<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission File Number: 1-8073
CV REIT, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-0950354
(State of Incorporation) (I.R.S. EmployerIdentification
No.)
100 Century Boulevard, West Palm Beach, Florida 33417
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 407-640-3155
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Common stock, par value New York Stock Exchange
$.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
This report contains a total of 16 pages.
<PAGE> 2
CV REIT, INC. AND SUBSIDIARIES
PART I. Financial Information
Item 1. Financial Statements
The consolidated financial statements included herein
have been prepared by the registrant, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been
consolidated or omitted pursuant to such rules and regulations;
however, the registrant believes that the disclosures are
adequate to make the information presented not misleading. It is
suggested that these consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in the registrant's annual report on Form 10-K for the
fiscal year ended December 31, 1994.
The consolidated financial statements for the interim
periods included herein, which are unaudited, include, in the
opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial
position and results of operations of the registrant for the
periods presented. The results of operations for interim periods
should not be considered indicative of results to be expected for
the full year.
<PAGE>3
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
==============================
(dollars in thousands)
Mar.31, Dec.31,
ASSETS 1995 1994
------ -------- --------
Investments:
Real estate mortgage notes $103,024 $92,691
Real estate acquired by foreclosure 8,419 8,469
Less allowance for losses (3,531) (3,531)
-------- --------
107,912 97,629
Real estate and investments in real
estate partnerships, net of
accumulated depreciation 5,642 5,689
Investment in Hilcoast Development Corp.
10% Cumulative Preferred Stock - 5,000
-------- --------
Total investments 113,554 108,318
Cash and cash equivalents
(includes $872 and $868 restricted) 2,865 9,998
Short-term investments 2,920 2,920
Other 2,234 1,546
-------- --------
$121,573 $122,782
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities and other credits:
Collateralized Mortgage Obliga-
tions (net of unamortized
discount of $1.1 million) $38,464 $38,908
Accounts payable, accruals and
other liabilities 212 861
Dividends payable 2,416 2,418
Deferred income taxes 8,179 8,179
-------- --------
Total liabilities and other credits 49,271 50,366
-------- --------
Stockholders' equity:
Common stock, $.01 par-shares authorized
10,000,000; outstanding 7,966,621 80 80
Additional paid-in capital 18,490 18,490
Retained earnings 53,732 53,846
-------- --------
Total stockholders' equity 72,302 72,416
-------- --------
$121,573 $122,782
======== ========
See accompanying notes to consolidated financial statements
<PAGE> 4
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
=====================================
(in thousands, except per share data)
Three Months Ended
March 31,
------------------------
1995 1994
--------- ---------
Revenues:
Interest, substantially from
mortgage notes, and dividends $3,039 $3,595
Rent and income from real estate
partnerships 282 253
Reversal of losses - 200
--------- --------
3,321 4,048
--------- --------
Expenses:
Interest 876 1,417
Operating, general and administrative 375 464
Depreciation 33 40
--------- ---------
1,284 1,921
--------- ---------
Net income $2,037 $2,127
========= =========
Net income per common share $0.26 $0.27
========= =========
Dividends declared per common share $0.27 $0.27
========= =========
Average common shares outstanding 7,966,621 7,966,621
========= =========
See accompanying notes to consolidated financial statements
<PAGE> 5
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
===========================================
(in thousands)
Balance at December 31, 1994 $53,846
Net income for the three months
ended March 31, 1995 2,037
Dividends declared (2,151)
-------
Balance at March 31, 1995 $53,732
=======
See accompanying notes to consolidated financial statements.
<PAGE> 6
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
=====================================
(in thousands)
Three Months Ended
March 31,
------------------
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES: --------- --------
Net income $2,037 $2,127
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 33 40
Reversal of losses - (200)
Equity in depreciation of real estate
partnerships 45 45
Write-off of deferred financing costs - 133
------- -------
2,115 2,145
Changes in operating assets and liabilities:
Increase in accrued interest receivable
and other assets (688) (550)
Decrease in accounts payable, accruals
and other liabilities (649) (154)
------- -------
Net cash provided by operating activities 778 1,441
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate mortgage notes (9,450) (7,305)
Collections on real estate mortgage notes 4,117 7,994
Return of principal on GNMA certificates - 774
Other 19 (44)
------- -------
Net cash provided by (used in)
investing activities (5,314) 1,419
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of borrowings (444) (4,404)
Cash dividends paid (2,153) (1,995)
Increase in restricted cash (4) (29)
------- -------
Net cash used in financing activities (2,601) (6,428)
------- -------
Net decrease in unrestricted cash and
cash equivalents (7,137) (3,568)
Unrestricted cash and cash equivalents at
beginning of the quarter 9,130 4,228
------- -------
Unrestricted cash and cash equivalents at
end of the quarter $1,993 $660
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the quarter for interest $873 $1,419
======= =======
Supplemental schedule of non-cash investing and
financing activities:
Increase in real estate mortgage notes in connection
with redemption of the Company's investment in
Hilcoast Development Corp. Preferred Stock $5,000 $ -
======= =======
See accompanying notes to consolidated financial statements.
<PAGE> 7
CV REIT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
==========================================
(1) Investments
(a) Investments in real estate mortgage notes, substantially all
of which are collateralized by real estate located in southeast
Florida, consist of (in thousands):
Mar. 31, Dec. 31,
1995 1994
-------- --------
Hilcoast Development Corp.
("Hilcoast"):
Term Loan $ 27,640 $ 28,345
Lines of Credit 10,030 7,870
Other 12,489 2,952
-------- --------
50,159 39,167
First mortgage installment notes,
with self-amortizing equal
monthly principal and interest
payments due through 2012, with
interest averaging 13%, collateral-
ized by recreation facilities at
three Century Village communities
in West Palm Beach, Boca Raton and
Deerfield Beach, Florida
("Recreation Notes") 43,943 44,096
First mortgage notes, maturing
through 1998, with interest
ranging primarily from
8.9% to 11%, collateralized
principally by real property
in Palm Beach and Broward
Counties, Florida:
Residential 2,640 3,143
Commercial 6,282 6,285
-------- --------
103,024 92,691
Less allowance for losses (62) (62)
-------- --------
Totals $102,962 $ 92,629
======== ========
<PAGE> 8
(b) Hilcoast
Term Loan and Lines of Credit
The Term Loan and the Lines of Credit are principally
collateralized by certain residential and commercial real estate
at the Century Village at Pembroke Pines, Florida adult
condominium project ("Century Village"), including the recreation
facilities at Century Village (the "Pembroke Recreation
Facilities").
The Term Loan bears interest at prime (9% at March 31, 1995)
plus 3%, but in any event not less than 9% nor more than 11%, and
requires specific release prices principally based on sales of
condominium apartments. Provided that the Term Loan has been
reduced to $25 million, by July 31, 1998 it will be converted to
an 11%, fixed rate, 25 year self-amortizing loan providing for
equal monthly payments of principal and interest (the "Permanent
Loan"). The release prices will then be applied to a permanent
reduction of amounts available under the Lines of Credit (see
below). The Permanent Loan may not be prepaid by Hilcoast
without a prepayment penalty and will be collateralized by a
first mortgage on the Pembroke Recreation Facilities.
The Lines of Credit consist of revolving construction loan
commitments aggregating $13 million, of which $7.5 million
matures on July 31, 1998 and bears interest, payable monthly, at
prime plus 3%, but in any event not less than 9% nor more than
11%. The remaining $5.5 million matures through December 31,
1996 and bears interest, payable monthly, at prime plus 3%
through 12.5%. Hilcoast is required to pay commitment fees
ranging from .9% to 1.8% per annum on the unused portion of the
Lines of Credit.
Other
Other notes due from Hilcoast mature variously through July
31, 1998 and bear interest, ranging from prime plus 1/2% through
12.5%. These notes include $9.6 million which arose during the
first quarter of 1995 as follows:
In February 1995, the Company advanced $2 million to
Hilcoast at prime plus 1/2% to enable Hilcoast to
prepay the balance of a note to an unrelated party
which had been guaranteed by the Company, and which is
due on July 31, 1995. In March 1995, the Company
acquired from a bank a $2.7 million note due from
Hilcoast, which bears interest at prime plus 1.5%, is
collateralized by the Pembroke Recreation Facilities,
matures on October 31, 1996, and requires minimum
quarterly principal payments of $300,000. Effective
March 31, 1995, Hilcoast redeemed the $5 million
Preferred Stock owned by the Company. As
consideration, Hilcoast issued a $5 million note,
payable July 31, 1998, with interest at 10%,
collateralized by the Pembroke Recreation Facilities.
<PAGE> 9
(c) Real estate acquired by foreclosure consists of (in
thousands):
Mar.31, Dec.31,
1995 1994
------- -------
Commercial:
Broward County, Florida:
Nine acre office building
site in Dania $ 5,000 $ 5,000
29 acre commercial site
in Miramar 2,563 2,563
Other 600 600
------- -------
Total commercial 8,163 8,163
Residential 256 306
------- -------
8,419 8,469
Less allowance for losses (3,469) (3,469)
------- -------
Totals $ 4,950 5,000
======= =======
(d) Real estate and investments in real estate partnerships
are located in southeast Florida and consist of (in thousands):
Mar.31, Dec.31,
1995 1994
------- -------
Days Inn motel $ 3,654 $ 3,654
Administration Building 765 764
Other 78 82
------- -------
4,497 4,500
Accumulated depreciation (2,104) (2,074)
------- -------
2,393 2,426
45%-50% investments in self-
storage warehouse partnerships 3,249 3,263
------- -------
Totals $ 5,642 $ 5,689
======= =======
<PAGE> 10
(2) Collateralized Mortgage Obligations (CMO's)
The CMO's bear interest at an effective rate of 8.84%, are
collateralized by the Recreation Notes (Note 1(a)) and require
quarterly self-amortizing principal and interest payments through
March 15, 2007.
(3) Commitments and Contingencies
(a) TGI Development, Inc. ("TGI")
In February 1994, a Final Judgment was granted in favor of
the Company, which dismissed TGI's claim of common law fraud
against the Company and struck its punitive damage claim. TGI
sought compensatory damages of approximately $2 million pursuant
to the common law fraud count. In accordance with an agreement
between the parties, in August 1994 the Court entered a judgment
in the amount of $1.1 million in favor of the Company in
connection with a counterclaim filed by the Company against TGI.
The Company has agreed not to attempt execution on that judgment
until completion of TGI's appeal of the Final Judgment on its
claim for compensatory damages. Although the Company believes it
has substantial defenses, the ultimate outcome of this litigation
cannot presently be determined. Accordingly, no provision for
any liability that may result upon final adjudication has been
made in the accompanying financial statements. In management's
opinion, the final outcome of this litigation will not have a
material adverse effect on the Company's financial condition.
(b) Century Plaza
On December 5, 1994, a Complaint was filed in Broward
County, Florida, Circuit Court against the Company seeking a
judicial declaration as to the Plaintiff's obligation to provide
parking areas to members of a religious institution adjacent to a
shopping center in Deerfield Beach, Florida, acquired by the
Plaintiff from the Company for $8 million in 1989 ("Century
Plaza"). The basis for the Complaint is that the Company failed
to advise the Plaintiff that in 1978, a former officer of the
Company had allegedly consented to a limited number of parking
spaces to be allocated to the religious institution.
<PAGE> 11
Should the Court determine that the institution has parking
rights, the Plaintiff seeks recision of the original sales
agreement and the purchase money mortgage note held by the
Company in connection with the sale of Century Plaza, which has
an outstanding principal balance of $6.3 million (the "Century
Plaza Note"). The Plaintiff also seeks restoration of amounts
paid by the Plaintiff to the Company pursuant to the sales
agreement, plus interest thereon, and reconveyance of Century
Plaza to the Company.
The Century Plaza Note was not paid on its December 31, 1994
maturity date and the Company has instituted foreclosure
proceedings. The Company believes it has substantial defenses to
the Complaint; however, the proceedings have just recently
commenced and the final outcome of this litigation cannot be
determined. In management's opinion, the ultimate decision in
this matter will not have a material adverse effect on the
Company's future operations.
(4) Consulting and Advisory Agreement with Hilcoast
Hilcoast provides certain investment advisory, consulting
and administrative services to the Company under a consulting and
advisory agreement, excluding matters relating to Hilcoast's
loans from the Company. The agreement expires on July 31, 1995,
and provides for the payment of $10,000 per month to Hilcoast,
plus reimbursement for all out of pocket expenses. The agreement
may be terminated by Hilcoast upon 180 days notice and by the
Company upon 30 days notice.
<PAGE> 12
Management's Discussion and Analysis of
Results of Operations and Financial Condition
Results of Operations
Funds From Operations
The Company's Funds From Operations generally consists of
net income, excluding reversal of losses, plus depreciation of
real property (including the Company's share of depreciation in
connection with its equity in earnings of unconsolidated
partnerships).
For the quarter ended March 31, 1995, Funds From Operations
was $2,115,000 compared to $2,145,000 for the same quarter of
1994.
The slight reduction in Funds From Operations reflects a
$147,000 decrease in net interest income partially offset by an
$89,000 decline in operating, general and administrative
expenses, principally due to a decline in legal fees.
The decrease in net interest income includes a $345,000 net
reduction during the current first quarter resulting from the
sale of the Company's leveraged GNMA certificate portfolio in
April 1994, partially offset by an approximate $171,000 increase
in interest income earned on the Company's variable rate mortgage
notes receivable, due to increases in the prime rate.
During each of the quarters ended March 31, 1995 and 1994,
the Company declared cash dividends of $.27 per share which
approximates the Company's Funds From Operations during those
periods.
Net Income
During the first quarter ended March 31, 1995, net income
was $2,037,000 as compared to $2,127,000 for the corresponding
quarter in 1994.
The slight decrease in quarterly earnings includes income of
$200,000 recognized in the first quarter of 1994 from a recovery
of previously recorded losses, partially offset by a 1994 write-off
of $133,000 of unamortized deferred financing costs in
connection with a bank loan prepaid during the first quarter of
1994.
<PAGE> 13
Liquidity and Capital Resources
At March 31, 1995, total assets were $121.6 million,
including $103 million in real estate mortgage notes.
Approximately $43.9 million of the real estate mortgage notes
provide for self-amortizing, equal monthly installment payments
through 2012 and are collateralized by recreation facilities
under long-term leases with residents living in the approximately
22,000 apartments at Century
Village adult condominium communities at West Palm Beach,
Deerfield Beach and Boca Raton, Florida ("Recreation Notes").
The operations of these facilities historically have been
profitable and, in the Company's opinion, are not likely to be
affected by adverse economic conditions.
The remaining $59.1 million of real estate mortgage notes
are collateralized by residential and commercial real estate,
generally in southeast Florida, including $50.2 million due from
Hilcoast, principally collateralized by certain real estate at
the Century Village at Pembroke Pines adult condominium community
in Broward County, Florida ("Century Village"), including the
recreation facilities located at Century Village. Of this
amount, approximately $25.2 million is scheduled to be repaid
through July 1998 and the remaining $25 million is scheduled to
be converted by July 1998 to a 25 year, 11%, self-amortizing loan
providing for equal monthly installment payments of principal and
interest, collateralized by a first mortgage on the recreation
facilities at Century Village. At March 31, 1995, 6,351 units
had been sold and delivered at the planned 7,780 unit Century
Village and the backlog of units under contract for future
delivery was 232 units with a sales value of $18 million.
Collections on the Company's real estate mortgage notes may
be affected by the future success of the projects which
collateralize these notes, which may, in turn, be affected by
conditions in the housing and commercial real estate markets.
Operating funds are currently generated from interest income
on mortgage notes and rentals from income producing properties,
including distributions from self-storage warehouse partnerships.
Dividend payments to stockholders, in accordance with the
provisions of the Internal Revenue Code pertaining to real estate
investment trusts, limit the Company from utilizing significant
amounts of income-generated funds for investment purposes.
At March 31, 1995, the outstanding balance of the Company's
Collateralized Mortgage Obligations (the "CMO's") amounted to
$38.5 million (net of unamortized discount of $1.1 million based
on an effective interest rate of 8.84%). The CMO's are
collateralized by the Recreation Notes and require self-amortizing
principal and interest payments through March 2007.
During the term of the CMO's, the Company's scheduled annual debt
service requirement approximates $5.2 million compared to annual
principal and interest payments scheduled to be received under
the Recreation Notes of $6.5 million.
<PAGE> 14
In the past several years, the Company's only new loan
commitments have been in connection with its then existing
borrowers. By the beginning of 1994, the Company had repaid all
of its outstanding borrowings, other than the CMO's, and had
significantly reduced its mortgage loan commitments. During the
remainder of 1994, funds received from the repayment of existing
mortgage notes were generally reinvested in high quality short-term
corporate and government securities. As a result, by year-end 1994,
the Company had accumulated cash and cash equivalents
and short-term investments which aggregated approximately $13
million.
In an effort to realize increased yields, with minimal risk,
during the quarter ended March 31, 1995, the Company made certain
short-term investments in connection with notes due by Hilcoast
to unrelated third parties, totaling $4.7 million (see Note 1(b)
to the Consolidated Financial Statements).
At March 31, 1995, commitments on outstanding real estate
loans consisted of $3 million under the Hilcoast Lines of Credit.
The Company expects to be able to meet these commitments with
internally generated funds, including existing cash balances.
During the first quarter of 1995, the Company's only new loan
commitments consisted of the aforementioned $4.7 million related
to Hilcoast. In addition, see Note 1(b) to Consolidated
Financial Statements for a discussion of Hilcoast's redemption of
the Hilcoast Preferred Stock owned by the Company in exchange for
a $5 million mortgage note. There are currently no material
commitments for capital expenditures.
Inflation
As of March 31, 1995, the Company had no variable interest
rate borrowings; however, the Company's interest-sensitive
mortgage notes receivable amounted to approximately $43 million.
Of this amount, the interest rate on approximately $34 million is
limited to the lower of 11% or prime + 3%. As of March 31, 1995,
the interest rate on those notes had reached the 11% ceiling;
accordingly, in the event of inflation, even if such inflation is
accompanied by rising interest rates, the effect on the Company's
results of operations is not expected to be material.
<PAGE> 15
PART II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
Exhibits:
10(i) Agreement dated February 17, 1995, between CV Reit,
Inc., NewCen Communities, Inc. and Hilcoast Development
Corp.
10(ii) $5.0 million Promissory Note, dated March 31, 1995,
from C.V.P Community Center, Inc. to Hilcoast
Development Corp.
10(iii) Allonge dated March 31, 1995, which assigns the $5.0
million Promissory Note, dated March 31, 1995, from
Hilcoast Development Corp. to CV Reit, Inc.
10(iv) Loan Agreement between C.V.P. Community Center, Inc.
and Lloyds Bank PLC-Miami Agency (N/K/A The Daiwa Bank,
Ltd.), dated November 5, 1986. (Filed under Cover Form
SE).
10(v) First Amendment to Loan Agreement, dated June 6, 1991,
between C.V.P. Community Center, Inc. and The Daiwa
Bank, Ltd. (Filed under Cover Form SE).
10(vi) $10.0 million Promissory Note, dated November 5, 1986,
from C.V.P. Community Center, Inc. to Lloyds Bank PLC.
10(vii) Absolute Assignment of Mortgages, Promissory Note and
Other Security Documents dated March 17, 1995 from The
Daiwa Bank, Ltd. to CV Reit, Inc.
27 Financial Data Schedule
Reports on Form 8-K
The Company was not required to file Form 8-K
during the quarter for which this report is filed.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CV REIT, INC.
________________________________
(Registrant)
May 12, 1995 /s/ Alvin Wilensky
_________________________________
Alvin Wilensky, President
May 12, 1995 /s/ Elaine Kahant
_________________________________
Elaine Kahant, Vice President
and Treasurer
EXHIBIT 10(i)
A G R E E M E N T
This Agreement, dated as of February 17, 1995, is made
between and among NEWCEN COMMUNITIES, INC., a Florida corporation
(hereinafter referred to as "Borrower"), and CV Reit, Inc., a
Delaware corporation, (hereinafter referred to as "Lender") and
Hilcoast Development Corp, a Delaware corporation.
WHEREAS, Lender is desirous of lending an additional
$2,000,000.00 through July 31, 1995 under the existing
Construction Loan (that certain Promissory Note in the original
principal amount of $3,000,000.00/"Mortgages" as referred to in
that certain Second Modification of Existing Notes and Mortgages
recorded in Official Records Book 19737, at Page 647 of the
Public Records of Broward County, Florida) between Lender and the
assignee Borrower (notwithstanding any limitations set forth in
the mortgage), and
WHEREAS, Borrower is willing to accept said
$2,000,000.00 as additional funds tendered pursuant to the
Construction Loan, and
WHEREAS, the parties mutually intend that said
additional funds be utilized by Borrower for the sole purpose of
prepayment of the $2,000,000.00 principal due and payable on July
31, 1995 of that certain Promissory Note dated July 31, 1992 in
the amount of $2,835,000.00 wherein Hilcoast Development Corp.
(the parent corporation of NewCen Communities, Inc.) is the Maker
and Jerry Markowitz, Escrow Agent, is the Payee,
WHEREAS, the parties mutually intend that said funds be
allocated a lesser interest rate through July 31, 1995.
NOW THEREFORE, for and in consideration of $10.00, in
hand paid and other good and sufficient consideration, each party
to the other, the parties intending to be legally bound, agree as
follows:
page 2 of 3
1. Effective February 17, 1995, Lender shall tender and
Borrower shall accept, the sum of $2,000,000.00.
2. From said effective date, through and including July 31,
1995, the interest rate payable by Borrower to Lender on
said sum shall be equal to one-half of one percent (1/2 of
1%) per annum over the prime rate (the prime rate of
interest per annum announced from time to time by the Wall
Street Journal).
3. Commencing August 1, 1995, the interest rate payable by
Borrower to Lender and all other loan terms shall be that
which is declared under the terms and conditions of the
Construction Loan, that certain Restated Loan Agreement,
dated July 31, 1992, and all subsequent agreements related
thereto.
4. This shall not alter the maturity date or the amount of the
line of credit of the Construction Loan or any of its terms,
other than as recited, above.
IN WITNESS WHEREOF, this agreement has been duly
executed as of the date first above written.
BORROWER:
NEWCEN COMMUNITIES, INC.
a Florida corporation
Signed, sealed and
delivered in the By: /s/ Jack Jaiven
presence of: _______________________
Title: Vice President
/s/ Marie LaMazza _______________________
_________________
/s/ Donna K. Wist
_________________
(corporate seal)
page 3 of 3
LENDER:
CV REIT, INC.,
a Delaware corporation
Signed, sealed and
delivered in the By: /s/ ALVIN WILENSKY
presence of: ______________________
Title: President
/s/ Alyce Drakulich ______________________
___________________
/s/ Terri Windle
___________________
(corporate seal)
HILCOAST DEVELOPMENT CORP.,
a Delaware corporation
Signed, sealed and
delivered in the By: /s/ Jack Jaiven
presence of: ___________________________
Title: Exec Vice President
/s/ Marie LaMazza ___________________________
_________________
/s/ Donna K. Wist
_________________ (corporate seal)
EXHIBIT 10(ii)
PROMISSORY NOTE
U.S. $5,000,000.00 March 31, 1995
FOR VALUE RECEIVED, C.V.P. COMMUNITY CENTER, INC.'s, a
Florida corporation (hereinafter referred to as the "Maker"),
promises to pay to the order of HILCOAST DEVELOPMENT CORP., a
Delaware corporation (hereinafter referred to as the "Payee"),
the principal sum of FIVE MILLION AND NO/100 DOLLARS (U.S.
$5,000,000.00), or so much thereof as shall have been advanced by
the Payee to the Maker and shall then be outstanding, together
with interest thereon as hereinafter set forth.
I. Interest. During the period commencing on the date
hereof and ending on and including the Maturity Date of this
Note, the principal balance outstanding hereunder shall bear
interest at the rate of ten percent (10%) per annum computed on
the basis of a 365 day year for the actual number of days
outstanding. Interest computed as aforesaid shall be payable
quarterly in arrears on the first day of each calendar quarter
during the term of this Note, commencing on the first day of
July, 1995.
II. Maturity Date. The Maker agrees to pay the entire
outstanding principal balance of the indebtedness evidenced by
this Note together with all accrued but unpaid interest thereon
on July 31, 1998 (the "Maturity Date").
III. Prepayment. Maker shall have the right to prepay the
indebtedness evidenced by this Note in whole or in part at any
time without penalty or premium.
IV. Mortgage Deed. This Note is being executed and
delivered by Maker to Payee contemporaneously with the execution
and delivery of a certain Mortgage and Security Agreement (the
"Mortgage") bearing even date herewith from Maker, as Mortgagor
to Payee, the other obligations of the Maker to the Payee
(collectively the "Obligations") under the Mortgage and the other
financing agreements (the "Financing Agreements") executed by
Maker to or with Payee in conjunction therewith.
V. Default, Etc. The occurrence of any one or more of the
following events, circumstances, or conditions shall constitute a
default hereunder: (i) failure of the Maker to pay to the Payee
promptly, on the date when the same shall become due (whether at
scheduled maturity, upon acceleration or otherwise) any part of
the Obligations including, but not limited to, any installment of
interest or any other fees or charges due under this Note or any
other instrument evidencing or securing the Obligations and the
continuation of
DOCUMENTARY STAMP TAXES ON THIS NOTE HAVE BEEN PAID AND
AFFIXED TO THE MORTGAGE SECURING SAME
such failure to pay for a period of ten (10) days; or (ii) the
occurrence of any other default under this Note, the Mortgage,
the Financing Agreements or any other document, instrument,
agreement or security agreement executed by Maker to or with
Payee in conjunction herewith and/or therewith and the
continuation of such default following the giving of any notice
and/or the expiration of any grace period which may be required
and/or provided for herein or therein; or (iii) the occurrence of
any default under any mortgage which is or may be prior to the
lien of the Mortgage; or (iv) the filing or institution by or
against Maker of any petition or proceeding under any state or
federal bankruptcy, insolvency or other similar law, statue,
etc.; or (v) [intentionally deleted]; or (vi) the failure,
refusal or neglect on the part of Maker, promptly following the
acquisition thereof by Maker, to subject to the lien of the
mortgage and Financing Agreements any real property hereafter
added to, and/or included as a part of, the "Demised Premises"
referred to in those certain Long Term Leases between Maker, as
"Lessor", and various condominium unit owners within the Century
Village project in Pembroke Pines, Florida, as "Lessees" or
"Individual Lessees", (it being understood and agreed that the
lien of the Mortgage and Financing Agreements as it relates to
such additional property must be equal in priority to the lien of
the Mortgage and Financing Agreements as relates to the property
encumbered thereby as of the date hereof), and the continuation
of such failure, refusal or neglect for a period of thirty (30)
days following written notice from Payee to Maker, provided,
however, that if Maker shall be unable to cause such additional
property to be subjected to such lien of the Mortgage and
Financing Agreements within such thirty (30) day period, then
Maker shall not be deemed to be in default hereunder so long as
Maker shall have commenced diligent efforts prior to the
expiration of such thirty (30) day period to cause such
additional property to be subjected to such lien, and shall
thereafter continue such efforts to completion. Upon or at any
time after the occurrence of any such default, the indebtedness
evidenced by this Note and/or any note(s) or other obligation(s)
which may be taken in renewal, extension, substitution, or
modification of all or any part of the indebtedness evidenced
hereby and all other Obligations of the Maker to the Payee,
howsoever created and existing, shall immediately become due and
payable without demand upon or notice to the Maker, and the Payee
shall be entitled to exercise the other remedies set forth in the
Mortgage, the Financing Agreements or as provided by law.
VI. Interest on Delinquent Payments. In the event that
Maker shall fail to pay any installment of interest hereunder
within four (4) business days following the date upon which such
installment shall have first become due and payable, then, in
such event, in addition to any and all other rights and remedies
available to Payee hereunder, Payee shall be entitled to receive
from Maker, and Maker shall be obligated to pay to Payee,
interest on such unpaid installment computed from the original
due date of such installment at the rate set forth in Paragraph I
above, provided, however, that upon and following the occurrence
of any default under this Note (including any default resulting
from the continuation of Maker's failure to pay any installment
of interest following the expiration of the ten (10) day grace
period referred to in Clause (i) of Paragraph V above), interest
on such unpaid installment of interest and on the outstanding
principal balance of the indebtedness evidenced by this Note
shall be computed at the Default Rate set forth in Paragraph XIII
below.
VII. Setoff, Etc. Upon the occurrence and during the
continuance of any default hereunder, the Payee is authorized,
without notice to the Maker (the giving of notice being expressly
waived by the Maker) to set off and apply any indebtedness owing
by the Payee to the Maker against the indebtedness evidenced by
this Note, although such indebtedness then be contingent or
unmatured. The Payee agrees to notify the Maker after any such
setoff and application; provided, however, the failure to give
such notice shall not affect the validity of such setoff and
application. The rights of the Payee under this Paragraph VII
are in addition to other rights and remedies which the Payee may
have.
VIII. Transfer of Note, Etc. The Payee may transfer this
Note and deliver to the transferee(s) all or any of the property
then held by the Payee as security for the indebtedness evidenced
by this Note and the transferee(s) shall thereupon become vested
with all the powers and rights herein given to the Payee with
respect thereto; and the Payee shall thereafter be forever
relieved and fully discharged from any liability or
responsibility in the matter, but the Payee shall retain all
rights and powers hereby given with respect to any property not
so transferred.
IX. Waiver of Presentment, Etc. The Maker hereby waives
presentment for payment, demand, notice of dishonor and protest
and agrees that (a) any Collateral, lien and/or right of setoff
securing any indebtedness evidenced by this Note may, from time
to time, in whole or in part, be exchanged or released, and any
person liable on or with respect to this Note may be released--
all without notice to or further reservations of rights against
the Maker, and endorser, surety or guarantor and all without in
any way affecting or releasing the liability of the Maker, any
endorser, surety or guarantor, and (b) none of the terms or
provisions hereof may be waived, altered, modified or amended
except as the Payee may consent thereto in writing.
X. Expenses, Etc. The Maker hereby agrees to pay all out-
of-pocket costs and expenses, including reasonable attorneys'
fees, incurred by the Payee in the collection of the indebtedness
evidenced by this Note or in enforcing any of the rights, powers,
remedies, and privileges of the Payee hereunder whether or not
suit be brought.
XI. Place of Payment, Etc. Both principal and interest of
this Note shall be payable in lawful currency of the United
States of America to the Payee at 13460 Southwest 10th Street,
Pembroke Pines, Florida 33027, or such other address designated
by Holder from time to time, in immediately available funds
without deduction for or on account of any present or future
taxes, duties or other charges levied or imposed on this Note,
the proceeds hereof, or on the Maker or holder hereof by any
government, or any instrumentality, authority or political
subdivision thereof. The Maker agrees, upon the request of the
Payee, to pay all such taxes (other than taxes on or measured by
net income of the holder thereof), duties, and other charges in
addition to the principal and interest evidenced by this Note.
XII. Maximum Interest Rate, Etc. Nothing contained in this
Note or any other instrument between the parties hereto shall be
deemed to establish or require the payment of a rate of interest
in excess of the lesser of (a) twenty-four and five-tenths
percent (24.5%) per annum or (b) the maximum lending rate now or
at any time hereafter permitted to be charged on similar loans or
extensions of credit made by any lender or creditor in the State
of Florida ("Maximum Rate"). In the event that the rate of
interest so contracted to be paid should exceed the Maximum Rate,
whether as a result of its terms, or as a result of a court of
competent jurisdiction interpreting this Note so as to include
Conditional Interest as interest for the purposes of usury, or as
a result of fluctuation, acceleration of the maturity hereof or
otherwise, the rate of interest to be paid hereunder shall be
automatically reduced to the Maximum Rate and so much of any
interest reserved, charged or taken as would cause the same to
exceed the Maximum Rate shall be deemed not to be a credit
against interest but rather a payment on account of and be
automatically credited against outstanding principal evidenced
hereby regardless of how the same may appear on the Payee's or
the Maker's books or records or any memoranda of whatever nature
evidencing the same; provided, however, no such application shall
operate to cure or as a waiver of any event of default
occasioning acceleration.
XIII. Default Rate, Etc. Following the occurrence and
during the continuance of any default hereunder, accrued interest
and outstanding principal shall bear interest at an annual rate
equal to the lesser of:
(a) the maximum lending rate then permitted under
Florida law; or
(b) the greater of:
(i) the "Wall Street Journal Prime Rate" (as said
term is hereinafter defined) plus five
percent (5%) per annum; or
(ii) fifteen percent (15%) per annum.
As used herein, the term "Wall Street Journal Prime Rate"
shall mean and refer to the so-called prime rate of interest as
published by the Wall Street Journal from time to time. In the
event that the Wall Street Journal shall cease to be published or
shall cease to publish the prime rate of interest, then, in such
event, the term "Wall Street Journal Prime Rate" shall be deemed
to mean and refer to the prime rate of interest, as published by
any other publication selected by the holder of this Note in the
exercise of such holder's reasonable discretion.
XIV. Governing Law, Etc. This Note was executed and
delivered by Maker to Payee in the state of Florida. The Maker
agrees that this Note shall be deemed to have been made under and
shall be governed by the laws of the State of Florida in all
respects, including matters of construction, validity, and
performance. If any provision of this Note shall be deemed
unenforceable under applicable law, such provision shall be
ineffective, but only to the extent of such unenforceability,
without invalidating the remainder of such provision or the
remaining provisions of this Note. All of the terms and
provisions of this Note shall be applicable to and be binding
upon each and every maker, endorser, surety, guarantor, all other
persons who are or may become liable for the payment of the
indebtedness evidenced hereby and their heirs, personal
representatives, successors or assigns (provided, however, this
reference to "assigns" shall not be deemed or construed to
authorize or permit any assignment by the Maker).
C.V.P. COMMUNITY CENTER, INC.,
a Florida Corporation
By: /s/ Jack Jaiven
____________________________________
Jack Jaiven, Vice President
(CORPORATE SEAL)
EXHIBIT 10(iii)
ALLONGE
THIS ALLONGE IS ANNEXED TO AND FORMS A PART OF THAT CERTAIN
PROMISSORY NOTE DATED MARCH 31, 1995 IN THE PRINCIPAL AMOUNT OF
U.S. $5,000,000.00 EXECUTED BY C.V.P. COMMUNITY CENTER, INC., AS
"MAKER", IN FAVOR OF HILCOAST DEVELOPMENT CORP., AS "PAYEE".
For value received, HILCOAST DEVELOPMENT CORP., a Delaware
corporation ("ASSIGNOR"), does hereby assign, transfer and set
over unto CV REIT, INC., a Delaware corporation ("ASSIGNEE"), all
of ASSIGNOR'S rights, title and interest in, to and under that
certain Promissory Note dated the 31st day of March, 1995 in the
principal amount of FIVE MILLION AND NO/100 DOLLARS (U.S.
$5,000,000.00), which said Promissory Note was made, executed and
delivered by C.V.P. COMMUNITY CENTER, INC., a Florida
corporation, as "MAKER", in favor of ASSIGNOR, as "PAYEE".
ASSIGNOR does hereby further assign, transfer and set over unto
ASSIGNEE all of ASSIGNOR's rights, title and interests in and to
all sums due and to become due under said Promissory Note.
IN WITNESS WHEREOF, ASSIGNOR has caused these presents
to be executed in its name by its duly authorized officer(s) as
of the 31st day of March, 1995.
HILCOAST DEVELOPMENT CORP.,
a Delaware corporation
BY: /s/ Jack Jaiven
____________________________________
Jack Jaiven, Vice President
(CORPORATE SEAL)
EXHIBIT 10(vi)
PROMISSORY NOTE
$10,000,000 November 5, 1986
FOR VALUE RECEIVED, the undersigned, C.V.P. COMMUNITY
CENTER, INC., a Florida corporation (hereinafter referred to as
the "Borrower"), promises to pay to the order of LLOYDS BANK PLC,
a banking corporation organized under the laws of England, acting
through its Miami Agency (hereinafter referred to as the
"Lender"; the Lender, and any subsequent holder(s) hereof, being
hereinafter referred to collectively as the "Holder"), at the
office of the Lender at One Biscayne Tower, Suite 3200, 2 South
Biscayne Boulevard, Miami, Florida 33131, or at such other place
as the Holder may designate to the Borrower in writing from time
to time, the principal sum of Ten Million Dollars ($10,000,000)
and to pay interest on the unpaid balance of said principal sum
from time to time outstanding from the date hereof until payment
in full, whether before or after maturity, in like funds and
money at said office, payable and computed at the applicable
Interest Rate as provided in the Loan Agreement hereinafter
described, in lawful money of the United States of America which
shall at the time of payment be legal tender in payment of all
debts and dues, public and private.
All payments hereon shall be credited first to accrued
interest, next to any other sums due hereunder and the remainder
to the unpaid principal balance, until all funds due hereunder
have been paid in full.
This Note may be prepaid in whole or in part at any time as
provided in this Loan Agreement.
It is expressly agreed that if there shall occur an Event of
Default as defined in the Loan Agreement, then, and in such
event, the principal indebtedness evidenced hereby, together with
all unpaid interest accrued thereon, shall, at the option of the
Holder and without further notice to the Borrower, at once become
due and payable and may be collected forthwith, regardless of the
stipulated date of maturity. Should any Event of Default occur
and be continuing, interest shall accrue on the outstanding
principal balance of this Note from the date of the Event of
Default and for so long as such default continues, regardless of
whether or not there has been an acceleration of the indebtedness
evidenced hereby as set forth herein, at a rate equal to the
Post-Default Rate as set forth in the Loan Agreement. All such
interest shall be paid at the time of and as a condition
precedent to the curing of such Event of Default should the
Holder, at its sole option, allow such Event of Default to be
cured. Time is of the essence of this Note. In the event this
Note or any part thereof is collected by or through an attorney
at law, the Borrower agrees to pay all costs of collection,
including but not limited to, reasonable attorney's fees and
court costs actually incurred.
Presentment for payment, demand, protest and notice of
demand, protest and nonpayment and all other notices other than
as set forth herein or in the Loan Documents are hereby waived by
the Borrower. No failure to accelerate the debt evidenced hereby
by reason of default hereunder, acceptance of a past due
installment, or indulgences granted from time to time shall be
construed (i) as a novation of this Note or as a reinstatement of
the indebtedness evidenced hereby or as a waiver of such right of
acceleration or of the right of the Holder thereafter to insist
upon strict compliance with the terms of this Note, or (ii) to
prevent the exercise of such right of acceleration or any other
right granted hereunder or by the laws of the State of Florida;
and the Borrower hereby expressly waives the benefit of any
statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to
or in conflict with the foregoing. No extension of time for the
payment of this Note or any installment due hereunder, made by
agreement with any person now or hereafter liable for the payment
of this Note shall operate to release, discharge, modify, change
or affect the original liability of the Borrower under this Note,
either in whole or in part unless the Holder agrees otherwise in
writing. This Note may not be changed orally, but only in
writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.
The Borrower hereby waives and renounces for itself, its
successors and assigns, all rights to the benefits of any statute
of limitations and any moratorium, reinstatement, marshalling,
forbearance, valuation, stay, extension, redemption, appraisement,
exemption and homestead now provided, or which may hereafter be
provided by the Constitution and laws of the United
States of America and of any state thereof, both as to itself and
in and to all of its property, real and personal, against the
enforcement and collection of the obligations evidenced by this
Note.
This Note is issued pursuant to that certain Loan Agreement,
dated as of November 5, 1986 (the "Loan Agreement"), between the
Borrower and the Lender, and is the Note as defined in the Loan
Agreement. The indebtedness evidenced by this Note and the
obligations created hereby are secured by, among other things,
that certain Mortgage Deed and Security Agreement of even date
herewith entered into between the Borrower and the Lender.
It is the intention of the parties hereto to conform
strictly to applicable usury laws as in effect from time to time.
Accordingly, if any transactions contemplated hereby would be
usurious under applicable law (including the laws of the United
States of America, or of any other jurisdiction whose laws may be
mandatorily applicable), then, in that event, notwithstanding
anything to the contrary in this Note, or any other agreement
entered into in connection with this Note, it is agreed that the
aggregate of all consideration that constitutes interest under
applicable law that is contracted for, charged, or received under
this Note, or under any of the other aforesaid agreements or
otherwise in connection with this Note shall under no
circumstances exceed the maximum amount of interest allowed by
applicable law, and any excess shall be credited to the Borrower
by the Holder that has contracted for, charged, or received such
excess interest (or, if such consideration shall have been paid
in full, such excess refunded to the Borrower by the Holder).
All sums paid, or agreed to be paid, to the Holder for the use,
forbearance, and detention of the indebtedness of the Borrower by
the Holder shall, to the extent permitted by applicable law, be
amortized, pro rated, allocated, and spread throughout the full
term of such indebtedness until payment in full so that the
actual rate of interest is uniform, but does not exceed the
Highest Lawful Rate, throughout the full term thereof. The
maximum lawful interest rate, if any, referred to in the
preceding portion of this paragraph that may accrue pursuant to
this Note is referred to herein as the "Highest Lawful Rate".
With respect to the Holder, if at any time the applicable
Interest Rate that, for purposes of this paragraph only, shall be
deemed to include any other fees, charges, or other forms of
consideration which constitute interest under applicable law that
is contracted for, charged, or received under this Note, or any
other agreement entered into in connection with this Note,
exceeds the Highest Lawful Rate, the rate of interest to accrue
pursuant to this Note as to the Holder shall be limited,
notwithstanding anything to the contrary in this Note, to the
Highest Lawful Rate, but any subsequent reductions in the
Interest Rate otherwise provided for herein shall not reduce the
interest to accrue pursuant to this Note below the Highest Lawful
Rate until the total amount of interest accrued with respect to
the Holder pursuant to this Note equals the amount of interest
that would have accrued with respect to the Holder if a varying
rate per annum equal to the otherwise applicable Interest Rate
had at all times been in effect. If the total amount of interest
paid or accrued with respect to the Holder pursuant to this Note
under the foregoing provisions is less than the total amount of
interest that would have accrued with respect to the Holder if a
varying rate per annum equal to the otherwise applicable Interest
Rate had at all times been in effect, then the Borrower agrees to
pay upon final maturity of this Note to the Holder an amount
equal to the difference between (a) the lesser of (i) the amount
of interest that would have accrued if the Highest Lawful Rate
had at all times been in effect and (ii) the amount of interest
that would have accrued if a varying rate per annum equal to the
otherwise applicable Interest Rate had at all times been in
effect, and (b) the amount of interest accrued in accordance with
the other provisions of the Loan Agreement.
This Note is intended as a contract under and shall be
construed and enforceable in accordance with the laws of the
State of Florida.
Wherever possible, each provision of this instrument shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this instrument shall be
prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the
remaining provisions of this instrument.
As used herein the terms "Borrower", "Lender" and "Holder"
shall be deemed to include their respective heirs, successors,
legal representatives and assigns, whether by voluntary action of
the parties or by operation of law. In the event that more than
one person, firm or entity is a Borrower hereunder, then all
references to "Borrower" shall be deemed to refer equally to each
of said persons, firms, or entities, all of whom shall be jointly
and severally liable for all of the obligations of the Borrower
hereunder.
IN WITNESS WHEREOF, the Borrower has executed this Note on
the date first above written.
C.V.P. COMMUNITY CENTER, INC.
By /s/ Morris L. Kramer
_____________________________________
Morris L. Kramer, Attorney-in-Fact
FOR VALUE RECEIVED, by this endorsement,
Lloyds Bank, PLC (formerly known as Lloyds
Bank International Limited) hereby assigns
all of its right, title and interest in and
to this instrument to the Daiwa Bank, Ltd.,
without recourse.
PAY TO THE ORDER OF THE DAIWA BANK, LTD.
LLOYDS BANK PLC
Title: Vice President & Manager
PAY TO THE ORDER OF CV REIT, INC.
WITHOUT RECOURSE
THE DAIWA BANK, LTD.
By: /s/ William N. Paty
__________________________________________
William N. Paty, Vice President & Manager
By: /s/ Thomas R. Sharpe
__________________________________________
Thomas R. Sharpe, Assistant Vice President
EXHIBIT 10(vii)
ABSOLUTE ASSIGNMENT OF MORTGAGES,
PROMISSORY NOTE AND OTHER SECURITY DOCUMENTS
THIS ASSIGNMENT, made this 17th day of March, 1995, by THE
DAIWA BANK, LTD., a public limited company incorporated in Japan,
acting through its Miami office located at One Biscayne Tower,
Suite 3300, 2 South Biscayne Boulevard, Miami, Florida, 33131
(hereinafter referred to as the "Assignor"), in favor of CV REIT,
INC., a Delaware corporation (hereinafter referred to as
"Assignee"), having a place of business at 100 Century Boulevard,
West Palm Beach, Florida, 33417.
W I T N E S E T H:
WHEREAS, Assignor is the owner and holder by assignment from
Lloyds Bank PLC, a banking corporation organized under the laws of
England, of certain notes, mortgages and other security documents;
and
WHEREAS, Assignor desires to sell to Assignee and Assignee
desires to purchase from Assignor, all of Assignor's rights, title
and interest in the notes, mortgages and other security documents
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the sum of
Ten and no/100 Dollars ($10.00), and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor does hereby grant, bargain, sell, assign,
transfer and set over without recourse unto and in favor of
Assignee, all of the rights, title and interest of the Assignor in
and to the following:
1. That certain Promissory Note dated an undated day of
November, 1986, made and executed by C.V.P. Community Center, Inc.,
a Florida corporation, in favor of Lloyds Bank PLC, a banking
corporation organized under the laws of England in the original
principal sum of Ten Million and no/100 Dollars ($10,000,000.00)
(hereinafter referred to as the "Note") and assigned to The Daiwa
Bank, Ltd., by that certain unrecorded Assignment of Mortgages and
Related Document dated March 1, 1990; and
2. (a) That certain Mortgage made as of the 6th day of
June, 1991, between C.V.P. Community Center, Inc., a Florida
corporation, in favor of The Daiwa Bank, Ltd., a public limited
company incorporated in Japan, which said Mortgage was recorded
June 12, 1991, in Official Records Book 18465, Page 1, of the
Public Records of Broward County, Florida, as affected by the
certain Notice of Limitation on Mortgage Future Advance dated June
7, 1991, and executed by C.V.P. Community Center, Inc., a Florida
corporation, and recorded June 12, 1991, in Official Records Book
18465, Page 100, of the Public Records of Broward County, Florida;
and that certain Mortgage made as of the 6th day of June, 1991,
between F.W.D.C., Inc., a Florida corporation, in favor of The
Daiwa Bank, Ltd., a public limited company incorporated in Japan,
which Mortgage was recorded June 12, 1991, in Official Records Book
18465, Page 57, of the Public Records of Broward County, Florida,
as affected by that certain Notice of Limitation on Mortgage Future
Advance dated June 7, 1991, and executed by F.W.D.C., Inc., a
Florida corporation, and recorded June 12, 1991, in Official
Records Book 18465, Page 116, of the Public Records of Broward
County, Florida, by which the lien of the Mortgage was spread by
that certain Mortgage Spreader Agreement dated March 3, 1992, and
recorded April 15, 1992, in Official Records Book 19386, Page 856
of the Public Records of Broward County, Florida, together with;
(b) That certain Mortgage Deed and Security Agreement
made by C.V.P. Community Center, Inc., a Florida corporation, in
favor of Lloyds Bank PLC, a banking corporation organized under the
laws of England, and recorded October 22, 1990 in Official Records
Book 17855, Page 207, of the Public Records of Broward County,
Florida, which Mortgage was assigned to The Daiwa Bank, Ltd.,
pursuant to an Assignment of Mortgage dated October 18, 1990, and
recorded October 22, 1990, in Official Records Book 17855, Page
242, of the Public Records of Broward County, Florida, as affected
by that certain Notice of Limitation on Mortgage Future advance
executed by C.V.P. Community Center, Inc., June 7, 1991, and
recorded June 12, 1991, in Official Records Book 18465, Page 89, of
the Public Records of Broward County, Florida, by which the lien
of the Mortgage was spread by that certain Mortgage Spreader
Agreement dated March 3, 1992, and recorded April 15, 1992, in
Official Records Book 19386, Page 856 of the Public Records of
Broward County, Florida (the foregoing hereinafter sometimes
referred to collectively as the "Mortgages"); and
3. That certain Loan Agreement between C.V.P. Community
Center, Inc., a Florida corporation, and Lloyds Bank PLC, a Banking
corporation organized under the laws of England, dated as of
November 5, 1986, pursuant to which Lloyds Bank PLC, made a Ten
Million and no/100 Dollars ($10,000,000.00) term loan to C.V.P.
Community Center, Inc., and as amended by that certain First
Amendment to Loan Agreement dated as of June 6, 1991, by and among
C.V.P. Community Center Inc., a Florida corporation, Cenvill
Development Corp., a Delaware corporation, Cenvill Properties,
Inc., a Delaware corporation, and The Daiwa Bank, Ltd., a public
limited company incorporated in Japan, as affected by that certain
Subordination Agreement dated as of June 6, 1991, by and among
C.V.P. Community Center, Inc., a Florida corporation, CV Reit,
Inc., a Delaware corporation, and The Daiwa Bank, Ltd., a public
limited company incorporated in Japan, and dated as of June 6,
1991, and recorded June 12, 1991, in Official Records Book 18465,
Page 199, of the Public Records of Broward County, Florida, as
affected by that certain Amendment to Subordination Agreement dated
as of July 31, 1992, by and among C.V.P. Community Center, Inc., a
Florida corporation, CV Reit, Inc., a Delaware corporation, and The
Daiwa Bank, Ltd., a public limited company incorporated in Japan,
and recorded July 31, 1992, in Official Records Book 19737, Page
664, of the Public Records of Broward County, Florida (the
foregoing being hereinafter referred to as the "Loan Agreement");
and
4. That certain Assignment of Leases and Rentals made as of
the 5th day of November, 1986, by C.V.P. Community Center, Inc., a
Florida corporation, to Lloyds Bank Plc, a banking corporation
organized under the laws of England, as assigned to The Daiwa Bank,
Ltd., by that certain unrecorded Assignment of Mortgages and
Related Document dated March 1, 1990; and
5. That certain Negative Pledge Agreement made by C.V.P.
Community Center, Inc., a Florida corporation as Pledgor in favor
of Lloyds Bank Plc, which was recorded November 17, 1986, in
Official Records Book 13908, Page 74, of the Public Records of
Broward County, Florida, as assigned to The Daiwa Bank, Ltd., a
public limited company incorporated in Japan, by that certain
Assignment of Negative Pledge Agreement dated March 1, 1990, and
recorded March 10, 1990, in Official Records Book 17321, Page 425,
of the Public Records of Broward County, Florida; and
6. That certain Guarantee Agreement dated as of June 6,
1991, by F.W.D.C., Inc., a Florida corporation, in favor of The
Daiwa Bank, Ltd., a public limited company incorporated in Japan;
and
7. That certain Hazardous Material Guarantee and
Indemnification Agreement dated as of June 6, 1991, executed by
F.W.D.C., Inc., a Florida corporation, in favor of The Daiwa Bank,
Ltd., a public limited company incorporated in Japan; and
8. That certain Hazardous Material Guarantee and
Indemnification Agreement dated as of June 6, 1991, executed by
C.V.P. Community Center Inc., a Florida corporation, in favor of
The Daiwa Bank, Ltd., a public limited company incorporated in
Japan; and
9. That certain Pledge Agreement executed by C.V.P.
Community Center, Inc., a Florida corporation, in favor of The
Daiwa Bank, Ltd., a public limited company incorporated in Japan,
and as consented to by First Union National Bank of Florida, N.A.,
as the depository and dated an undated day of June, 1991; and
10. That certain Consent and Composite Amendment Agreement
made as of the 19th day of June, 1992, by and among C.V.P.
Community Center, Inc., a Florida corporation, Cenvill Development
Corp., a Delaware corporation, Cenvill Properties, Inc., a Delaware
corporation, F.W.D.C., Inc., a Florida corporation, CV Reit, Inc.,
a Delaware corporation, and The Daiwa Bank, Ltd., a public limited
company incorporated in Japan; and
11. That certain Letter Agreement dated July 31, 1992, by and
among C.V.P. Community Center, Inc., a Florida corporation, Cenvill
Development Corp., a Delaware corporation, Cenvill Properties,
Inc., a Delaware corporation, F.W.D.C., Inc., a Florida
corporation, CV Reit, Inc., a Delaware corporation, Hilcoast
Development Corp., a Delaware corporation, and Newcen Golf Course,
Inc., a Florida corporation, and The Daiwa Bank, Ltd., a public
limited company incorporated in Japan; and
12. That certain Agreement made as of the 31st day of July,
1992, by and among CV Reit, Inc., a Delaware corporation, Hilcoast
Development Corp., a Delaware corporation, and The Daiwa Bank,
Ltd., a public limited company incorporated in Japan; and
13. That certain Assumption and Modification of Stock Pledge
Agreement dated the 31st day of July, 1992, between Hilcoast
Development Corp., a Delaware corporation, and The Daiwa Bank,
Ltd., a public limited company incorporated in Japan; and
14. That certain Hazardous Material Guarantee and
Indemnification Agreement dated as of July 31, 1992, between Newcen
Golf Course, Inc., a Florida corporation, in favor of The Daiwa
Bank, Ltd., a public limited company incorporated in Japan; and
15. (a) That certain UCC-1 Financing Statement made by
C.V.P. Community Center, Inc., a Florida corporation, in favor of
The Daiwa Bank, Ltd., a public limited company incorporated in
Japan, recorded June 12, 1991, in Official Records Book 18465, Page
41, of the Public Records of Broward County, Florida; together with
(b) That certain UCC-1 Financing Statement made by
F.W.D.C., Inc., a Florida corporation, in favor of The Daiwa Bank,
Ltd., a public limited company incorporated in Japan, recorded June
12, 1991, in Official Records Book 18465, Page 86, of the Public
Records of Broward County, Florida; and
(c) That certain UCC-1 Financing Statement made by
C.V.P. Community Center, Inc., a Florida corporation, in favor of
Lloyds Bank Plc, a banking corporation organized under the laws of
England, and recorded October 29, 1990, in Official Records Book
17873, Page 783, of the public Records of Broward County, Florida,
as assigned to The Daiwa Bank, Ltd., by UCC-3 Statement of Change
filed in Official Records Book 17873, Page 786, of the Public
Records of Broward County, Florida; and
(d) That certain UCC-1 Financing Statement made by
C.V.P. Community Center, Inc., a Florida corporation, in favor of
The Daiwa Bank, Ltd., a public limited company incorporated in
Japan, filed with the Secretary of State, State of Florida, October
31, 1990, under File #90-0000275859, as amended by that certain
UCC-3 Statement of Change filed June 25, 1992, with the Secretary
of State, State of Florida, under File #92-0000128157 (the
foregoing being hereinafter collectively referred to as the
"Financing Statements"); and
16. The monies and obligations due and to become due under
the Note, together with all interest payable thereunder, and the
right to receive and retain all payments and all other
distributions of any kind or nature under the Note, Mortgages,
Financing Statements and all other agreements and documents
referenced hereinabove; and
17. All other instruments, certificates, documents and
agreements evidencing the rights of Assignor and obligations due to
Assignor as the same pertains or is related to the foregoing; and
18. All of the foregoing rights, title and interest of the
Assignor in and to the Note, Mortgages, Financing Statements and
other documents and agreements as described hereinabove and hereby
assigned to Assignee (as sometimes hereinafter collectively
referred to as the "Assigned Assets").
The Assignor hereby represents and warrants to the Assignee,
that as of the date hereof, the principal sum of Two Million Six
Hundred Fifty Thousand and no/100 Dollars ($2,650,000.00) plus
accrued interest from the 1st day of March 1995, is owing and
unpaid under the Note hereby assigned, and that to the best of
Assignor's actual knowledge there exists no default in payment of
principal and interest due to Assignor under the Assigned Assets.
The Assignor hereby represents and warrants to the Assignee
that the Assignor (i) has full legal right, power and authority to
execute and deliver this Assignment and to consummate all of the
transactions contemplated herein; (ii) this Assignment constitutes
the authorized valid and legal binding obligation of the Assignor,
enforceable in accordance with its terms; (iii) that the person who
has executed this Assignment is fully and lawfully authorized and
empowered to cause the Assignor to enter into and consummate this
Assignment; and (iv) that it has not pledged, hypothecated or
transferred the Assigned Assets.
This Assignment shall be governed by and construed in
accordance with the Laws of the State of Florida.
Signed, sealed and delivered THE DAIWA BANK, LTD., a public
in the presence of: limited company incorporated
in Japan
/s/ Ana C. Bolduc By: /s/ William N. Paty
___________________________ __________________________________
Vice President Its: Vice President & Manager
/s/ Ana B. Bolduc By: /s/ Thomas R. Sharpe
___________________________ __________________________________
Vice President Its: Assistant Vice President
STATE OF FLORIDA )
)ss:
COUNTY OF DADE )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to administer oaths and take acknowledgments, personally
appeared William N. Paty and Thomas R. Sharpe, known to me to be
the Vice President & Manager and Assistant Vice President, of THE
DAIWA BANK, LTD., a public limited company incorporated in Japan,
in whose name the foregoing instrument was executed, and that they
severally acknowledged executing the same for such corporation,
freely and voluntarily, under authority duly vested in them by said
corporation, that they are personally known to me and that an oath
was taken.
WITNESS my hand and official seal in the County and State last
aforesaid this 15th day of March, 1995.
/s/ Sammie Jo Bomse
_____________________________________
NOTARY PUBLIC
My Commission Expires: Feb.20,1998
Commission No. CC349169
(seal)
ACKNOWLEDGMENT OF ASSIGNMENT
The undersigned, CV REIT, INC., a Delaware corporation, hereby
acknowledges the foregoing Assignment.
Signed, sealed and delivered CV REIT, INC.,
in the presence of: a Delaware corporation
/s/ Erica Reese By: /s/ Alvin Wilensky
___________________________ ___________________________
Its: President
/s/ Tracy Lee Longo
___________________________
STATE OF FLORIDA )
)ss:
COUNTY OF PALM BEACH )
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized to administer oaths and take acknowledgments, personally
appeared Alvin Wilensky, known to me to be the President of CV
REIT, INC., a Delaware corportion, in whose name the foregoing
instrument was executed, and that he/she severally acknowledged
executing the same for such corporation, freely and voluntarily,
under authority duly vested in him/her by said corporation, that
the seal affixed thereto is the true corporate seal of said
corporation, that he/she is personally known to me and that an oath
was taken.
WITNESS my hand and official seal in the County and State last
aforesaid this 17th day of March, 1995.
/s/ Joanne M. Capuano
_____________________________________
NOTARY PUBLIC
My Commission Expires: July 1, 1995
Commission No. CC247641
(seal)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,865<F1>
<SECURITIES> 2,920
<RECEIVABLES> 103,024
<ALLOWANCES> 3,531
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 16,165
<DEPRECIATION> 2,104
<TOTAL-ASSETS> 121,573
<CURRENT-LIABILITIES> 0
<BONDS> 38,464
<COMMON> 80
0
0
<OTHER-SE> 72,222
<TOTAL-LIABILITY-AND-EQUITY> 121,573
<SALES> 0
<TOTAL-REVENUES> 3,321
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 375
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 876
<INCOME-PRETAX> 2,037
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,037
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,037
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
<FN>
<F1>INCLUDES $872 RESTRICTED
</FN>
</TABLE>
