STATEMENT MODIFICATION AND SPREADER AGREEMENT

 

JS 1/4/96, 1/9/96

                                                                    Exhibit 10.9

This Instrument Prepared by:
James Sadock, Jr., Esq.
5550 Glades Road, Suite 100
Boca Raton, Florida  33431

               FUTURE ADVANCE, MORTGAGE, ASSIGNMENT AND FINANCING
                  STATEMENT MODIFICATION AND SPREADER AGREEMENT
                                (Revolving Loan)

      THIS  FUTURE  ADVANCE,   MORTGAGE,   ASSIGNMENT  AND  FINANCING  STATEMENT
MODIFICATION AND SPREADER AGREEMENT (the "Third  Spreader"),  made this ____ day
of  January,   1996,  by  ORIOLE  HOMES  CORP.,  a  Florida   corporation   (the
"Mortgagor"),  having its  principal  place of business at Suite 200, 1690 South
Congress Avenue, Delray Beach, Florida 33445-6327, to OHIO SAVINGS BANK, F.S.B.,
a federal  savings  bank,  f/k/a Ohio Savings  Bank,  an Ohio  corporation  (the
"Mortgagee"), having its principal place of business at Ohio Savings Plaza, 1801
East Ninth Street, Cleveland, Ohio 44114;

                               W I T N E S E T H:
                               ------------------

      WHEREAS,  in  consideration  for a revolving line of credit in the maximum
amount of Ten Million Dollars ($10,000,000.00) (the "Loan") made by Mortgagee to
Mortgagor, Mortgagor has executed and delivered to Mortgagee a certain Revolving
Mortgage Note dated July 13, 1993, in the maximum  principal  amount of the Loan
as aforesaid (the "Original Note");

      WHEREAS, the Original Note is secured by a Mortgage and Security Agreement
(Revolving  Loan) dated July 13, 1993,  from Mortgagor to Mortgagee and recorded
on July 16,  1993,  in  Official  Records  Book 7800,  Page 1590,  of the Public
Records of Palm Beach County,  Florida (the "Mortgage"),  an Assignment of Rents
and Leases and Agreements Affecting Real Estate dated

NOTE TO RECORDER:  DOCUMENTARY STAMPS AND
       PLEASE CROSS REFERENCE TO:
INTANGIBLE TAX ON THE FUTURE ADVANCE NOTE
       OFFICIAL RECORDS BOOK 7800

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($5,000,000) ARE AFFIXED HERETO. DOCUMENTARY
       PAGE 1590, OFFICIAL RECORDS
STAMPS AND INTANGIBLE TAX ON THE FUTURE
               BOOK 7800, PAGE 1617 AND
ADVANCE NOTE ($2,000,000) AND INTANGIBLE
       OFFICIAL RECORDS BOOK 7800,
TAX ON THE DEMAND NOTES ($3,000,000)
               PAGE 1631, PUBLIC RECORDS OF
ARE AFFIXED TO THE AGREEMENT RECORDED IN
       PALM BEACH COUNTY, FLORIDA.
OFFICIAL  RECORDS  BOOK 8897,  PAGE 53,  PUBLIC  RECORDS  OF PALM BEACH  COUNTY,
FLORIDA.  DOCUMENTARY  STAMPS  ON THE  DEMAND  NOTES  ($3,000,000)  ARE  AFFIXED
THERETO.  DOCUMENTARY  STAMPS AND INTANGIBLE  TAX ON THE ORIGINAL  AMOUNT OF THE
ORIGINAL  NOTE  ($10,000,000)  ARE AFFIXED TO THE MORTGAGE  RECORDED IN OFFICIAL
RECORDS BOOK 7800, PAGE 1590, PUBLIC RECORDS OF PALM BEACH COUNTY, FLORIDA.

July 13, 1993,  from  Mortgagor to Mortgagee  and recorded on July 16, 1993,  in
Official Records Book 7800, Page 1617, of said Public Records (the "Assignment")
and a UCC-1 Financing  Statement from  Mortgagor,  as Debtor,  to Mortgagee,  as
Secured Party, and recorded on July 16, 1993 in Official Records Book 7800, Page
1631,  of said  Public  Records  (the  "Financing  Statement"),  each  of  which
encumbers  the land  described  on Exhibit A  attached  thereto  (the  "Original
Land");

      WHEREAS,   by  Mortgage,   Assignment  and  Financing  Statement  Spreader
Agreement  dated May 31, 1995,  from Mortgagor to Mortgagee  recorded on June 6,
1995,  in Official  Records Book 8776,  Page 262, of the Public  Records of Palm
Beach County,  Florida, the lien, charge,  encumbrance,  operation and effect of
the Mortgage,  Assignment and Financing Statement were expanded and spread so as
to encumber and effect the land  described  in Schedule A attached  thereto (the
"First Additional Land");

      WHEREAS, by Future Advance,  Mortgage,  Assignment and Financing Statement
Extension,  Modification  and Spreader  Agreement  dated  August 23, 1995,  from
Mortgagor to Mortgagee  recorded on August 30,  1995,  in Official  Records Book
8897, Page 53, of the Public Records of Palm Beach County, Florida (i) the lien,
charge,  encumbrance,  operation  and  effect of the  Mortgage,  Assignment  and
Financing  Statement  were  expanded and spread so as to encumber and effect the
land described in Schedule A attached  thereto (the "Second  Additional  Land");
(ii) the maturity  date of the Mortgage was extended to July 1, 1997;  and (iii)
the Mortgage was modified

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JS 1/4/96, 1/9/96

to secure an  additional  $5,000,000 of  indebtedness  evidenced by a $1,000,000
Demand  Revolving  Promissory  Note dated August 8, 1995,  a  $2,000,000  Demand
Revolving  Promissory  Note dated  August 15,  1995 and a  $2,000,000  Revolving
Future Advance  Mortgage Note dated August 23, 1995  (collectively,  the "August
Notes")  [the  Original  Note  and  the  August  Notes  were  consolidated  by a
$15,000,000  Consolidated  Revolving  Mortgage  Note dated  August 23, 1995 (the
"First Consolidated Note")];

      WHEREAS,  Mortgagor and Mortgagee have agreed that Mortgagee will increase
the Loan, as heretofore  increased by the August Notes and  consolidated  by the
First  Consolidated  Note,  by  the  maximum  amount  of  Five  Million  Dollars
($5,000,000.00)  (the "Additional Loan") such Additional Loan being evidenced by
a $5,000,000  Revolving Future Advance Mortgage Note (the "Future Advance Note")
of even date  herewith,  executed and delivered to Mortgagee by  Mortgagor,  and
pursuant to Section 4 of the Mortgage,  Mortgagor and Mortgagee have agreed that
said  Additional  Loan shall be secured by the Mortgage (the Loan, as heretofore
increased by the August Notes and consolidated by the First  Consolidated  Note,
and  the  Additional  Loan  are  hereinafter  collectively  referred  to as  the
"Consolidated Loan"); and

      WHEREAS,  Mortgagor  and  Mortgagee  have  agreed to modify the  Mortgage,
Assignment and Financing Statement to expand and spread the lien and encumbrance
of the Mortgage, Assignment and Financing Statement to additional land, pursuant
to the terms and conditions of that certain  Revolving Loan Agreement dated July
13, 1993  between  Mortgagor  and  Mortgagee  as amended by First  Amendment  to
Revolving Loan Agreement  dated August 23, 1995  (together the  "Agreement")  in
order to secure Advances made under the Second  Consolidated  Note  (hereinafter
defined).

      NOW THEREFORE,  in consideration  of the Consolidated  Loan, the premises,
and Ten Dollars ($10.00) and other good and valuable consideration,  the receipt
and  sufficiency of which are hereby  acknowledged,  and intending to be legally
bound, Mortgagor and Mortgagee hereby covenant and agree as follows:

      1.  Recitals.  The aforementioned recitals are true and correct and
are hereby incorporated by this reference.

      2. Existing Indebtedness.  The indebtedness evidenced by the Original Note
and the August  Notes,  as  consolidated  by the First  Consolidated  Note,  was
incurred in good faith for value  received  and as of the date hereof the unpaid
balance of the First Consolidated Note is $15,000,000.00,  and the Mortgagor has
no defenses, counterclaims or offsets thereto.

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JS 1/4/96, 1/9/96

      3.  Consolidation.  Mortgagor and Mortgagee have agreed to consolidate the
Original  Note and the August Notes as  consolidated  by the First  Consolidated
Note and the Future  Advance Note,  and in  furtherance  thereof,  Mortgagor has
executed and delivered to Mortgagee a  Consolidated  Revolving  Mortgage Note of
even  date  herewith  in  the  principal   amount  of  Twenty  Million   Dollars
($20,000,000.00)   (U.S.)  (the   "Second   Consolidated   Note")  which  Second
Consolidated  Note  supercedes and replaces the Original Note, the August Notes,
the First Consolidated Note and the Future Advance Note.

      4.  Modification.  Clause A on the first  page of the  Mortgage  is hereby
superseded, restated and replaced by the following:

      A. In  consideration  for a revolving line of credit in the maximum amount
of Twenty Million Dollars ($20,000,000.00) (U.S.) (the "Loan") made by Mortgagee
to  Borrower,  Borrower  has  executed  and  delivered  to  Mortgagee  a certain
Consolidated  Revolving  Mortgage Note dated  January ___,  1996, in the maximum
principal  amount of the Loan as aforesaid,  payable in full as to principal and
accrued interest on July 1, 1997 (the "Note");

      5. Spreading of Mortgage,  Assignment and Financing  Statement.  The lien,
charge,  encumbrance,  operation  and  effect of the  Mortgage,  Assignment  and
Financing  Statement  shall be and the same are hereby expanded and spread so as
to encumber and effect in addition to the Original Land,  First  Additional Land
and Second  Additional  Land  presently  encumbered  and effected  thereby,  the
additional land owned by Mortgagor and more particularly described on Schedule A
attached hereto (the "Third  Additional  Land").  The incorporation of the Third
Additional Land into the Mortgage, Assignment and Financing Statement shall have
the same force and  effect as if such Third  Additional  Land was  described  in
Exhibit A to the Mortgage, Assignment and Financing Statement at the time of the
execution and delivery thereof to Mortgagee.

      6. Definitions.  (a) All references in the Mortgage to "Land",  "Premises"
and  "Mortgaged  Property,"  and all  references in the Assignment and Financing
Statement  to  "Premises,"  shall be  construed  to refer to the entire real and
personal  property now encumbered  and affected by the Mortgage,  Assignment and
Financing  Statement,  together  with the Third  Additional  Land  described  on
Schedule A attached hereto.

              (b) All  references  in the Mortgage and  Assignment to the "Note"
shall be construed to refer to the Second Consolidated Note.

              (c)  Capitalized  terms not  defined  herein  shall  have the same
meaning as in the Mortgage, the Assignment or the Agreement, as the case may be.

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JS 1/4/96, 1/9/96

      7. Representations and Warranties. Mortgagor represents and warrants that:
(a)(i) Mortgagor is lawfully seized with good and marketable title in fee simple
absolute  to  the  Third  Additional  Land  free  and  clear  of all  liens  and
encumbrances  whatsoever,  except taxes and assessments  general and special not
delinquent, zoning ordinances and except for those matters set forth in Schedule
B attached hereto (hereinafter "Permitted Prior Encumbrances"), and has good and
marketable title to all personal property included in the Third Additional Land,
subject only to the Permitted Prior Encumbrances;  (ii) it has full right, power
and authority to bargain, sell, mortgage and convey the Third Additional Land as
provided  herein and in the  Mortgage;  and (iii) except as  expressly  provided
above,  it will  warrant  and  defend to the  Mortgagee  such title to the Third
Additional  Land and the lien and interest of the Mortgagee  therein and thereon
against all claims and demands  whatsoever and will maintain the priority of the
lien,  and the  security  interest  granted  by,  the  Mortgage  upon the  Third
Additional  Land until the Mortgagor shall be entitled to defeasance as provided
therein.

      (b)  Mortgagor  has full power,  authority and legal right to execute this
Third  Spreader and to keep and observe all of the terms of this Third  Spreader
on Mortgagor's part to be observed or performed, and that, as of the date hereof
(i) the warranties and  representations of Mortgagor  contained in the Agreement
are true, correct and complete in all material respects; (ii) all the covenants,
terms and conditions of the Agreement  remain  satisfied;  and (iii) no Event of
Default,  or event which upon the lapse of time, the giving of notice,  or both,
could become an Event of Default, has occurred under the Agreement.

      (c) The aggregate  principal  obligation  of the Mortgagor  secured by the
Mortgage is Twenty Million and no/100 Dollars  ($20,000,000.00) (U.S.) which sum
(or such lesser  amount as shall have been actually  borrowed by Mortgagor  from
Mortgagee)  shall  be  repaid  in  accordance  with  the  terms  of  the  Second
Consolidated Note.

      (d)  Mortgagor  has not  availed,  is not availing and has no intention to
avail  itself  of the  right  and  opportunity  available  to it  under  Chapter
697.04(1)(b)  Florida  Statutes to file of record a notice  limiting the maximum
principal amount that may be secured under the future advance  provisions of the
Mortgage.   Mortgagor  makes  this  representation  and  warranty  knowing  that
Mortgagee shall rely upon the same in  consideration of the terms and conditions
agreed to herein.

      8. Ratification of Loan Documents.  Mortgagor acknowledges that the Second
Consolidated Note, the Mortgage,  as amended hereby, the Assignment,  as amended
hereby, the Financing Statement, as amended hereby, and any

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JS 1/4/96, 1/9/96

other document or instrument  related  thereto are valid and binding;  and there
are no defenses, set offs or counterclaims  thereto;  nothing herein invalidates
or shall impair or release any covenant, condition,  agreement or stipulation in
the Loan  Documents;  and  Mortgagor  shall perform and comply with and abide by
each of the  covenants,  agreements,  conditions  and  stipulations  of the Loan
Documents as amended hereby.

      9. Limited Modification.  Except to the limited extent expressly set forth
herein, all other terms and provisions contained in the Mortgage, Assignment and
Financing  Statement  remain in full force and effect,  and  nothing  herein and
nothing  done  pursuant  hereto shall affect or be construed to affect the lien,
charge and encumbrance  of, or warranty of title in the Mortgage,  Assignment or
Financing  Statement  nor  the  priority  thereof  over  other  liens,  charges,
encumbrances or conveyances, and the Mortgaged Property (as that term is defined
in the Mortgage),  the real and personal property  described in Exhibit B to the
Financing Statement,  and the Additional  Collateral (as that term is defined in
the  Assignment)  shall remain in all respects  subject to the lien,  charge and
encumbrance  of the Mortgage,  Assignment  and Financing  Statement.  This Third
Spreader constitutes a modification or amendment, and not a novation.

      10.  Miscellaneous.
           --------------

              (a) Recording.  Mortgagor shall promptly cause this Third Spreader
to be filed,  registered or recorded in such manner and in such places as may be
required by any present or future law in order to publish notice of and fully to
protect the lien of the Mortgage  upon,  and the  interest of Mortgagee  in, the
Mortgaged  Property,  and the lien of the  Assignment  upon, and the interest of
Mortgagee  in,  the  Additional  Collateral.  Mortgagor  will  pay  all  filing,
administration and recording fees, and all expenses incident to the preparation,
execution and  acknowledgement of this Third Spreader,  and all Federal,  state,
county and municipal  taxes,  duties,  assessments  and charges now or hereafter
arising  out of or in  connection  with  the  filing,  registration,  recording,
execution and delivery of this Third Spreader,  including without limitation any
and all documentary  stamps and/or  intangible  taxes.  Mortgagor agrees to hold
harmless and indemnify Mortgagee against any liability incurred by reason of the
imposition of any such tax, duty, assessment or charge. Mortgagor shall pay such
sums  immediately  upon receipt of notice of such amounts from the  authority to
which they are due and payable or from  Mortgagee or its  assigns.  In the event
Mortgagor  fails to pay said sums,  Mortgagee  or its assignee may at its option
pay such taxes  and/or  purchase  and affix such  documentary  stamps.  Any such
payment  by  Mortgagee  or its  assignee  shall  be  added  to the  indebtedness
evidenced by the Second Consolidated Note and shall bear interest from the

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JS 1/4/96, 1/9/96

date  advanced  to the date of  recovery  at a rate  equal to the lesser of five
percent  (5%) per  annum  higher  than the rate of  interest  then  accruing  in
accordance with the provisions of the first paragraph of the Second Consolidated
Note or the maximum rate permissible under Florida Law.

              (b)  Severability.  If any one or more of the  provisions  of this
Third Spreader is held to be invalid,  illegal or  unenforceable  in any respect
for any reason, the validity,  legality and enforceability of any such provision
or provisions  in every other  respect and of the  remaining  provisions of this
Third  Spreader  shall not be in any way  impaired,  and each term or  provision
shall be construed to be legal,  valid,  binding and  enforceable to the maximum
extent permitted by law.

              (c) Survival of Covenants,  Representations  and  Warranties.  All
warranties,  representations  and covenants  made by Mortgagor  herein or in any
certificate  or other  instrument  delivered  by it or on its behalf  under this
Third  Spreader  shall be  considered  to have been relied upon by Mortgagee and
shall  survive  regardless  of any  investigation  made by  Mortgagee  or on its
behalf.

              (d) Headings.  Paragraph headings have been inserted in this Third
Spreader as a matter of convenience of reference only;  such paragraph  headings
are not part of this Third Spreader and shall not be used in the  interpretation
of this Third Spreader.

              (e) Governing  Law. This Third  Spreader  shall be governed by and
construed in accordance with the laws of the State of Florida.

              (f) Further  Instruments.  Mortgagor  agrees from time to time, as
may be  reasonably  required by  Mortgagee,  to execute and deliver such further
instruments  and documents and do all matters and things which may be convenient
or  necessary  to more  effectively  and  completely  carry  out  the  intention
herewith.

              (g) Conflicts. In the event of any conflict between the provisions
hereof and of the Mortgage,  Assignment or Financing  Statement,  the provisions
hereof shall govern and control.

      THE MORTGAGOR  AND  MORTGAGEE  EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY  ACTION  OR  PROCEEDING  BASED  UPON,  OR  RELATED  TO,  ANY  ASPECT  OF THE
TRANSACTION  IN  CONNECTION  WITH  WHICH  THIS  DOCUMENT  IS BEING  GIVEN OR ANY
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH SUCH TRANSACTION.  THIS WAIVER
IS KNOWINGLY,  INTENTIONALLY AND VOLUNTARILY MADE BY MORTGAGOR AND MORTGAGEE AND
THE MORTGAGOR AND MORTGAGEE EACH ACKNOWLEDGES THAT NO ONE

                                   - - 139 - -

JS 1/4/96, 1/9/96

HAS MADE ANY  REPRESENTATIONS  OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR
IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.  THE MORTGAGOR  AND  MORTGAGEE  EACH
FURTHER  ACKNOWLEDGES HAVING BEEN REPRESENTED IN CONNECTION WITH THE TRANSACTION
WITH  RESPECT TO WHICH THIS  DOCUMENT  IS BEING  GIVEN AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL,  SELECTED BY ITS OWN FREE WILL, AND THAT IT
HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL.  THE MORTGAGOR
AND  MORTGAGOR  EACH  ACKNOWLEDGES  HAVING READ AND  UNDERSTOOD  THE MEANING AND
RAMIFICATIONS OF THIS WAIVER PROVISION.

      IN WITNESS  WHEREOF,  the Mortgagor  has caused this Third  Spreader to be
executed as of the date first above written.

                                   MORTGAGOR:
Signed and Acknowledged
in the Presence of:
      ORIOLE HOMES CORP.,

                                        a Florida corporation

- -----------------------------
Name Printed:________________

                                        By:_________________________________
                                        Richard D. Levy, Chairman of the

                                        Board and Chief Executive Officer

- -----------------------------
Name Printed:________________

STATE OF FLORIDA         )
                         ) SS:
COUNTY OF                )

                                   - - 140 - -

JS 1/4/96, 1/9/96

      Before me, a Notary  Public in and for said County and State,  on this day
of January,  1996,  personally  appeared the  above-named  Oriole Homes Corp., a
Florida  corporation,  by Richard D. Levy,  its  Chairman of the Board and Chief
Executive  Officer,  who  acknowledged  to me that  he did  sign  the  foregoing
instrument on behalf of said corporation, and that such signing was his free act
and deed as such officer, and the free act and deed of said corporation. Richard
D.  Levy  is  personally  known  to me or  has  produced  __________________  as
identification.

- --------------------------------------------------------------------------------
      Print Name:                                          (SEAL)
- --------------------------------------------------------------------------------
                              Notary Public, State of Florida at Large

      My Commission Expires: ____________________

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JS 1/4/96, 1/9/96

                                   SCHEDULE A
                                   ----------

                        Legal  Description  of the Third  Additional  Land to be
added to the Land previously mortgaged to the Mortgagee.

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JS 1/4/96, 1/9/96

                                   SCHEDULE B
                                   ----------

                          Permitted Prior Encumbrances

                                   - - 143 - - 

Basic Info X:

Name: STATEMENT MODIFICATION AND SPREADER AGREEMENT
Type: Statement Modification and Spreader Agreement
Date: March 31, 1999
Company: ORIOLE HOMES CORP
State: Florida

Other info:

Date:

  • July 16 , 1993
  • May 31 , 1995
  • June 6 , 1995
  • August 30 , 1995
  • August 8 , 1995
  • August 15 , 1995
  • July 13 , 1993
  • August 23 , 1995
  • July 1 , 1997
  • Third Spreader
  • January , 1996

Organization:

  • 1690 South Congress Avenue
  • OHIO SAVINGS BANK , F.S.B.
  • Ohio Savings Plaza , 1801 East Ninth Street
  • Public Records of Palm Beach County
  • Demand Revolving Promissory Note
  • Revolving Future Advance Mortgage Note
  • Consolidated Revolving Mortgage Note
  • First Amendment to Revolving Loan Agreement
  • First Consolidated Note
  • Twenty Million Dollars
  • First Additional Land and Second Additional Land
  • Third Additional Land
  • Third Spreader on Mortgagor
  • Event of Default
  • Second Consolidated Note
  • County and State
  • Oriole Homes Corp.

Location:

  • Esq
  • Boca Raton
  • Delray Beach
  • Cleveland
  • Ohio
  • U.S.
  • Florida Statutes
  • novation
  • State of Florida

Money:

  • Ten Million Dollars
  • $ 10,000,000.00
  • $ 3,000,000
  • $ 1,000,000
  • $ 2,000,000
  • $ 5,000,000.00
  • Ten Dollars
  • $ 10.00
  • $ 15,000,000.00
  • $ 20,000,000.00

Person:

  • James Sadock , Jr.
  • Mortgagor
  • Richard D. Levy

Percent:

  • five percent 5 %