<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 September 30, 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. Employer Identification 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)
Sept. 30, Dec. 31,
ASSETS 1995 1994
====== --------- ---------
Investments:
Real estate mortgage notes $99,675 $92,691
Real estate acquired by foreclosure 7,899 8,469
Less allowance for losses (3,107) (3,531)
Real estate and investments in real estate
partnerships, net of accumulated depreciation 6,012 5,689
Investment in Hilcoast Development Corp.
10% Cumulative Preferred Stock - 5,000
--------- ---------
Total investments 110,479 108,318
Cash and cash equivalents
(includes $880 and $868 restricted) 6,654 9,998
Short-term investments 1,496 2,920
Other 1,955 1,546
--------- ---------
$120,584 $122,782
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
====================================
Liabilities and other credits:
Collateralized Mortgage Obligations
(net of unamortized discount of
$987 and $1,099) $37,547 $38,908
Accounts payable, accruals and
other liabilities 272 861
Dividends payable 2,414 2,418
Deferred income taxes 8,179 8,179
--------- ---------
Total liabilities and other credits 48,412 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 53,602 53,846
--------- ---------
Total stockholders' equity 72,172 72,416
--------- ---------
$120,584 $122,782
========= =========
See accompanying notes to consolidated financial statements
<PAGE> 4
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1995 1994 1995 1994
------- ------- ------- -------
Revenues:
Interest, substantially from
mortgage notes, and dividends $3,061 $3,057 $9,168 $9,763
Rent and income from real
estate partnerships 277 308 809 817
------- ------- ------- -------
3,338 3,365 9,977 10,580
Expenses:
Interest 853 902 2,582 3,264
Operating, general and
administrative 315 382 1,084 1,232
Depreciation 34 41 101 122
------- ------- ------- -------
1,202 1,325 3,767 4,618
------- ------- ------- -------
2,136 2,040 6,210 5,962
Loss on sale of GNMA certificates - - - (2,392)
Reversal of losses - 200 - 400
------- ------- ------- -------
Net income $2,136 $2,240 $6,210 $3,970
======= ======= ======= =======
Net income per common share $0.27 $0.28 $0.78 $0.50
======= ======= ======= =======
Dividends declared per common share $0.27 $0.27 $0.81 $0.81
======= ======= ======= =======
Average common shares outstanding 7,966,621 7,966,621 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 nine months
ended September 30, 1995 6,210
Dividends declared (6,454)
--------
Balance at September 30, 1995 $53,602
========
See accompanying notes to consolidated financial statements.
<PAGE> 6
CV REIT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands) Nine Months Ended
Sept. 30,
-----------------
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES: -------- --------
Net income $6,210 $3,970
Adjustment to reconcile net income to
net cash provided by operating activities:
Depreciation 101 122
Reversal of losses - (400)
Equity in depreciation of real estate partnerships 133 134
Write-off of deferred financing costs - 133
Loss on sale of GNMA certificates - 2,392
-------- --------
6,444 6,351
Changes in operating assets and liabilities:
Increase in other assets (425) (327)
Decrease in accounts payable, accruals
and other liabilities (589) (339)
-------- --------
Net cash provided by operating activities 5,430 5,685
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in real estate mortgage notes (19,298) (18,051)
Collections on real estate mortgage notes 17,260 26,845
Sale of GNMA certificates - 32,412
Return of principal on GNMA certificates - 977
Maturity (purchase) of short-term investments 1,424 (2,920)
Other (341) 199
-------- --------
Net cash (used in) provided by investing activities (955) 39,462
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 500 -
Repayments of borrowings (1,861) (37,862)
Cash dividends paid (6,458) (6,300)
Increase in restricted cash (12) (43)
-------- ------
Net cash used in financing activities (7,831) (44,205)
Net (decrease) increase in unrestricted -------- --------
cash and cash equivalents (3,356) 942
Unrestricted cash and cash equivalents at
beginning of the period 9,130 4,228
Unrestricted cash and cash equivalents at -------- --------
end of the period $5,774 $5,170
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest $2,590 $3,417
======== ========
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):
Sept.30, Dec. 31,
1995 1994
-------- --------
Hilcoast Development Corp.
("Hilcoast"):
Term Loan $ 25,000 $ 28,345
Lines of Credit 14,135 7,870
Other 8,485 2,952
-------- --------
47,620 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") 43,532 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 2,241 3,143
Commercial 6,282 6,285
-------- --------
99,675 92,691
Less allowance for losses (38) (62)
-------- --------
Totals $ 99,637 $ 92,629
======== ========
<PAGE> 8
(b) Hilcoast
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").
Term Loan
The Term Loan bears interest at prime (8.75% at September 30, 1995) plus
3%, but in any event not less than 9% nor more than 11%, matures on July 31,
1998, and currently requires monthly interest payments only. Upon the earlier
to occur of delivery of the last unit at Century Village or July 31, 1998,
the Term Loan is scheduled to be converted to an 11%, fixed rate, 25 year, $25
million, self-amortizing loan providing for equal monthly payments of principal
and interest (the "Permanent Loan"). 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.
Lines of Credit
The Lines of Credit consist of revolving construction loan commitments
aggregating $17 million, including $4 million approved on August 11, 1995. The
Lines of Credit bear interest, payable monthly, ranging from prime plus 3%, but
in any event not less than 9% nor more than 11%, to 12.5%, mature from November
1996 through July 1998, provide for commitment fees ranging from .9% to 1.8%
per annum on the unused portion of the Lines of Credit, and require specific
release prices, principally based on sales of condominium apartments at Century
Village, to be applied as permanent reductions of amounts available under the
Lines of Credit.
Other
Included in Other is $5 million which arose effective March 31, 1995, in
connection with the redemption by Hilcoast of the $5 million Hilcoast 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. The remaining notes mature variously through
July 31, 1998 and bear interest, ranging from prime plus 1.5% through 12%.
<PAGE> 9
(c) Real estate acquired by foreclosure consists of (in thousands):
Sept.30, Dec. 31,
1995 1994
-------- --------
Commercial:
Broward County, Florida:
Nine acre commercial
site in Dania $5,000 $5,000
29 acre commercial site
in Miramar 2,595 2,563
Other - 600
-------- --------
Total commercial 7,595 8,163
Residential 304 306
-------- --------
7,899 8,469
Less allowance for losses (3,069) (3,469)
-------- --------
Totals $4,830 $5,000
======== ========
(d) Real estate and investments in real estate partnerships are located in
southeast Florida and consist of (in thousands):
Sept.30, Dec. 31,
1995 1994
-------- --------
Days Inn motel $3,951 $3,654
Administration Building 953 764
Other 78 82
-------- --------
4,982 4,500
Less accumulated depreciation (2,165) (2,074)
-------- --------
2,817 2,426
45%-50% investments in self-
storage warehouse partnerships 3,195 3,263
-------- --------
Totals $6,012 $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 addition, since the collectibility of the $1.1 million judgment
is doubtful, it has not been reflected as an asset in the Company's 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, as amended, was filed in the Circuit Court
of Broward County, Florida, against the Company seeking a judicial declaration
as to the Plaintiff's obligation to provide parking areas to members of a
religious institution located adjacent to a shopping center ("Century Plaza")
in Deerfield Beach, Florida, acquired by the Plaintiff from the Company for $8
million in 1989. 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 Plaintiff has been
remitting monthly payments to the Company during 1995. 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, which
expires on July 31, 1996, provides for the payment of $10,000 per month to
Hilcoast, plus reimbursement for all out of pocket expenses, and 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 previously recorded losses and gains or losses on
disposition of investments, plus depreciation of real property (including the
Company's share of depreciation in connection with its equity in earnings
of unconsolidated partnerships).
Funds From Operations for the quarter ended September 30, 1995, was $2,215,000
compared to $2,126,000 for the same quarter of 1994.
For the nine months ended September 30, 1995, Funds From Operations amounted
to $6,444,000 compared to $6,351,000 for the corresponding period of 1994.
Funds From Operations reflects a slight increase in net interest income during
the 1995 periods. Although there was a $386,000 reduction in net interest
income during the current nine month period resulting from the sale of the
Company's leveraged GNMA certificate portfolio in April 1994, this reduction was
substantially offset by an increase in interest income earned on the Company's
variable rate mortgage notes receivable, primarily due to increases in the prime
rate.
During each of the quarters ended September 30, 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 quarter ended September 30, 1995, net income was $2,136,000 as
compared to $2,240,000 for the corresponding quarter in 1994.
Net income rose to $6,210,000 during the nine months ended September 30, 1995
compared to $3,970,000 for the same period of 1994.
The nine month period in 1994 includes a $2.4 million loss on the
aforementioned sale of the Company's GNMA certificate portfolio and a write-off
of $133,000 of unamortized deferred financing costs in connection with a bank
loan prepaid during the first quarter of 1994. Net income for the three months
and nine months ended September 30, 1994 also includes income of $200,000 and
$400,000, respectively, from the reversal of previously recorded losses.
<PAGE> 13
Liquidity and Capital Resources
At September 30, 1995, total assets were $121 million, including $99.7 million
in real estate mortgage notes. Approximately $43.5 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 the approximately 22,000 unit owners 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 $56.2 million of real estate mortgage notes are collateralized
by residential and commercial real estate, generally in southeast Florida,
including $47.6 million due from Hilcoast Development Corp. ("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, $22.6 million matures 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 September 30, 1995, 6,564 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 226 units with a sales value of $17
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 September 30, 1995, the outstanding balance of the Company's Collateralized
Mortgage Obligations (the "CMO's") amounted to $37.5 million (net of unamortized
discount of $987,000 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 existing borrowers. In an effort to realize increased
yields, with minimal risk, on funds received from the repayment of existing
mortgage notes, during 1995 the Company made certain short-term investments in
connection with notes due by Hilcoast to unrelated third parties, totaling $4.7
million. In addition, during the quarter ended September 30, 1995, the Company
approved an additional $4 million line of credit to Hilcoast (see Note 1(b)
to the Consolidated Financial Statements), the Company's only new loan
commitment during the quarter. The Company has generally reinvested its other
available funds in high quality short-term corporate and government securities.
The Company expects to pursue this strategy while it continues to evaluate
alternative real estate investments.
At September 30, 1995, the Company's commitments on outstanding real estate
loans consisted of $2.9 million under the Hilcoast Lines of Credit. There are
currently no material commitments for capital expenditures.
Inflation
As of September 30, 1995, the Company had no variable interest rate
borrowings; however, the Company's interest-sensitive mortgage notes receivable
amounted to approximately $38 million. Of this amount, the interest rate on
approximately $34 million is limited to the lower of 11% or prime plus 3%. As
of September 30, 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) $4.0 million Promissory Note dated August 11, 1995, from NewCen
Communities, Inc. (a subsidiary of Hilcoast Development Corp.) to CV Reit,
Inc. and Side Letters between CV Reit, Inc. and NewCen Communities, Inc..
10(ii) Letter, dated August 11, 1995, from Hilcoast Development Corp. to CV
Reit, Inc. in connection with $3.0 million Promissory Note.
10(iii) Letter, dated August 11, 1995, from CV Reit, Inc. to Hilcoast
Development Corp. in connection with $3.0 million Promissory Note.
10(iv) Letter, dated August 11, 1995, from Hilcoast Development Corp. to CV
Reit, Inc. in connection with $2.5 million Promissory Note.
10(v) Letter, dated August 11, 1995, from CV Reit, Inc. to Hilcoast
Development Corp. in connection with $2.5 million Promissory Note.
10(vi) Letter Agreements, dated July 11, 1994 and August 3, 1995, between CV
Reit, Inc. and Hilcoast Advisory Services, Inc. extending the Consulting and
Advisory Agreement to July 31, 1995 and July 31, 1996, respectively.
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)
November 9, 1995 /s/ Alvin Wilensky
_________________________________
Alvin Wilensky, President
November 9, 1995 /s/ Elaine Kahant
_________________________________
Elaine Kahant, Vice President
and Treasurer
EXHIBIT 10(i)
PROMISSORY NOTE
U.S. $4,000,000.00 As of August 11, 1995
FOR VALUE RECEIVED, NEWCEN COMMUNITIES, INC., a Florida
corporation (hereinafter referred to as the "Maker"), promises to
pay to the order of CV REIT, INC., a Delaware corporation
(hereinafter referred to as the "Payee"), the principal sum of
FOUR MILLION AND NO/100 DOLLARS (U.S. $4,000,000.00), or so much
thereof as shall have been advanced and/or readvanced 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 twelve percent (12%) per annum computed
on the basis of a 365 day year for the actual number of days
outstanding. Interest computed at the rate set forth above shall
be payable monthly in arrears on the 1st day of each month during
the term of this Note, commencing on the 1st day of September,
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 November 30, 1996 (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, as Mortgagee, as security for and securing the
indebtedness evidenced by this Note and 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. This 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 of any other fees or charges due under
this Note or any other instrument evidencing or securing the
DOCUMENTARY STAMP TAXES ON THIS NOTE HAVE BEEN PAID AND AFFIXED
TO THE MORTGAGE SECURING SAME
Obligations and the continuation of 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 occurrence of any default (other than a default on the
part of CV Reit, Inc.) under that certain Restated Loan Agreement
dated as of the 31st day of July, 1992 (the "Restated Loan
Agreement"), by and among Cenvill Development Corp., F.W.D.C.,
Inc., Cenvill Properties, Inc., Wynmoor Limited Partnership,
Cenvill Services, Inc. and Prestcon, Inc., as "Borrowers", C.V.
Investments, Inc., F.W.D.C., Inc., First American Equity Corp.,
Prestcon, Inc., Wynmoor Management Company, Inc., Wynmoor Limited
Partnership, Cenvill Development Corp., Cenvill Services, Inc.
and Cenvill Properties, Inc., as "Guarantors", C.V.P. Community
Center, Inc., and CV Reit, Inc., formerly known as Cenvill
Investors, Inc., as "Lender"; or (v) the occurrence of any
default (other than a default on the part of CV Reit, Inc.) under
any promissory note, mortgage and/or other loan, financing and/or
security document or agreement referred to in, and/or executed
contemporaneously and/or in conjunction with, the Restated Loan
Agreement; or (vi) the occurrence of any event, act or omission
on the part of, or with respect to, Maker, Hilcoast Development
Corp. or any of their respective subsidiaries or affiliates,
which, if committed by any of the aforementioned parties to the
Restated Loan Agreement (other than CV Reit, Inc.) would
constitute a default or event of default under the Restated Loan
Agreement; or (vii) the filing or institution by or against Maker
or Hilcoast Development Corp. of any petition or proceeding under
any state or federal bankruptcy, insolvency or other similar law,
statute, etc.; or (viii) the occurrence of any material adverse
change in the condition, financial or otherwise, of Maker or
Hilcoast Development Corp. 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, any 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 in any other document, instrument or agreement 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 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 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).
NEWCEN COMMUNITIES, INC.,
a Florida corporation
/s/ Michael S. Rubin
By:_______________________________
Michael S. Rubin, Pres.
(CORPORATE SEAL)
Maker's Address:
19146 Lyons Road
Boca Raton, Florida 33434
Payment guaranteed:
Hilcoast Development Corp.,
a Delaware corporation.
/s/ Jack Jaiven
By:____________________________
Jack Jaiven, Vice President
(CORPORATE SEAL)
CV REIT, INC.
100 Century Boulevard
West Palm Beach, Florida 33417
As of August 11, 1995
NewCen Communities, Inc.
19146 Lyons Road
Boca Raton, Florida 33434
Attention: Mr. Michael S. Rubin, President
Re: August, 1995 Revolving Credit Facility
Gentleman:
This letter is intended to confirm and memorialize our
understandings and agreements in connection with the referenced
matter.
1. Upon and subject to the terms and conditions set forth in this
letter, CV REIT, INC. ("Lender") has agreed to lend to NewCen
Communities, Inc. ("Borrower") up to the maximum principal sum of
U.S. $4,000,000.00 (the "Loan"). The Loan shall be evidenced by a
promissory note bearing even date with this letter (the "Note") in
the principal amount of U.S. $4,000,000.00, which Note shall be
made, executed and delivered by Borrower to Lender simultaneously
with the execution of this letter.
2. The proceeds of the Loan shall be advanced by Lender to
Borrower on a revolving credit basis, with the understanding that
the maximum principal amount (the "Maximum Commitment") which
Lender shall be obligated, at any time, to lend to Borrower, and
which Borrower shall be entitled, at any time, to borrow from
Lender, shall in no event exceed the lesser of:
(a) the amount by which eighty percent (80%) of the sum of
Items (i), (ii), (iii), (iv), (v) and (vi) below, shall then exceed
$13,000,000.00, to wit:
(i) "Net" (as defined in Paragraph D of Article 4 of the
Restated Loan Agreement [the "Restated Loan Agreement"]
referred to in Paragraph V of the Note) condominium building
inventory, less accounts payable in connection therewith; and
(i.e., plus)
(ii) "Net" on-site land improvements, less accounts
payable in connection therewith; and (i.e., plus)
(iii) "Net" "Community Wide Improvements" (as said term
is defined in Paragraph D of Article 4 of the Restated Loan
Agreement) located west of S.W. 136th Avenue in Century
Village, Pembroke Pines, less accounts payable in connection
therewith; and (i.e., plus)
(iv) $1,500.00 per Unit for each Unit within Century
Village, Pembroke Pines, Florida, which then remains to be
delivered; and (i.e., plus)
(v) a land value of $7,500.00 per Unit for each Unit
within Century Village, Pembroke Pines, Florida, which is
located west of S.W. 136th Avenue and which then remains to be
delivered; and (i.e., plus)
(vi) a Land value of $4,200.00 per Unit for each Unit
within the Falmouth section of Century Village, Pembroke
Pines, Florida, which then remains to be delivered, less an
amount equal to the then outstanding principal balance of the
indebtedness evidenced by that certain Promissory Note dated
the 27th day of August, 1993, in the original principal amount
of $1,350,000.00, executed by NewCen Communities, Inc. in
favor of CV REIT, INC.
or
(b) (i) during the period commencing on and including the
11th day of August, 1995, and ending on and including the 31st
day of December, 1995, the principal sum of U.S.
$3,000,000.00; and
(ii) during the period commencing on and including the
1st day of January, 1996, and ending on and including the 31st
day of July, 1996, the principal sum of U.S. $4,000,000.00;
and
(iii) during the period commencing on and including the
1st day of August, 1996, and ending on and including the 30th
day of November, 1996, the principal sum of $2,000,000.00.
3. Within those limits, and subject to the other terms and
conditions set forth in this letter and in the Note, Borrower may
borrow, repay and re-borrow Loan proceeds from Lender in increments
of $50,000.00 or multiples thereof, and all proceeds so advanced
and/or readvanced shall be deemed to be a part of the principal
balance of the indebtedness evidenced by the Note.
4. In the event that the outstanding principal balance of the
indebtedness evidenced by the Note shall at any time exceed the
Maximum Commitment, Borrower shall be obligated, forthwith, to
repay to Lender on account of such indebtedness, such sums as shall
be necessary to reduce the outstanding principal balance thereof to
an amount which shall be equal to or less than the Maximum
Commitment.
5. As more particularly set forth in the Note, the outstanding
principal balance of the indebtedness evidenced thereby shall bear
interest at a fixed rate of twelve percent (12%) per annum.
6. Interest computed at the rate set forth above shall be payable
monthly in arrears on the 1st day of each month during the term of
the Note, commencing on the 1st day of September, 1995.
7. Anything in the foregoing, or in the Note, to the contrary
notwithstanding, it is understood and agreed that Borrower shall
have no right to receive, and Lender shall have no obligation to
make, any advance or readvance of Loan proceeds hereunder and/or
under the Note in the event that, and so long as:
(a) any default or event of default under the Note shall have
occurred and shall then be continuing; or
(b) any act, omission, event or circumstance which, with the
passage of time or the giving of notice or both would constitute a
default or event of default under the Note, shall have occurred and
shall then be continuing; or
(c) the effect of such advance or readvance would be to cause
the principal balance outstanding under the Note (including any
sum[s] which may have been added [or which will imminently be
added] to such principal balance pursuant to any provision of the
Note or of any document, instrument or agreement which may now or
hereafter secure the Note) to exceed the Maximum Commitment; or
(d) the outstanding principal balance of the indebtedness
evidenced by the "Construction Note" (as said term is defined in
the Restated Loan Agreement) shall be less than $7,500,000.00; or
(e) the outstanding principal balance of the indebtedness
evidenced by that certain Promissory Note dated September 30, 1993,
in the original principal amount of $3,000,000.00 (said
$3,000,000.00 Promissory Note being more particularly identified in
that certain Mortgage Deed dated the 30th day of September, 1993,
and recorded the 12th day of October, 1993, in Official Records
Book 21247, at Page 0768 of the Public Records of Broward County,
Florida) shall be less than $3,000,000.00; or
(f) the outstanding principal balance of the indebtedness
evidenced by that certain Future Advance Promissory Note dated
September 15, 1994, in the original principal amount of
$2,500,000.00 (said $2,500,000.00 Future Advance Promissory Note
being more particularly identified in that certain Notice and
Agreement of Future Advance dated the 15th day of September, 1994)
shall be less than $2,500,000.00.
8. Borrower shall be obligated to repay the entire outstanding
principal balance of the indebtedness evidenced by the Note,
together with all accrued but unpaid interest thereon, before
making any payment(s) on account of the principal balance
outstanding under the Construction Note, the $3,000,000.00
Promissory Note dated September 30, 1993, or the $2,500,000.00
Future Advance Promissory Note dated September 15, 1994. However,
if not sooner repaid, the entire outstanding principal balance of
the indebtedness evidenced by the Note, together with all accrued
but unpaid interest thereon, shall be due and payable in full on
the 30th day of November, 1996.
9. To the extent not inconsistent with the terms of this letter,
the same conditions precedent to Lender's obligations to fund under
the Construction Note shall also be conditions precedent to
Lender's obligations to fund under the Note, it being understood
and agreed that, as relates to the advances to be made by Lender
under the Note, the terms of this letter shall control in the event
of any conflict. Also, to the extent not inconsistent with the
terms of this letter, the terms and provisions of that certain
Agreement to Use Best Reasonable Efforts to Obtain Construction
Financing dated September 18, 1992, by and among Lender, Borrower
and Hilcoast Development Corp. shall also apply to Lender's
obligations to fund under the Note. Further, to the extent not
inconsistent with the terms of this letter, the terms and
provisions of Paragraphs A and C of that certain letter dated
November 30, 1992, from Hilcoast Development Corp. to Alvin
Wilensky, President of CV REIT, INC., shall apply to the Note, the
funds to be advanced by Lender thereunder, and the payment of
interest and/or commitment fees, etc.; it being understood and
agreed that, as relates to the Note, the funds to be advanced by
Lender thereunder, and the payment of interest and/or commitment
fees, etc., the terms of this letter shall control in the event of
any conflict.
10. As consideration to Lender for committing and holding aside
the funds required in order to make the advances of Loan proceeds
which Lender shall be obligated to lend to Borrower, and which
Borrower shall be entitled to borrow from Lender as aforesaid,
Borrower shall pay to Lender, on the first day of each month during
the term of the Loan commencing on the first day of October, 1995,
a "Commitment Fee" i an amount equal to seventy-five one-thousands
percent (0.075%) of the amount by which:
(a) the Maximum Commitment in effect during the immediately
preceding month (i.e., the maximum principal amount which Borrower
had been entitled to borrow from lender during such month, as set
forth in Paragraph 2 above);
shall have exceeded
(b) the average principal balance outstanding during such
month (said average principal balance outstanding being the
quotient computed by dividing [i] the sum of the principal balances
outstanding as at the close of business on each of the calendar
days during such month, by [ii] the number of calendar days in such
month.
The Commitment Fee for the period commencing on and including
the 11th day of August, 1995, and ending on and including the 31st
day of August, 1995, shall be pro-rated accordingly.
Kindly countersign this letter in the place designated below to
acknowledge and confirm your agreement to the foregoing terms and
provisions. Additionally, please cause Hilcoast Development Corp.
(as guarantor and sole shareholder of NewCen Communities, Inc.) to
countersign this letter in the place designated below to
acknowledge and confirm its consent to, and agreement with, the
terms and provisions of this letter. CV REIT, INC. shall not be
obligated to make the Loan referred to in this letter unless and
until both you and Hilcoast Development Corp. shall have
countersigned this letter and executed and delivered to CV REIT,
INC. the Note and other documents which CV REIT, INC. shall require
in order to more fully evidence and secure said Loan.
Very truly yours,
CV REIT, INC.
/s/ Alvin Wilensky
By:__________________________________
Alvin Wilensky, President
Confirmed, acknowledged and agreed:
NewCen Communities, Inc.
/s/ Michael S. Rubin
By:________________________________
Michael S. Rubin, President
Hilcoast Development Corp.
/s/ Jack Jaiven
By:________________________________
Jack Jaiven, Vice President
CV REIT, INC.
100 Century Boulevard
West Palm Beach, Florida 33417
As of August 11, 1995
NewCen Communities, Inc.
19146 Lyons Road
Boca Raton, Florida 33434
Attention: Mr. Michael S. Rubin, President
Gentleman:
This letter is intended to confirm the maximum aggregate amounts
which CV REIT, INC. has agreed to lend to NewCen Communities, Inc.
under the "Construction Note" (as said term is defined in the
Restated Loan Agreement), the $3,000,000.00 Promissory Note dated
September 30, 1993 (and secured by the Mortgage recorded in ORB
21247, P 0768, Public Records of Broward County, Florida), the
$2,500,000.00 Future Advance Promissory Note dated September 15,
1994, and the $4,000,000.00 Promissory Note dated August 11, 1995
(and secured by the Mortgage intended to be recorded in the Public
Records of Broward County, Florida contemporaneously with the
execution of this letter).
Said maximum funding commitments are as follows:
A. From Aug. 11, 1995 through Dec. 31, 1995: $16,000,000.00 *
B. From Jan. 01, 1996 through July 31, 1996: $17,000,000.00 *
C. From Aug. 01, 1996 through Nov. 30, 1996: $15,000,000.00 *
D. From Dec. 01, 1996 through Feb. 28, 1997: $13,000,000.00 *
E. From Mar. 01, 1997 through May 31, 1997: $11,000,000.00 *
F. From June 01, 1997 through the Maturity
Date of the Construction Note: $7,500,000.00 *
* subject to permanent reductions in connection with the payment
of required "Release Prices", if any, in accordance with the
terms of the Restated Loan Agreement.
In no event, however, shall the principal balance outstanding under
the above referenced promissory notes ever exceed eighty percent
(80%) of the sum of the following:
(i) "Net" (as defined in Paragraph D of Article 4 of the
Restated Loan Agreement [the "Restated Loan Agreement"]
referred to in Paragraph V of the Note) condominium building
inventory, less accounts payable in connection therewith; and
(i.e., plus)
(ii) "Net" on-site land improvements, less accounts
payable in connection therewith; and (i.e., plus)
(iii) "Net" "Community Wide Improvements" (as said term
is defined in Paragraph D of Article 4 of the Restated Loan
Agreement) located west of S.W. 136th Avenue in Century
Village, Pembroke Pines, less accounts payable in connection
therewith; and (i.e., plus)
(iv) $1,500.00 per Unit for each Unit within Century
Village, Pembroke Pines, Florida, which then remains to be
delivered; and (i.e., plus)
(v) a land value of $7,500.00 per Unit for each Unit
within Century Village, Pembroke Pines, Florida, which is
located west of S.W. 136th Avenue and which then remains to be
delivered; and (i.e., plus)
(vi) a land value of $4,200.00 per Unit for each Unit
within the Falmouth section of Century Village, Pembroke
Pines, Florida, which then remains to be delivered, less an
amount equal to the then outstanding principal balance of the
indebtedness evidenced by that certain Promissory Note dated
the 27th day of August, 1993, in the original principal amount
of $1,350,000.00, executed by NewCen Communities, Inc. in
favor of CV REIT, INC.
It is expressly understood and agreed that all loans which CV REIT,
INC. has heretofore made, and shall hereafter make, to NewCen
Communities, Inc. under the promissory notes referred to above
shall be governed, as applicable, by the specific terms and
provisions of the Restated Loan Agreement, by the specific terms
and provisions of said promissory notes, and by the specific terms
and provisions of the other documents, instruments and agreements
which have heretofore been executed and delivered in connection
therewith, and that this letter is not intended, and shall not be
deemed, to modify or amend any of the terms or provision of the
Restated Loan Agreement or of such promissory notes or of such
other documents, instruments or agreements. Further, this letter
is not intended, and shall not be deemed, to constitute or effect
a novation of the Restated Loan Agreement or of any of the
aforesaid promissory notes.
Very truly yours,
CV REIT, INC.
/s/ Alvin Wilensky
By:_________________________________
Alvin Wilensky, President
Confirmed, acknowledged and agreed:
NewCen Communities, Inc. Hilcoast Development Corp.
/s/ Michael S. Rubin /s/ Jack Jaiven
By:____________________________ By:________________________
Michael S. Rubin, President Jack Jaiven, Vice Pres.
EXHIBIT 10(ii)
HILCOAST DEVELOPMENT CORP.
19146 Lyons Road
Boca Raton, FL 33434
(407) 487-9630
FAX (407) 487-4659
August 11, 1995
CV Reit, Inc.
Century Village Administration Building
100 Century Blvd.
West Palm Beach, FL 33417
Attn: Mr. Alvin Wilensky, President
RE: $3,000,000.00 Promissory Note ("Note") dated September 30,
1993 from NewCen Communities, Inc., a Florida corporation
("Maker") in favor of CV Reit, Inc., a Delaware corporation
("Payee") Guaranteed by Hilcoast Development Corp., a Delaware
corporation ("Guarantor"); said Note being secured by that
certain Mortgage ("Mortgage") recorded in Official Records
Book 21247, at Page 768 of the Public Records of Broward
County, Florida
Dear Al:
The Guarantor is aware of the fact that the Maker has
requested the Payee to extend the "Maturity Date" as set forth in
the Note, as extended by those certain letter agreements, dated
September 30, 1994 and February 6, 1995, to May 31, 1997 provided,
of course, that the monthly interest payments shall continue to be
made to and including the first business day of May, 1997.
Please be advised that the Guarantor consents to the foregoing
and same shall in no way affect the obligations of the Guarantor as
the guarantor of the Note.
Very truly yours,
HILCOAST DEVELOPMENT CORP.
/s/ Michael S. Rubin
By:_________________________________
Michael S. Rubin, President
EXHIBIT 10(iii)
CV REIT, INC.
100 Century Blvd.
West Palm Beach, FL 33417
August 11, 1995
NewCen Communities, Inc.
19146 Lyons Road
Boca Raton, FL 33434
Attn: Mr. Michael S. Rubin, President
RE: $3,000,000.00 Promissory Note ("Note") dated September 30,
1993 from NewCen Communities, Inc., a Florida corporation
("Maker") in favor of CV Reit, Inc., a Delaware corporation
("Payee") Guaranteed by Hilcoast Development Corp., a Delaware
corporation ("Guarantor"); said Note being secured by that
certain Mortgage ("Mortgage") recorded in Official Records
Book 21247, at Page 768 of the Public Records of Broward
County, Florida
Dear Michael:
This letter will confirm that CV Reit has extended the
"Maturity Date" as set forth in the Note, as extended by those
certain letter agreements, dated September 30, 1994 and February 6,
1995, to May 31, 1997 provided, of course, that the monthly
interest payments shall continue to be made through and including
the first business day of May, 1997. In all other respects, the
Note shall remain in full force and effect in accordance with the
terms and provisions thereof.
Very truly yours,
CV REIT, INC.
/s/ Alvin Wilensky
By:_________________________________
Alvin Wilensky, President
EXHIBIT 10(iv)
HILCOAST DEVELOPMENT CORP.
19146 Lyons Road
Boca Raton, FL 33434
(407) 487-9630
FAX (407) 487-4659
August 11, 1995
CV Reit, Inc.
Century Village Administration Building
100 Century Blvd.
West Palm Beach, FL 33417
Attn: Mr. Alvin Wilensky, President
RE: $2,500,000.00 Future Advance Promissory Note ("Note") dated
September 15, 1994 from NewCen Communities, Inc., a Florida
corporation ("Maker") in favor of CV Reit, Inc., a Delaware
corporation ("Payee") Guaranteed by Hilcoast Development
Corp., a Delaware corporation ("Guarantor"); said Note being
secured by that certain Mortgage ("Mortgage") recorded in
Official Records Book 21247, at Page 768 of the Public Records
of Broward County, Florida
Dear Al:
The Guarantor is aware of the fact that the Maker has
requested the Payee to extend the "Maturity Date" as set forth in
the Note, as extended by that certain letter agreement, dated
February 6, 1995 to May 31, 1997, with the understanding, however,
that the outstanding principal balance of the Note must be reduced
to $500,000 on or before February 28, 1997, with the further
understanding that no sums may be borrowed under the Note
subsequent to February 28, 1997 which would increase the
outstanding principal balance of the Note to an amount in excess of
$500,000. Of course, the monthly interest payments shall continue
to be made to and including the first business day of May, 1997.
Please be advised that the Guarantor consents to the foregoing
and same shall in no way affect the obligations of the Guarantor as
the guarantor of the Note.
Very truly yours,
HILCOAST DEVELOPMENT CORP.
/s/ Michael S. Rubin
By:_________________________________
Michael S. Rubin, President
EXHIBIT 10(v)
CV REIT, INC.
100 Century Blvd.
West Palm Beach, FL 33417
August 11, 1995
NewCen Communities, Inc.
19146 Lyons Road
Boca Raton, FL 33434
Attn: Mr. Michael S. Rubin, President
RE: $2,500,000.00 Future Advance Promissory Note ("Note") dated
September 15, 1994 from NewCen Communities, Inc., a Florida
corporation ("Maker") in favor of CV Reit, Inc., a Delaware
corporation ("Payee") Guaranteed by Hilcoast Development
Corp., a Delaware corporation ("Guarantor"); said Note being
secured by that certain Mortgage ("Mortgage") recorded in
Official Records Book 21247, at Page 768 of the Public Records
of Broward County, Florida
Dear Michael:
This letter will confirm that CV Reit has extended the
"Maturity Date" as set forth in the Note, as extended by that
certain letter agreement, dated February 6, 1995, to May 31, 1997,
with the understanding, however, that the outstanding principal
balance of the Note must be reduced to $500,000 on or before
February 28, 1997, with the further understanding that no sums may
be borrowed under the Note subsequent to February 28, 1997 which
would increase the outstanding principal balance of the Note to an
amount in excess of $500,000. Of course, the monthly interest
payments shall continue to be made through and including the first
business day of May, 1997. In all other respects, the Note shall
remain in full force and effect in accordance with the terms and
provisions thereof.
Very truly yours,
CV REIT, INC.
/s/ Alvin Wilensky
By:_________________________________
Alvin Wilensky, President
EXHIBIT 10(vi)
HILCOAST ADVISORY SERVICES, INC.
19146 Lyons Road
Boca Raton, FL 33434
(407) 487-9630
August 3, 1995
Mr. Alvin Wilensky, President
CV Reit, Inc.
100 Century Blvd.
West Palm Beach, FL 33417
Re: Consulting and Advisory Agreement
("Advisory Agreement"), dated
July 31, 1992
Dear Mr. Wilensky,
This letter confirms that the above referenced Advisory
Agreement between CV Reit, Inc. and Hilcoast Advisory Services,
Inc. is hereby extended through July 31, 1996 under the same terms
and conditions set forth in the Advisory Agreement.
Very truly yours,
/s/ Jack Jaiven
Jack Jaiven
Executive Vice President
Agreement Acknowledged:
CV REIT, INC.
/s/ Alvin Wilensky
By:___________________________
Alvin Wilensky, President
Date: August 11, 1995
HILCOAST ADVISORY SERVICES, INC.
100 Century Blvd.
West Palm Beach, FL 33417
July 11, 1994
Mr. Alvin Wilensky
CV Reit, inc.
100 Century Blvd.
West Palm Beach, FL 33417
Re: Consulting and Advisory Agreement
("Advisory Agreement") dated July 31, 1992
Dear Alvin,
This letter confirms that the above referenced Advisory
Agreement between CV Reit, Inc. and Hilcoast Advisory Services,
Inc. is hereby extended through July 31, 1995 under the same terms
and conditions set forth in the Advisory Agreement.
Very truly yours,
/s/ Jack Jaiven
Jack Jaiven
Vice President
Agreement Acknowledged:
CV Reit, Inc.
/s/ Alvin Wilensky, Pres. July 12, 1994
_____________________________ ________________________
Alvin Wilensky Date
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