagee may be exercised
from time to time and as often as may be deemed expedient by Mortgagee.
B. No Waiver of any default hereunder shall extend to or
affect any subsequent or any other Event of Default then existing or impairing
any rights, powers or remedies consequent thereon. If Mortgagee:
(i) grants forbearance or an extension of time
for the payment of any sums secured hereby;
(ii) takes other or additional security for the
payment of sums secured hereby;
(iii) waives or does not exercise any right granted
in the Note, this Mortgage or any other instruments securing the Note;
(iv) releases any part of the Mortgaged Premises
from the lien of this Mortgage or otherwise changes any of the terms of this
Note, this Mortgage or any other instrument securing the Note;
(v) consent to the filing of any map, plat of the
Mortgaged Premises; or
(vi) makes or consents to any agreement changing
the terms of this Mortgage or subordinating the lien or any charge hereof,
no such act or omission shall release, discharge, modify, change or affect the
original liability under the Note, this Mortgage or otherwise of Mortgagor or
any subsequent purchaser of the Mortgaged Premises or any part thereof, or any
maker, co-maker, endorser, surety or guarantor, nor shall such act or omission
affect, disturb or impair in any manner whatsoever the validity and priority of
the lien of this Mortgage for the full amount of the indebtedness remaining
unpaid together with all other amounts due hereunder. No act or omission of
Mortgagee shall preclude it from exercising any right, power or privilege
herein granted or intended to be granted.
15. Cumulative Remedies. No right, power or remedy conferred upon
or reserved to Mortgagee by the Note, this Mortgage or any other instrument
securing this Note is exclusive of any other right, power or remedy, but each
and every right, power and remedy shall be cumulative and concurrent and shall
be in addition to any other right, power or remedy given
10
<PAGE> 11
hereunder or under the Note or any other instrument securing the Note or now or
hereafter existing at law, in equity, or by statute.
16. Subsequent Owners. In the event the ownership of the
Mortgaged Premises or any part thereof becomes vested in a person other than
Mortgagor, the Mortgagee may without notice to Mortgagor, deal with such
successor or successors in interest with reference to this Mortgage and to the
Note secured hereby in the same manner as with Mortgagor without in any way
discharging or vitiating Mortgagor's liability hereunder or upon the Note.
17. Partial Payment. Acceptance by the Mortgagee of any payment
in an amount less than the amount then due on the Note or due hereunder shall
be deemed an acceptance on account only, and the failure to pay the entire
amount then due shall be and continue to be an Event of Default. At any time
thereafter, until the entire amount then due has been paid, the Mortgagee shall
be entitled to exercise all rights conferred upon it in this Mortgage upon the
occurrence of an Event of Default.
18. Non-Recourse. Notwithstanding anything to the contrary set
forth in this Mortgage, the indebtedness evidenced by this Mortgage shall be
nonrecourse to the Mortgagor. In the event of default by the Mortgagor, the
sole and only recourse of the Mortgagee, its successor or assigns shall be
foreclosure against the Mortgaged Premises and enforcement of rights in the
Mortgaged Premises. It is expressly understood and agreed by the Mortgagee and
by every person now or hereafter claiming any right or security under this
Mortgage that nothing contained herein or in any document executed or to be
delivered in connection herewith shall be construed as creating any personal
liability on the Mortgagor, any officer, agent or employee of the Mortgagor or
any other person related thereto for any indebtedness arising under this
Mortgage, and the Mortgagee shall be deemed to covenant and agree that no
deficiency judgment in any foreclosure proceedings, and no money judgment
separate and apart from any foreclosure proceedings, shall be sought or
rendered against the Mortgagor hereon on account of the execution of this
Mortgage or the Note and the right to seek a deficiency judgment or money
judgment against Mortgagor for any sum of money arising from the Note is hereby
expressly waived by Mortgagee.
19. Further Assurances. Mortgagor agrees that at any time, and
from time to time, after execution and delivery of this Mortgage, it will, upon
the request of Mortgagee, and at Mortgagor's sole expense, execute and deliver
such further documents and do such further acts and things as Mortgagee may
reasonably request in order to fully effect the purposes of this Mortgage and
to subject to the lien of this Mortgage any property intended by the provisions
hereof to be covered hereby.
20. Other Mortgages.
A. If foreclosure proceedings should be instituted on
any mortgage, either superior or inferior to this Mortgage, or if any
foreclosure proceeding is instituted on any lien
11
<PAGE> 12
of any kind, the Mortgagee may, at its option, immediately or thereafter
declare this Mortgage and the indebtedness secured hereby due and payable. If
there is any mortgage superior to this Mortgage, then failure to pay said
mortgage when due and in accordance with its terms or failure to abide by the
terms of said mortgage shall be deemed an Event of Default hereunder. Any
modification of any mortgage superior to this Mortgage or waiver of any
principal or interest payments of any note and mortgage superior to this
Mortgage shall constitute an Event of Default hereunder.
B. To the extent of the indebtedness of the Mortgagor to
the Mortgagee as described herein or secured hereby, the Mortgagee is
subrogated to the lien or liens and to the rights of the owners and holders of
each and every mortgage, lien or other encumbrance on the property described in
Exhibit "A" which is paid and/or satisfied, in whole or in part, out of the
proceeds of the loan described herein or secured hereby. The respective liens
of said mortgages, liens or other encumbrances shall be preserved and shall
pass to and be held by the Mortgagee as security for the indebtedness described
herein or secured hereby, to the same extent that it would have been preserved
and would have been passed to and held by the Mortgagee had it been duly and
regularly assigned to the Mortgagee by a separate assignment, notwithstanding
the fact that the same may be satisfied and canceled of record, it being the
intention of the parties that the same will be satisfied and canceled of record
by the holders thereof at or about the time of the recording of this Mortgage.
21. Estoppel Certificate. Mortgagor shall, within five (5) days
from written demand by the Mortgagee, execute in such form as shall be required
by the Mortgagee, an estoppel Certificate duly acknowledged setting forth the
amount of principal and interest unpaid hereunder and the general status of
this Mortgage. Failure of the Mortgagor to make and deliver the Estoppel
Certificate within the required time shall constitute an Event of Default
hereunder.
22. Security Agreement. To the extent that the Mortgaged Premises
shall be deemed to be personal property, this Mortgage shall serve as "security
agreement" within the meaning of the Uniform Commercial Code as adopted in the
State of Florida. Mortgagor hereby grants to Mortgagee a security interest in
and to all of those portions of the Mortgaged Premises which may ultimately be
held to be personal property. With respect to such personal property,
Mortgagee shall have all rights afforded secured parties by the Uniform
Commercial Code, as adopted in the State of Florida, and as may hereafter be
modified or amended, in addition to, but not in limitation of, the other rights
afforded the Mortgagee hereunder. Mortgagor agrees to make, execute and
deliver to the Mortgagee, in form satisfactory to the Mortgagee, such financing
statements and further assurances as Mortgagee may from time to time consider
reasonably necessary to create, protect and preserve the Mortgagee's security
interest.
23. No Further Encumbrance or Transfer. Upon the further
encumbrance, sale, transfer of exchange of title of the Mortgaged Premises or
any part thereof or any interest therein, or upon the sale, exchange or
transfer of a majority ownership interest in Mortgagor, without the prior
written approval of Mortgagee, such approval to be granted or denied in the
12
<PAGE> 13
sole and unfettered discretion of Mortgagee, the full amount of the debt
secured hereby, together with all interest accrued and unpaid thereon, shall
immediately become due and payable.
24. Fees and Costs. Mortgagor shall pay the costs, charges and
expenses, including attorneys' fees, whether or not suit be brought or not, and
whether incurred before, during or after any litigation or upon any appellate
level, reasonably incurred or paid at any time by the Mortgagee, because of the
failure of the Mortgagor to perform, comply with and abide by each and every
one of the stipulations, agreements, conditions and covenants of the Note and
this Mortgage and shall bear interest at the default interest rate provided
herein.
25. Default Interest. Upon the occurrence of an Event of Default,
the principal amount of the Note, together with all accrued but unpaid
interest, and together with all sums which may have been advanced by Mortgagee
and which are secured hereby, shall bear interest at the lesser of (i) fifteen
percent (15%) per annum or (ii) the highest legal rate permitted within the
State of Florida.
26. Miscellaneous Provisions.
A. Time is of the essence with respect to each and every
covenant, agreement and obligation of Mortgagor under this Mortgage, the Note
and any and all other instruments now or hereafter evidencing, securing or
otherwise relating to the indebtedness secured hereby.
B. Any and all notices, elections or demands permitted
or required to be made under this Mortgage shall be in writing, signed by the
party giving such notice, election or demand, and shall be mailed through the
United States Postal Service, postage prepaid, or an express courier, to the
other party at the address first set forth above, or to such other address as
may have been supplied in writing.
C. Captions of paragraphs contained in this Mortgage are
inserted only as a matter of convenience and in no way define, limit, extend or
describe the scope of this Mortgage or the intent of any provision hereof.
D. This Mortgage has been negotiated, executed and
delivered in the State of Florida and shall be governed by and construed in
accordance with the laws of the State of Florida.
THIS IS A PURCHASE MONEY MORTGAGE
13
<PAGE> 14
IN WITNESS WHEREOF, this Mortgage has been duly executed, delivered
and sealed by the Mortgagor on the day and year first above written.
"MORTGAGOR"
WITNESSES: BARA VINELAND, INC., a Florida
corporation
/s/ Alexander C. Mackinnon By: /s/ Jesse Issa Maali
---------------------------------- --------------------------
Print Name: Alexander C. Mackinnon Jesse Issa Maali
---------------------- Its: Chairman
/s/ Saleesa Miller-Pope
----------------------------------
Print Name: Saleesa Miller-Pope
----------------------
/s/ Alexander C. Mackinnon By: /s/ Rashid A. Khatib
---------------------------------- --------------------------
Print Name: Alexander C. Mackinnon Rashid A. Khatib
---------------------- Its: President
/s/ Saleesa Miller-Pope
----------------------------------
Print Name: Saleesa Miller-Pope (Corporate Seal)
----------------------
14
<PAGE> 15
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 5th day of
May, 1995 by Jesse Issa Maali, as Chairman of Bara Vineland, Inc., a Florida
corporation, on behalf of the corporation. He is personally known to me.
/s/ Saleesa Miller-Pope
------------------------------------
(Signature of Notary Public)
[SEAL] Saleesa Miller-Pope
------------------------------------
(Typed name of Notary Public)
Notary Public, State of Florida
Commission No. CC 120558
----------------------
My commission expires: July 14, 1995
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 5th day of
May, 1995 by Rashid A. Khatib, as President of Bara Vineland, Inc., a Florida
corporation, on behalf of the corporation. He is personally known to me.
/s/ Saleesa Miller-Pope
------------------------------------
(Signature of Notary Public)
[SEAL] Saleesa Miller-Pope
------------------------------------
(Typed name of Notary Public)
Notary Public, State of Florida
Commission No. CC 120558
----------------------
My commission expires: July 14, 1995
15
<PAGE> 16
EXHIBIT "A"
LEGAL DESCRIPTION
A parcel of land being a portion of Block "A" of REPLAT OF MAJOR CENTER UNIT 1,
according to the Plat thereof as recorded in Plat Book 3, Page 32 of the Public
Records of Orange County, Florida, being more particularly described as
follows:
BEGIN at the Northeast corner of Lot 1, MAJOR CENTRE 2, according to
the Plat thereof as recorded in Plat Book 32, Page 61 of the Public Records of
Orange County, Florida, said point also being on the North line of Block "A" of
said REPLAT OF MAJOR CENTER UNIT 1 and being a point on the South right of way
line of Vineland Road; thence run North 89 degrees 44'39" East, along said
North line of Block "A" and said South right of way line of Vineland Road, a
distance of 475.28 feet to the Northeast corner of said Block "A"; thence run
South 00 degrees 15'25" East, along the East line of said Block "A" and along
the Westerly right of way line of Major Boulevard, a distance of 161.82 feet to
a point of curvature of a curve concave Easterly and having a radius of 425.00
feet; thence through a central angle of 30 degrees 53'18" continue along the
East line of said Block "A" and along the Westerly right of way line of Major
Boulevard for an arc distance of 229.12 feet to a point; thence departing the
East line of said Block "A" and the Westerly right of way line of Major
Boulevard, run South 89 degrees 44'39" West, a distance of 354.11 feet; thence
South 00 degrees 15'21" East a distance of 287.96 feet to the most
Northwesterly line of Lake Number 1 of said REPLAT OF MAJOR CENTER UNIT 1;
thence run South 62 degrees 24'34" West, along said Northwesterly line, a
distance of 56.32 feet; thence run North 41 degrees 13'46" West, a distance of
195.34 feet; thence run South 89 degrees 47'00" West a distance of 91.77 feet
to the Southeast corner of said Lot 1, MAJOR CENTRE 2; thence run along the
Easterly line of said Lot 1 the following three courses: North 00 degrees
32'04" West a distance of 376.28 feet; thence run North 89 degrees 44'39" East
a distance of 90.25 feet; thence run North 00 degrees 15'21" West a distance of
170.00 feet to the Point of Beginning.
ALSO DESCRIBED AS:
Lot 1, MAJOR CENTRE 2-A, according to the Plat thereof as recorded in Plat Book
34, Page 65, Public Records of Orange County, Florida.
16
<PAGE> 17
EXHIBIT "B"
PERMITTED EXCEPTIONS
(1) General taxes for the year 1995 and thereafter, not yet due and
payable.
(2) Agreement with the City of Orlando recorded February 27, 1968 in
Official Records Book 1709, Page 813, Public Records of Orange County,
Florida.
(3) Stipulated Settlement Agreement recorded April 16, 1993 in Official
Records Book 4550, Page 3223, Public Records of Orange County,
Florida.
(4) Agreement for Sanitary Sewer Service recorded December 11, 1984 in
Official Records Book 3585, Page 905, Public Records of Orange County,
Florida.
(5) Cross Access Easement Agreement filed February 4, 1994 in Official
Records Book 4694, Page 2679, Public Records of Orange County,
Florida, amended by that certain Amendment to Cross Access Easement
Agreement recorded October 3, 1994 in Official Records Book 4803, Page
2274, Public Records of Orange County, Florida.
(6) Drainage Easement filed February 4, 1994 in Official Records Book
4694, Page 2671, Public Records of Orange County, Florida.
(7) Matters reflected upon the plat of Replat of Major Center Unit 1,
according to the Plat thereof as recorded in Plat Book 3, Page 32,
Public Records of Orange County, Florida.
(8) Matters reflected upon the plat of Major Centre 2-A, according to the
Plat thereof as recorded in Plat Book 34, Page 65, Public Records of
Orange County, Florida.
(9) Riparian and littoral rights, if any, and the title to any portion of
land lying below the natural ordinary high water line of Lake No. 1
are not insured.
17
<PAGE> 18
PURCHASE MONEY PROMISSORY NOTE
$1,310,000.00 Orlando, Florida
May 5, 1995
FOR VALUE RECEIVED, the undersigned, BARA VINELAND, INC., a Florida
corporation (the "Maker"), promises to pay to MAJOR REALTY CORPORATION, a
Delaware corporation, or order, the principal sum of ONE MILLION THREE HUNDRED
TEN THOUSAND AND NO/100 DOLLARS ($1,310,000.00), with interest thereon at the
rate of six percent (6%) per annum, computed on a 360-day year, such principal
and interest to be payable as hereinafter set forth.
If not sooner paid, the entire principal balance, together with all
accrued interest, shall be due and payable on May 5, 1996.
The said principal and interest payment shall be payable in lawful
money of the United States of America at 5728 Major Boulevard, Suite 306,
Orlando, Florida 32819 or at such place as may hereafter be designated by
written notice from the holder to the Maker hereof, on the date and in the
manner described above.
This Note may be prepaid in whole or in part at any time, or times,
without premium or penalty.
The Maker shall be in default of the terms of this Note if the payment
due hereunder is not paid when due.
If default is made in the payment the sums mentioned here or in the
performance of any of the agreements contained in this Note or as contained in
a certain Nonrecourse Purchase Money Mortgage of even date (the "Mortgage"),
then the entire principal sum plus all accrued interest shall, at the option of
the holder thereof, become at once due and collectible without notice, time
being of the essence; and said principal sum and accrued interest shall both
bear interest from such time until paid at the lesser of (i) fifteen percent
(15%) per annum or (ii) the highest rate allowable under the laws of the State
of Florida. Failure to exercise this option shall not constitute a waiver of
the right to exercise the same in the event of any subsequent default.
If this Note goes into default and is placed in the hands of any
attorney for collection, the Maker shall pay all costs, charges and expenses,
including without limitation, attorneys' and paralegals' fees, reasonably
incurred or paid at any time by the Holder, including without limitation, those
incurred at trial, on appeal and in any bankruptcy or insolvency proceedings
and to enforce any judgment, or whether or not suit is brought.
Presentment, notice of dishonor and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof, and each agrees to pay all
reasonable costs and expenses of collection of this Note, including, but not
limited to, reasonable attorneys' fees, whether suit be
1
<PAGE> 19
brought or not, and whether incurred before, during, or after litigation, or
upon any appellate level, if, after maturity of this Note or default hereunder,
counsel shall be employed to collect this Note.
Any notice to Maker provided for in this Note shall be given by
mailing such notice by certified mail, return receipt requested, addressed to
Maker at the address stated below, or to such other address as Maker may
designate by notice to the Note holder. Any notice to the Note holder shall be
given by mailing such notice by certified mail, return receipt requested, to
the Note holder at the address in the fourth paragraph of this Note, or at such
other address as may have been designated by notice to Maker.
All agreements between the undersigned and the holder hereof are
expressly limited so that under no contingency or event whatsoever shall the
amount paid or agreed to be paid to the holder hereof for the use, forbearance
or detention of the money advanced or to be advanced hereunder exceed the
highest lawful rate permissible under the laws of the State of Florida. If
fulfillment of any provision hereof or the Mortgage securing this Note, or any
other agreement referred to herein, or pertaining hereto, at the time
performance of such provision shall be due, shall involve exceeding the limit
of validity prescribed by law which a court of competent jurisdiction may deem
applicable hereto, then the obligation to be fulfilled shall be reduced to the
limit of such validity, and if from any circumstances, the holder hereof shall
ever receive as interest an amount which would exceed the highest lawful rate,
such amount which would otherwise be excessive interest, shall be applied to
the reduction of the unpaid principal balance hereunder and not to the payment
of interest. This provision shall control every other provision of all
agreements between the undersigned and the holder hereof.
This Note is secured by a Purchase Money Mortgage upon real property
in Orange County, Florida (the "Mortgaged Premises"), and this Note is to be
construed according to the laws of the State of Florida. The terms and
conditions of said Purchase Money Mortgage are by reference incorporated
herein.
Notwithstanding anything to the contrary contained herein, the
indebtedness evidenced by this Note shall be totally nonrecourse to the Maker
hereof. In the event of default by the Maker, the sole and only recourse of
the holder, its successors and assigns shall be foreclosure against the
Mortgaged Property (as the term is described in that certain Mortgage of even
date) and enforcement of rights in the Mortgaged Property. It is expressly
understood and agreed by the holder and by every person now or hereafter
claiming any right or security under this Note that nothing contained herewith
shall be construed as creating any personal liability on the Maker, any
officer, agent, or employee of the Maker or any other person related thereto
for any indebtedness arising under this Note, and the holder shall be deemed to
covenant and agree that no deficiency judgment in any foreclosure proceedings
and no money judgment separate and apart from any foreclosure proceedings,
shall be sought or rendered against the Maker hereof on account of the
execution of the Mortgage or this Note and the right to seek a deficiency
judgment or money judgment against Maker for any sum of money arising from the
Note is hereby expressly waived by holder.
2
<PAGE> 20
Upon the sale, exchange or other transfer of title of the Mortgaged
Premises or any part thereof or any interest therein, or upon sale, exchange,
transfer, assignment or other disposition of any interest in Maker hereunder,
without the written approval of the holder, the full amount of the debt secured
hereby with all interest accrued thereon shall immediately become due and
payable. Maker shall not create, incur, or permit to exist any mortgage,
pledge, lien, encumbrance, or charge on, or adverse claim with respect to the
Mortgaged Premises, or any part thereof, or income therefrom other than (a)
liens being contested in good faith and by appropriate proceedings in the
manner permitted by the Mortgage, (b) liens or taxes or assessments not yet
delinquent, (c) the Mortgage, and (d) the Permitted Exceptions.
Whenever used herein, the terms "holder", "Maker" and "payee" shall be
construed in the singular or plural as the context may require or admit.
THIS IS A PURCHASE MONEY PROMISSORY NOTE.
BARA VINELAND, INC., a Florida
corporation
By: /s/ Jesse Issa Maali
----------------------------
Jesse Issa Maali
Its: Chairman
and
By: /s/ Rashid A. Khatib
----------------------------
Rashid A. Khatib
Its: President
(Corporate Seal)
FLORIDA DOCUMENTARY STAMPS
IN THE AMOUNT OF $4,585.00
HAVE BEEN AFFIXED TO THE
MORTGAGE SECURING THIS NOTE.
Maker's Address:
5401 South Kirkman Road
Suite 725
Orlando, Florida 32819
3
<PAGE> 1
EXHIBIT 10.55
Prepared By and Return To:
Igal Knobler, Esquire
Broad and Cassel
Barnett Bank Center
P.O. Box 4961
Orlando, Florida 32802-4961
COLLATERAL ASSIGNMENT OF NONRECOURSE
PURCHASE MONEY PROMISSORY NOTE AND MORTGAGE
THIS COLLATERAL ASSIGNMENT (hereinafter referred to as the
"Assignment") is made as of the 5th day of May, 1995 by MAJOR REALTY
CORPORATION, a Delaware corporation, whose address is 5728 Major Boulevard,
Suite 306, Orlando, Florida 32819-7996 (hereinafter referred to as "Borrower"),
to and in favor of PNC BANK, KENTUCKY, INC., a Kentucky corporation, whose
address is 201 South Orange Avenue, Barnett Plaza, Suite 750, Orlando, Florida
32801 (hereinafter referred to as the "Lender");
W I T N E S S E T H:
WHEREAS, Lender and Borrower entered into that certain Loan Agreement
dated as of October 11, 1989, as modified by that certain Amendment to Loan
Agreement dated as of November 30, 1990, as further modified by that Second
Amendment to Loan Agreement dated as of August 29, 1991, as further modified by
that certain Third Amendment to Loan Agreement dated as of January 31, 1994 and
as further modified by that certain Fourth Amendment to Loan Agreement dated as
of January 31, 1995 (hereinafter together referred to as the "Loan Agreement")
for the purpose of evidencing the terms and conditions subject to which Lender
made a loan to Borrower in the original principal sum of SIXTEEN MILLION AND
NO/100 DOLLARS ($16,000,000.00) (hereinafter referred to as the "Loan"); and
WHEREAS, the Loan is evidenced by that certain Mortgage Note executed
by Borrower to and in favor of Lender dated October 11, 1989, as modified by
that certain Amendment to Mortgage Note dated as of August 29, 1991, as further
modified by that certain Second Amendment to Mortgage Note dated as of January
31, 1994 and as further modified by that certain Third Amendment to Mortgage
Note dated as of January 31, 1995 (hereinafter together referred to as the
"Note"); and
WHEREAS, the Loan is secured by that certain Mortgage Deed and
Security Agreement executed by Borrower to and in favor of Lender dated October
11, 1989 and recorded on October 12, 1989 in Official Records Book 4123, Page
1379, as modified by that certain Amendment to Mortgage Deed and Security
Agreement dated August 29, 1991 and recorded on August 30, 1991 in Official
Records Book 4321, Page 983, as further modified by that certain Notice of
Limitation of Future Advances recorded on March 30, 1992 in Official Records
Book
1
<PAGE> 2
4391, Page 3509, as further modified by that certain Modification of Mortgage
and Security Agreement dated October 5, 1992 and recorded on October 7, 1992 in
Official Records Book 4471, Page 2237, as further modified by that certain
Amendment to Mortgage Deed and Security Agreement dated as of January 31, 1994
and recorded March 1, 1994, in Official Records Book 4705, Page 657, and as
further modified by that certain Amendment to Mortgage Deed and Security
Agreement dated as of January 31, 1995 and recorded February 2, 1995 in
Official Records Book 4851, Page 969, all among the Public Records of Orange
County, Florida (hereinafter together referred to as the "Mortgage"); and
WHEREAS, the Fourth Amendment to Loan Agreement established certain
release prices for the land encumbered by the Mortgage; and
WHEREAS, Borrower has requested that Lender release approximately 5.12
acres of land located in Major Center 2 from the lien of its Mortgage upon
receipt of a partial payment of the release price set forth in Paragraph 3.5 a.
of the Fourth Amendment to Loan Agreement (the "Release Price") for said 5.12
acre parcel; and
WHEREAS, Lender has agreed to release the Property from the lien of
its Mortgage upon receipt of a partial payment of the Release Price and the
delivery of this Assignment.
NOW THEREFORE, for and in consideration of the Premises hereof and of
other good and valuable consideration, Borrower and Lender do hereby covenant,
stipulate and agree as follows:
1. Assignment. Borrower does hereby ASSIGN, TRANSFER, CONVEY,
SET OVER and DELIVER without recourse (except as expressly provided herein)
unto the Lender, its successors and assigns, the following:
a. All of Borrower's right, title and interest in and to
that certain Nonrecourse Purchase Money Promissory Note (hereinafter
referred to as the "Security Note") made by Bara Vineland, Inc., a
Florida Corporation (hereinafter referred to as the "Maker") to and in
favor of Borrower dated May 5, 1995 in the original principal sum of
ONE MILLION THREE HUNDRED TEN THOUSAND AND NO/100 DOLLARS
($1,310,000.00), being due and payable in a single balloon payment at
final maturity on May 5, 1996;
b. All of Borrower's right, title and interest in and to
that certain Nonrecourse Purchase Money Mortgage from Maker to
Borrower dated May 5, 1995 and recorded on May 5, 1995 under Clerk's
Number 5222217 in the Public Records of Orange County, Florida, which
secures the payment of the Security Note, together with all right,
title and interest of the Borrower in and to the property conveyed
thereby, together with all rights and powers of enforcement and
collection thereof and thereunder (hereinafter referred to as the
"Security Mortgage"); the legal
2
<PAGE> 3
description of the lands encumbered by the Security Mortgage is set
forth on Exhibit "A" attached hereto and made a part hereof
(hereinafter referred to as the "Mortgaged Property");
c. The immediate and continuing right to collect and
receive all of the proceeds, income, receipts, revenues, issues and
profits now due or which may become due or to which Borrower may now
or hereinafter become entitled or may demand or claim, arising or
issuing from the Security Note or out of the Security Mortgage or from
or out of the Mortgaged Property, and all rights and claims of any
kind which Borrower may have against the Maker under such Security
Mortgage or any occupants of the Mortgaged Property, (all such moneys,
rights and claims in this paragraph described being hereinafter
referred to as "Proceeds"); and
d. The indebtedness and obligations secured by the
Security Mortgage, and the right to collect and receive all money and
property due under the Security Note and Security Mortgage.
2. Collections by Lender. Although it is the intention of the
Borrower and Lender that this instrument shall be a present assignment, it is
expressly understood and agreed, anything herein contained to the contrary
notwithstanding, that the Lender shall not exercise any of the rights or powers
herein conferred upon Lender until a default shall occur under the terms and
provisions of this Assignment or of the Note, Mortgage, Loan Agreement or Other
Loan Documents (as hereinafter defined). Upon the occurrence of any such
default, the Lender shall be entitled, upon notice to the Maker, to the receipt
of all amounts due and owing pursuant and on account of the Security Note, the
Security Mortgage and the Proceeds assigned hereunder, and this Assignment
shall constitute a direction to and full authority to the Maker to pay all such
amounts to the Lender without proof of the default relied upon.
3. Security Agreement. This Agreement shall constitute a
Security Agreement under the Uniform Commercial Code of the State of Florida.
All those items described in Paragraph 1 above shall be and are hereby granted
by Borrower to Lender as collateral to secure Borrower's payment and
performance of the following obligations (hereinafter referred to as the
"Obligations"):
a. The full and prompt payment by the Borrower when due
of the principal indebtedness and all interest and other sums
evidenced and represented by the Note, together with all accrued
interest and other moneys owing thereon, in accordance with the terms
of the Note;
b. The full and prompt payment and performance by the
Borrower of all of its obligations set forth in the Mortgage; and
3
<PAGE> 4
c. The full and prompt payment and performance by the
Borrower of all of its obligations set forth in the Loan Agreement and
any and all other loan documents executed by Borrower or Lender in
connection therewith (hereinafter together referred to as the "Other
Loan Documents")
4. Payment of Costs and Expenses. This Assignment shall also
secure the full and prompt payment, on demand by the Lender, of any and all
costs and expenses (including reasonable attorneys' fees at the trial and
appellate levels, and whether suit be brought or not), incurred by the Lender
in connection with the Note, Mortgage, Loan Agreement, Other Loan Documents and
this Assignment, including, without limitation, all expenses incurred by Lender
in the protection of the Security Mortgage, the Security Note and Proceeds, the
collection of the indebtedness evidenced by the Note, Mortgage, Loan Agreement
and Other Loan Documents, and the exercise or enforcement of any rights and
remedies available to the Borrower under the Security Mortgage or the Security
Note, and any other document or instrument now or hereafter evidencing,
securing, or otherwise in any way relating thereto, including all costs,
expenses and fees charged or incurred by Lender hereunder. Any such costs and
expenses not paid by Borrower to the Lender on demand of the Lender as
aforesaid shall bear interest at the highest rate allowed by law until paid and
the payment thereof shall be an additional obligation of Borrower hereunder.
5. Events of Default. The Borrower shall be in default and it
shall be deemed an Event of Default hereunder, upon the occurrence of any one
or more of the following events, to-wit: (a) the encumbrance, sale or
disposition or attempted encumbrance, sale or disposition of the Security
Mortgage, the Security Note, or the Proceeds; (b) the levy, seizure or
attachment of or on the Security Mortgage, the Security Note or the Proceeds or
any part thereof; (c) the breach of any warranty or the untruth or material
inaccuracy, whether or not intentional, of any representation made by Borrower
herein; (d) the occurrence of any event of default under the Note, Mortgage,
Loan Agreement or Other Loan Documents; (e) if Borrower shall default in the
payment of any other indebtedness of Borrower to Lender when such payment shall
become due and payable; (f) if Borrower shall consent to any act or omission
by Maker which requires Borrower's consent under the Security Note or Security
Mortgage, without having first obtained Lender's consent thereto (which shall
be granted or withheld only on the same basis as Borrower may be entitled to
grant or withhold its consent, but which in any event shall not be unreasonably
delayed); or (g) an event of default has occurred under the Security Note or
Security Mortgage and Borrower fails to obtain title to the Mortgaged Property
by foreclosure or deed-in-lieu thereof within one (1) year of the maturity date
of the Security Note.
6. Remedies on Default. Upon the occurrence of an Event of
Default, or upon occurrence and during the continuance of an event which, with
the giving of notice or the lapse of time, or both, would be an Event of
Default, Lender, at its option, shall have the complete right, power and
authority hereunder then or thereafter to exercise and enforce any or all of
the following rights and remedies:
4
<PAGE> 5
a. To collect, receive, sue for, attach, levy and
enforce the payment of the Security Note and Security Mortgage, to
give proper receipts, releases and acquittances therefor, and after
deducting all necessary and proper costs and expenses of collection,
as determined by Lender, including reasonable attorneys' fees, to
apply the net proceeds thereof, upon any Obligations secured hereby
and in such order as Lender may determine;
b. To declare the indebtedness evidenced by the Note,
Mortgage, Loan Agreement and Other Loan Documents immediately due and
payable and, at Lender's option, to exercise all of the rights and
remedies accorded to Lender pursuant to law and equity, including, but
not limited to, the rights of a secured party pursuant to Florida
Statutes Chapter 679; and
c. To exercise any and all other rights and remedies
accorded to Lender under the laws of the State of Florida, and in any
other documents evidencing or securing the indebtedness represented by
the Note, Mortgage, Loan Agreement and Other Loan Documents.
7. Lender as Borrower's Attorney-in-Fact. The Borrower hereby
designates, constitutes and appoints the Lender as Borrower's true and lawful
attorney, with full power of substitution, at the sole cost and expense of the
Borrower, but for the sole benefit of the Lender, either in the name of the
Borrower or in the name of the Lender, to ask for, demand, collect, sue for,
enforce the collection of, compromise, receive, receipt and give acquittances
for, and do any and all other things and to take any and all actions with
reference to the Security Mortgage, Security Note and the Proceeds thereof
assigned hereunder as the Lender may deem necessary or desirable in order to
realize upon the Security Mortgage, the Security Note and Proceeds thereof;
including, without limitation, the power to endorse in the name of Borrower to
the order of Lender, or any other person or entity, all checks, drafts, money
orders, notes, acceptances or other instruments of the same or different nature
received in payment or on account of the Security Mortgage, Security Note or
the Proceeds thereof. It is expressly provided, however, that the Lender
shall not have the right or power to do any of the acts or exercise any of the
powers set forth hereinabove unless and until an Event of Default shall have
occurred and be continuing, nor shall the Lender be obligated to do any of the
acts or exercise any of the powers hereinabove authorized or in any way be
responsible for the collection of the Security Mortgage, Security Note or the
Proceeds thereof; but if the Lender in its sole discretion elects to do any act
or exercise any such power during the existence of an Event of Default, it
shall not be accountable for more than it actually receives as a result of such
exercise of power, and it shall not be responsible to Borrower except for
willful misconduct in bad faith. All powers conferred upon the Lender in this
Assignment, including those conferred elsewhere than in this Paragraph are and
shall be deemed to be powers coupled with an interest and shall be irrevocable
so long as this Assignment remains in effect.
5
<PAGE> 6
8. Notification and Recordation. This Assignment shall be
recorded among the Public Records of Orange County, Florida, and a copy hereof
may be mailed by Lender, certified mail, return receipt requested, to Maker.
Borrower agrees to promptly notify Lender of any default under the Security
Note or Security Mortgage and to send copies of any and every notice received
by Borrower from Maker. Borrower agrees to execute and deliver and file such
financing statements and other instruments and documents as may be required by
Lender to effectuate the purposes of this Assignment.
9. No Waiver. The failure of the Lender to avail itself of any
of the terms, covenants and conditions of this Assignment for any period of
time or at any time or times shall not be construed or deemed to be a waiver of
any such right, and nothing herein contained, nor anything done or omitted to
be done by Lender pursuant hereto shall be deemed a waiver by Lender of any of
its rights and remedies hereunder or under the Note, Mortgage, Loan Agreement
or Other Loan Documents, or under the laws of the State of Florida. The right
of the Lender to collect the proceeds of the Security Note and to enforce the
Security Mortgage or any other security therefor may be exercised by Lender,
either prior to, simultaneously with, or subsequent to any action taken
hereunder.
10. Representations of Borrower. In order to induce Lender to
accept this Assignment, Borrower does hereby acknowledge, warrant and
represent to and in favor of Lender: (a) that Borrower is the owner and holder
of the Security Note and the Security Mortgage, which are currently in full
force and effect; (b) that the principal balance due under the Security Note on
the date hereof is ONE MILLION THREE HUNDRED TEN THOUSAND AND NO/100 DOLLARS
($1,310,000.00) and that said indebtedness, with interest from April ___, 1995,
is due from Maker to Borrower in accordance with the terms of the Security
Note, free from any defense, claim, or right to set-off; (c) that Borrower is
unaware of any default under the Security Note or Security Mortgage or any
defense, claim, or right to set-off thereunder; (d) that there are no
modifications or amendments to the Security Note or Security Mortgage, which
represent the entire understanding between Maker and Borrower with respect to
the loan evidenced and secured thereby; and (e) that Borrower shall not change,
amend or modify the terms of the Security Note or Security Mortgage, or grant
any consents or approvals thereunder, without the prior written consent of the
Lender (which may be granted or withheld only on the same basis as that of
Borrower).
11. Term of Assignment. This Assignment shall terminate and
Lender shall execute and deliver to Borrower a written instrument in recordable
form accomplishing and evidencing the termination of this Assignment upon the
earlier of (i) the payment, performance and discharge in full of all of the
obligations of Borrower under the Loan; or (ii) such time as Lender shall have
received the sum of Four Hundred Thousand Dollars ($400,000.00) in payment of
the outstanding balance due on the Release Price for the Mortgaged Property.
Lender hereby agrees that, so long as Borrower is not in default under the
Loan, any payments in excess of the sum of FOUR HUNDRED THOUSAND AND NO/100
DOLLARS
6
<PAGE> 7
($400,000.00) which are received by Lender pursuant to this Assignment shall be
promptly forwarded to Borrower.
12. Foreclosure of Security Mortgage. If an event of default
occurs under the terms of the Security Note or Security Mortgage, Borrower
shall promptly thereafter commence the appropriate proceedings necessary to
re-acquire title to the Mortgaged Property. Borrower shall pay all costs and
expenses incurred in connection with such proceedings and agrees to exercise
good faith, diligent and continuous efforts in its attempt to acquire title to
the Mortgaged Property. If Borrower succeeds in re-acquiring title to the
Mortgaged Property and so long as the Release Price has not been paid in full,
Borrower shall execute a document in form and substance reasonably acceptable
to Lender and Borrower which shall spread the lien of the Mortgage to the
Mortgaged Property, subject only to such title matters as exist as of the date
hereof or those which Lender shall have approved. Upon the filing of the
Mortgage Spreader Agreement, Borrower shall, at its sole cost and expense,
deliver an endorsement to Lender's title insurance policy which shall insure
the spreading of the lien of the Mortgage to the Mortgaged Property.
13. WAIVER OF JURY TRIAL. BY THE EXECUTION HEREOF, BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES, THAT:
(A) NEITHER THE BORROWER NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR
LEGAL REPRESENTATIVE SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING,
COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEDURE ARISING FROM OR BASED UPON THIS
ASSIGNMENT OR ANY DOCUMENT EVIDENCING, SECURING OR RELATING TO THE OBLIGATIONS
OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES HERETO;
(B) NEITHER THE BORROWER NOR LENDER WILL SEEK TO CONSOLIDATE ANY
SUCH ACTION, IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL HAS NOT BEEN OR CANNOT BE WAIVED;
(C) THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED
BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS;
(D) NEITHER THE BORROWER NOR LENDER HAS IN ANY WAY AGREED WITH OR
REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT
BE FULLY ENFORCED IN ALL INSTANCES; AND
7
<PAGE> 8
(E) THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER
INTO THIS TRANSACTION.
14. Notices. All notices, demands or documents of any kind which
Lender may be required or may desire to serve upon Borrower hereunder shall be
sufficiently served by delivering same to Borrower personally or by leaving a
copy of same addressed to Borrower at the address listed on Page 1 of this
Assignment.
15. Successors and Assigns. The terms, covenants, conditions and
warranties contained herein and the powers granted hereby shall run with the
land, shall inure to the benefit of and bind all parties hereto and their
respective heirs, executors, administrators, personal and legal
representatives, successors and assigns, and all mortgagees, lessees,
sub-tenants and assigns of same, and all subsequent owners of the premises
which are the subject of the Security Mortgage and all subsequent holders of
the security Mortgage.
16. Captions. All captions and headings preceding the text of
separate paragraphs of this Assignment are solely for reference purposes and
shall not affect the meaning, construction, interpretation or effect of the
text.
17. Applicable Law. This Assignment shall be governed by and
construed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, this Assignment has been duly executed by the
Lender and Borrower as of the day and year first above written.
Signed, sealed and delivered
in the presence of:
"BORROWER"
/s/ Pauline Perry MAJOR REALTY CORPORATION, a
---------------------------- Delaware corporation
Name: Pauline Perry
----------------------
/s/ Rollanda Brynjulson By: /s/ David L. Treadwell
---------------------------- -------------------------------
Name: Rollanda Brynjulson David L. Treadwell
---------------------- Chairman and C.E.O.
8
<PAGE> 9
STATE OF FLORIDA
COUNTY OF COLLIER
The foregoing instrument was acknowledged before me this 24th day of
April, 1995 by David L. Treadwell, as Chairman and C.E.O. of MAJOR REALTY
CORPORATION, a Delaware corporation, on behalf of the corporation. He is
personally known to me and did not take an oath.
/s/ Pauline Perry
------------------------------------
(Signature of Notary Public)
Pauline Perry
------------------------------------
(Typed name of Notary Public)
Notary Public, State of Florida
Commission No. CC 141721
----------------------
My commission expires: Oct. 18, 1995
(SEAL)
8-A
<PAGE> 10
"LENDER"
/s/ Diane S. Tyre PNC BANK, KENTUCKY, INC., a
---------------------------- Kentucky corporation
Name: Diane S. Tyre
----------------------
/s/ Barbara Beyer By: /s/ Jeffrey S. Horsey
---------------------------- -------------------------------
Name: Barbara Beyer Jeffrey S. Horsey
---------------------- Vice President
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 24th day of
April, 1995 by Jeffrey S. Horsey, as Vice President of PNC BANK, KENTUCKY, INC.,
a Kentucky corporation, on behalf of the corporation. He is personally known to
me and did not take an oath.
/s/ Elizabeth A. Drydey
-------------------------------------
Notary Public
Name: Elizabeth A. Drydey
-------------------------------
Commission No.: CC 268880
---------------------
My Commission Expires: April 6, 1997
--------------
(SEAL)
9
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
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<RECEIVABLES> 4,060
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<CURRENT-ASSETS> 2,448
<PP&E> 67
<DEPRECIATION> 57
<TOTAL-ASSETS> 12,019
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0
0
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<TOTAL-LIABILITY-AND-EQUITY> 12,019
<SALES> 2,010
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<CGS> 561
<TOTAL-COSTS> 641
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