FLORIDA INCOME FUND II, L.P.
INDEX
PAGE NO.
PART I
FINANCIAL INFORMATION
Balance Sheets at September 30 1995
and December 31, 1994. . . . . . . . . . . . . . . . . .2
Statements of Income for the Three and Nine
Months Ended September 30, 1995 and 1994 . . . . . . . .3
Statements of Cash Flows for the Three and Nine
Months Ended September 30, 1995 and 1994 . . . . . . . .4
Notes to Financial Statements. . . . . . . . . . . . . .5
Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . .5-8
Other Information. . . . . . . . . . . . . . . . . . . .9
Signatures . . . . . . . . . . . . . . . . . . . . . . 10
Cover Page
Exhibit 27 - Financial Data Schedule
Exhibit 99-1 - Renewal Promissory Note $5,806,959.72
Exhibit 99-2 - Renewal Promissory Note $613,387.52
PAGE 1<PAGE>
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
BALANCE SHEETS
(Unaudited)
Sept. 30, Dec. 31,
1995 1994
___________ ___________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash 126,048 93,321
A/R Trade, Net of allowance for 138,583 87,049
doubtful accounts of $23,535
for September 30, 1995 and
$23,535 for December 31, 1994
Notes Receivable 62,845 88,719
Prepaid Expenses and Other 266,822 195,815
___________ ___________
Total Current Assets 594,298 464,904
RENTAL PROPERTIES, NET OF
ACCUMULATED DEPRECIATION OF
$3,915,770 AT SEPTEMBER 30, 1995
AND $3,514,674 AT DECEMBER 31, 1994 16,093,995 16,375,160
INTANGIBLE ASSETS
Deferred Loan Costs, Net 39,615 83,827
___________ __________
TOTAL ASSETS 16,727,908 16,923,891
LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
Current Maturities of Notes
and Mortgages Payable 8,143,013 6,606,330
Accounts Payable 63,410 104,702
Accrued Expenses 191,006 120,374
Customer & Security Deposits 192,014 196,596
___________ ___________
TOTAL CURRENT LIABILITIES 8,589,443 7,028,002
NOTES AND MORTGAGES PAYABLE 2,508,226 4,210,196
PARTNERS' CAPITAL
General Partners' Capital (171,724) (163,312)
Limited Partners' Capital 5,689,358 5,849,005
Net Income 112,605 -0-
___________ ___________
TOTAL PARTNERS' EQUITY 5,630,239 5,685,693
TOTAL LIABILITIES
AND PARTNERS' CAPITAL 16,727,908 16,923,891
</TABLE>
See Accompanying Notes to the Financial Statements
PAGE 2<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF INCOME
(Unaudited)
For Three Mos Ended For Nine Mos Ended
09/30/95 09/30/94 09/30/95 09/30/94
________ ________ ________ ________
<S> <C> <C> <C> <C>
REVENUES:
Rental Income 664,911 727,066 2,147,966 2,351,625
Interest Income 1,064 490 3,098 892
_______ _______ _________ _________
Total Revenues 665,975 727,556 2,151,064 2,352,517
EXPENSES:
Property Operating
Expenses 191,348 180,530 663,241 662,231
Real Estate Taxes 56,523 68,568 166,701 200,621
Interest Expense 256,036 259,388 763,208 800,353
Depreciation 133,699 147,524 401,097 442,573
Amortization 14,737 14,737 44,212 44,212
_______ _______ _________ _________
Total Expenses 652,343 670,747 2,038,459 2,149,990
NET INCOME 13,632 56,809 112,605 202,527
</TABLE>
See accompanying Notes to the Financial Statements
PAGE 3<PAGE>
<PAGE>
<TABLE>
<CAPTION>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
(Unaudited)
For Nine Months Ended
09/30/95 09/30/94
________ ________
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income 112,605 202,527
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation & Amortization 445,309 486,785
(Increase) decrease in receivables ( 25,660) (100,291)
(Increase) decrease in prepaid
expenses and other ( 71,008) (102,456)
Increase (decrease) accounts payable
and accrued expenses 29,340 213,393
Increase (decrease) in customer
and security deposits ( 4,582) 469
Net cash flow provided by operating _________ _________
activities 486,004 700,427
Cash flows from investing activities:
Improvements to rental properties (119,931) (117,364)
_________ _________
Net cash used in investing activities (119,931) (117,364)
Cash flows from financing activities:
Repayments of long-term borrowings (165,287) (173,085)
Partner distribution paid (168,059) (448,456)
Loan origination fees paid -0- ( 4,004)
Proceeds from short term borrowings -0- -0-
Repayment of short term borrowings -0- -0-
_________ _________
Net cash flows used by financing activities (333,346) (625,545)
Net increase (decrease) in cash 32,727 ( 42,482)
Cash at beginning of year 93,321 91,576
Cash at September 30 126,048 49,094
</TABLE>
See accompanying Notes to the Financial Statements
PAGE 4<PAGE>
<PAGE>
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not
include all disclosures necessary for fair presentation of the
Partnership's financial position, results of operations and
statements of cash flows in conformity with generally accepted
accounting principles, as set forth in the Partnership's Form 10-K
for the period ended December 31, 1994, or any other interim
period. In management's opinion, all adjustments have been made to
the financial statements necessary for a fair presentation of the
interim periods presented.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the three month period ended September 30, 1995, and
September 30, 1994, the Partnership incurred $40,467 and $41,678 in
property management fees paid to Mariner Capital Management, Inc.,
the Managing General Partner, in accordance with the Partnership
Agreement. These expenses are included in property expenses. The
General Partners and their affiliates are also entitled to
reimbursement of costs (including amounts of any salaries paid to
employees or its affiliates) directly attributable to the operation
of the Partnership that could have been provided by independent
parties. Costs amounting to $59,925 were incurred during the third
quarter of 1995. This compares to $70,778 of costs that were
incurred during the third quarter of 1994.
NOTE 3 - BALANCE SHEET
The Balance Sheet at December 31, 1994, has been taken from the
audited Financial Statements at that date.
NOTE 4 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION RESULTS OF OPERATIONS
Liquidity
The Partnership's cash position, including interest bearing
deposits at September 30, 1995, was $126,048. This compares to its
cash position of $93,321 at December 31, 1994. At September 30,
1994, the Partnership's cash position, including interest bearing
deposits, was $49,094.
PAGE 5<PAGE>
<PAGE>
Liquidity - Continued
The increase in cash between December 31, 1994, and September 30,
1995, was due primarily to cash provided by operations of $486,004,
principal repayments of $165,287, payments for rental property
improvements of $119,931 and partnership distributions paid of
$168,059.
The Partnership's total investment in properties for its portfolio
at September 30, 1995, was $20,009,765. This compares to its total
property investment at December 31, 1994, of $19,889,834 and
$21,613,308 at September 30, 1994. Other than as discussed herein,
there are no known trends, demands, commitments, events or
uncertainties that in management's opinion will result or are
reasonably likely to result in the registrant's liquidity
increasing or decreasing in any material way.
Capital Resources
The Partnership's outstanding debt as of September 30, 1995, was
$10,651,239. This compares to debt outstanding December 31, 1994,
of $10,816,526. The $165,287 decrease during the first nine months
was due to principal pay downs of $165,287. The Partnership had
$12,202,865 of outstanding debt at September 30, 1994.
In September 1995, the Partnership had two loans which came due.
The first loan in the amount of $5,816,082 is secured by a first
mortgage on Town Center, Heritage Square and Broadway Medical
Center. The second mortgage on these properties in the amount of
$628,361 also came due in September 1995. Management has received
a six month extension from the lender on these loans with an option
to extend for an additional six months.
Results of Operations
As of September 30, 1995 and 1994, the occupancy percentages for
the Fund's properties were as follows: Broadway Medical Center,
75% and 100%, Marco Town Center Mall, 87% and 88%, Heritage Square
Shopping Center, 92% and 97%, Manatee West Shopping Center, 68% and
95%, and Pinebrook Commons, 97% and 80%.
For the nine months ended September 30, 1995, rental income
decreased $203,659 as compared to the same period one year ago.
The decrease in rental income was attributed to Broadway Center
decreasing $10,044, Laurel Medical Center decreasing $78,279, Marco
Town Center Mall decreasing $55,579, Manatee West decreasing
$121,511, Heritage Square increasing $6,680 and Pinebrook Commons
increasing $55,074.
PAGE 6<PAGE>
<PAGE>
Results of Operations - Continued
For the nine months ended September 30, 1995, interest income
increased by $2,206. Rental revenue increases were attributable to
increases in the CPI, rent escalator clauses and additional tenants
occupying the spaces. Broadway Medical, Town Center and Manatee
West's rent decreases were due to vacancies occurring in those
centers. The rental decrease at Laurel Medical Center was due to
the Partnership not owning this property in 1995, whereas the
Partnership owned the property in the first six months of 1994.
Property expenses increased by $1,010 from a year ago due to the
following factors: maintenance costs and insurance claims
increased primarily at Town Center and Pinebrook Commons. These
increases were partially offset by the costs of Laurel Center which
were not incurred in 1995 and reductions in bad debt expenses at
Heritage Square and Manatee West.
Real estate taxes have decreased to reflect anticipated assessments
for the year and the decrease due to Laurel Center not belonging to
the Partnership portfolio.
Interest expense has decreased $37,145 for the nine month period
ended September 30, 1995, as compared to a year ago. This decrease
is due to the partnership's debt decreasing from $10,816,526 at
December 31, 1994, to $10,651,239 as of September 30, 1995. The
partnership also did not make mortgage payments on the Laurel
Medical Center loan in the nine months of 1995. The partnership's
debt as of September 30, 1994, was $12,202,865.
Depreciation and amortization have decreased $41,476 due to Laurel
Medical Center not belonging to the Partnership portfolio.
During the first quarter of 1993, Tandy Corporation closed their
9,900 square foot McDuff's Electronics store located in Pinebrook
Commons Shopping Center. This is a result of their corporate
decision to close approximately 100 stores. Management and Tandy
have agreed to settle the outstanding future rental obligation,
with Tandy agreeing to pay 15 months rent in order to terminate
their lease obligations. The amount of the settlement was
$114,468. The lender on the property, Allstate Life Insurance
Company, has agreed to this settlement. These funds have been
placed into escrow to fund future capital improvements, pay leasing
commissions and for future loan payments. As of September, the
amount remaining in escrow is $40,136.
PAGE 7
<PAGE>
<PAGE>
Results of Operations - Continued
Management had released the entire 9,900 square foot McDuff's
space. The last space was built out in the third quarter of 1995
and the tenant has occupied their space. The fund has requested
the remaining escrow money be released by the lender.
For the three months ended September 30, 1995, rental income
decreased $62,155 as compared to the same period one year ago. The
decrease in rental income was attributed to Broadway Medical Center
decreasing $4,623, Laurel Medical Center increasing $3,426, Town
Center Shopping Center decreasing $64,244, Manatee West Shopping
Center decreasing $21,231, Heritage Square Shopping Center
increasing $18,421 and Pinebrook Commons Shopping Center increasing
$6,096.
Total expenses for the three months ended September 30, 1995, have
decreased by $18,404 primarily due to the Partnership owning one
less property in 1995.
PAGE 8<PAGE>
<PAGE>
PART II
OTHER INFORMATION
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER MATERIALLY IMPORTANT EVENTS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
99-1 First mortgage loan extension secured by
Town Center, Heritage Square and Broadway
Medical Center between NationsBank and
Florida Income Fund II, L.P.
99-2 Second mortgage loan extension secured by
Town Center, Heritage Square and Broadway
Medical Center between NationsBank and
Florida Income Fund II, L.P.
(B) REPORTS ON FORM 8-K
None
PAGE 9<PAGE>
<PAGE>
PART III
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.
FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
MARINER CAPITAL MANAGEMENT, INC.
MANAGING GENERAL PARTNER
(Registrant)
11/6/95 Lawrence A. Raimondi
President and Director, and CEO
Mariner Capital Management, Inc.
(Principal Executive Officer)
(SIGNATURE)
11/6/95 Michael J. Scullion
Secretary/Treasurer
Mariner Capital Management, Inc.
(Principal Financial and
Accounting Officer)
(SIGNATURE)
PAGE 10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 126,048
<SECURITIES> 0
<RECEIVABLES> 224,963
<ALLOWANCES> 23,535
<INVENTORY> 0
<CURRENT-ASSETS> 594,298
<PP&E> 20,009,765
<DEPRECIATION> 3,915,770
<TOTAL-ASSETS> 16,727,908
<CURRENT-LIABILITIES> 8,589,443
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,727,908
<SALES> 0
<TOTAL-REVENUES> 2,151,064
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,275,251
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 763,208
<INCOME-PRETAX> 112,605
<INCOME-TAX> 0
<INCOME-CONTINUING> 112,605
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 112,605
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
NATIONSBANK RENEWAL PROMISSORY NOTE
NationsBank of Florida, N.A.
Borrower's Taxpayer Identification No.
or Social Security No.: 31-1168320
Effective Date: October 31, 1995
$5,806,959.72
For Value Received, FLORIDA INCOME FUND II LIMITED PARTNERSHIP,
an Ohio Limited Partnership qualified to do business in Florida
("Borrower") unconditionally (and jointly and severally, if more
than one) promises to pay to the order of NationsBank of Florida,
N.A., formerly known as NCNB National Bank of Florida, N.A., or
any subsequent holder of this Note ("Bank"), at its principal
offices located at 400 North Ashley Drive, Tampa, Florida 33602
(FLI-010-07-01) (or at such other place or places as Bank may
designate), the principal amount of FIVE MILLION EIGHT HUNDRED
SIX THOUSAND NINE HUNDRED FIFTY NINE Dollars and 72/100
($5,806,959.72), or so much thereof as may be from time to time
outstanding, plus interest thereon at the Rate hereinafter
defined, all in accordance with the terms and conditions of this
Renewal Promissory Note (the "Note") and in accordance with the
Loan Agreement between Borrower and Bank (the "Loan Agreement").
This Note is secured by a Mortgage and Security Agreement dated
as of the effective date of September 6, 1990, filed for record
in the Public Records of Collier County, Florida and Lee County,
Florida (the "Mortgage"). The other agreements are hereinafter
referred to collectively as the "Security Documents" and the loan
evidenced thereby is hereinafter referred to as the "Loan".
Terms used herein but not otherwise defined hereunder are defined
as set forth in the Security Documents or the Loan Agreement.
All of the terms, definitions, conditions and covenants of the
Loan Agreement and the Security Documents are expressly made a
part of this Note by reference in the same manner and with the
same effect as if set forth herein at length, and any holder of
this Note is entitled to the benefits of and remedies provided in
the Loan Agreement and the Security Documents.
1. Prime Rate. For purposes hereof, "Prime Rate" means the
fluctuating rate of interest per annum established by Bank as its
prime lending rate in effect from time to time whether or not
such rate shall be otherwise published. Such Prime Rate is
established by Bank as an index or base rate and may or may not
at any time be the best or lowest rate of interest offered by
Bank.
Page 1<PAGE>
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2. Interest. The outstanding Loan principal balance shall bear
interest at a variable rate per annum equal to the Prime Rate
plus 1% per annum. The interest rate hereunder shall be adjusted
daily in accordance with fluctuations in the Prime Rate.
Interest shall be computed on the basis of a daily amount of
interest accruing on the daily outstanding principal balance
during a 365-day year multiplied by the actual number of days the
principal is outstanding during such applicable interest period.
3. Payment of Principal Plus Interest. Principal shall be paid
in six (6) equal monthly installments of $4,978.00 each,
commencing on September 6, 1995, together with accrued interest
thereon and continuing on the same day of each successive month
thereafter, with a final payment of all unpaid principal and
interest thereon on March 6, 1996.
All payments of principal and interest shall be made in lawful
currency of the United States of America which shall be legal
tender in payment of all debts, public and private, at the time
of payment.
4. Prepayment. This Note may be prepaid in whole or in part at
any time without fee, premium or penalty. Any partial prepayment
shall be applied in accordance with paragraph 11 below and shall
not postpone the due date of any subsequent periodic installments
or the Maturity Date, or change the amount of such installments
due, unless Bank shall otherwise agree in writing.
5. Late Charges. Should Borrower fail to pay the installments
of interest or principal (if applicable) within five (5) days
from the due date provided for herein, then Borrower further
promises to pay a late payment charge equal to four percent (4%)
of the amount of the unpaid installment as liquidated
compensation to Bank for the extra expense to Bank to process and
administer the late payment, Borrower agreeing, by execution
hereof, that any other measure of compensation for a late payment
is speculative and impossible to compute. This provision for
late charges shall not be deemed to extend the time for payment
or be a "grace period" or "cure period" that gives Borrower a
right to cure a Default or Default Condition. Imposition of late
charges is not contingent upon the giving of any notice or lapse
of any cure period provided for in the Mortgage and shall not be
deemed a waiver of any right or remedy of Bank, including without
limitation, acceleration of this Note.
6. Maturity Date. The then outstanding principal balance plus
all accrued but unpaid interest shall be due and payable on March
6, 1996 (the "Maturity Date").
Page 2<PAGE>
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7. Extension Options. Borrower may elect to extend the maturity
date of the Note for six months to September 6, 1996, under the
payment schedule set forth below. To extend into the second six
months, Borrower must meet one of two requirements: (a) a bona
fide contract has been executed on the Marco Town Center Shopping
Center in an amount that the net proceeds to Borrower will retire
the Bank's debt in full, or (b) Borrower has provided sufficient
proof of its application to secure other financing on the
collateral. The Bank in its absolute and sole judgment shall
determine if either contingency has been met.
8. Default. Any failure of Borrower or any Guarantor to comply
with any term, covenant, or condition of this Note, including
without limitation, Borrower's failure to pay principal,
interest, or expenses when same shall become due, or the
existence of any Default Condition or Default under the Security
Documents or Loan Agreement shall be deemed, at the option of
Bank, a Default under this Note.
9. Acceleration. Upon the occurrence of a Default hereunder or
under the terms of any one or more of the Security Documents or
the Loan Agreement, which is not cured within any applicable
grace period, Bank may declare the then outstanding principal and
all accrued but unpaid interest immediately due and payable and
upon acceleration and thereafter this Note shall bear interest at
the Default Rate, hereinafter defined, until all indebtedness
evidenced hereby and secured by the Security Documents has been
paid in full. Further, in the event of such acceleration, the
Loan, and all other indebtedness of Borrower to Bank arising out
of or in connection with the Loan shall become immediately due
and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by Borrower.
Notwithstanding any provision contained in any Loan Document to
the contrary, the Bank on behalf of itself and any successor or
assign of the Bank of any interest in the Note and the Collateral
agrees for itself and subsequent holders of any interest in the
Note or the Collateral (1) not to seek any judgment for a
deficiency against the Borrower, its successors and assigns, or
any of its partners, in any action to foreclose the Mortgage, (2)
in the event that any suit is brought on the Note and judgment
obtained in such a suit, such judgment will be enforced only
against the Collateral and (3) there shall be no personal
liability on the part of the Borrower or any of its general or
limited partners.
Page 3<PAGE>
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Nothing in this Section shall be deemed to be a release or
impairment of the Liabilities or of the security interest in the
Collateral or preclude the Bank, or any other holder of the Note
from foreclosing its security interest in the Collateral in case
of any default or from enforcing any of its rights except as
stated in this Section or shall prejudice any rights of the Bank
or holder of the Note under this Agreement or the other
Agreements.
10. Default Rate. After default or maturity or upon
acceleration, and thereafter, the unpaid indebtedness
then evidenced by this Note and due under and secured by the
Security Documents shall bear interest at a fixed rate equal to
the lesser of (a) the maximum rate then permitted under
applicable law, or (b) twenty percent (20%) per annum.
11. Application of Payments. All sums received by Bank for
application to the Loan may be applied by Bank to late charges,
expenses, costs, interest, principal, and other amounts owing to
Bank in connection with the Loan in the order selected by Bank in
its sole discretion.
12. Expenses. In the event this Note is not paid when due on
any stated or accelerated maturity date, or should it be
necessary for Bank to enforce any other of its rights under this
Note, the Loan Agreement, or the Security Documents, Borrower
will pay to Bank, in addition to principal, interest and other
charges due hereunder or under the Loan Agreement or the Security
Documents, all costs of collection or enforcement, including
reasonable attorneys' fees, paralegals' fees, legal assistants'
fees, costs and expenses, whether incurred with respect to
collection, litigation, bankruptcy proceedings, interpretation,
dispute, negotiation, trial, appeal, defense of actions
instituted by a third party against Bank arising out of or
related to the Loan, enforcement of any judgment based on this
Note, or otherwise, whether or not a suit to collect such amounts
or to enforce such rights is brought or, if brought, is
prosecuted to judgment.
13. Waiver. All persons now or at any time liable for payment
of this Note, whether directly or indirectly, including without
limitation any Guarantor, hereby waive presentment, protest,
notice of protest and dishonor.
Page 4<PAGE>
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The undersigned expressly consents to any extensions and
renewals, in whole or in part, to the release of any collateral
security or portions thereof, given to secure this Note, and all
delays in time of payment or other performance which Bank may
grant, in its sole discretion, at any time and from time to time
without limitation all without any notice or further consent of
Borrower, and in any such grant by Bank shall not be deemed a
waiver of any subsequent delay or any of Bank's rights hereunder
or under the Loan Agreement or the Security Documents.
14. Usury. In no event shall this or any other provision herein
or in the Loan Agreement or Security Documents, permit the
collection of any interest which would be usurious under the laws
of the State of Florida. If any such interest in excess of the
maximum rate allowable under applicable law has been collected,
Borrower agrees that the amount of interest collected above the
maximum rate permitted by applicable law, together with interest
thereon at the rate required by applicable law, shall be refunded
to Borrower, and Borrower agrees to accept such refund, or, at
Borrower's option, such refund shall be applied as a principal
payment hereunder.
15. Modification. This Note may not be changed orally, but only
by an agreement in writing signed by the Bank and Borrower.
16. Applicable Law. This Note shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Notices. All notices or other communications required or
permitted to be given pursuant to the provisions of this Note
shall be given in accordance with the notice provisions of the
Mortgage.
18. Successors and Assigns. As used herein, the terms
"Borrower" and "Bank" shall be deemed to include their respective
heirs, personal representatives, successors and assigns.
19. Severability. In the event any one or more of the
provisions of this Note shall for any reason be held to be
invalid, illegal, or unenforceable, in whole or in part or in any
respect, or in the event that any one or more of the provisions
of this Note operates or would prospectively operate to
invalidate this Note, then and in any of those events, only such
provision or provisions shall be deemed null and void and shall
not affect any other provision of this Note. The remaining
provisions of this Note shall remain operative and in full force
and effect and shall in no way be affected, prejudiced, or
disturbed thereby. In the event any provisions of this Note are
inconsistent with the provisions of the Loan Agreement, the
Security Documents, or any other agreements or documents executed
in connection with this note, this Note shall control.
Page 5<PAGE>
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20. Captions; Pronouns. Captions are for reference only and in
no way limit the terms of this Note. The pronouns used in this
instrument shall be construed as masculine, feminine, or neuter
as the occasion may require. Use of the singular includes the
plural, and vice versa.
21. Business Day. Any reference herein or in the Loan Agreement
or Security Documents to a day or business day shall be deemed to
refer to a banking day which shall be a day on which Bank is open
for the transaction of business, excluding any national holidays,
and any performance which would otherwise be required on a day
other than a banking day shall be timely performed in such
instance, if performed on the next succeeding banking day.
Notwithstanding such timely performance, interest shall continue
to accrue hereunder until such payment or performance has been
made.
22. WAIVER OF TRIAL BY JURY. LENDER AND BORROWER HEREBY
KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO
ANY LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
LENDER AND BORROWER ENTERING INTO THE SUBJECT LOAN TRANSACTION.
23. Renewal Note. This Note is a renewal of that certain
Promissory Note dated September 6, 1990, in the original
principal amount of $6,000,000.00, given by Borrower in favor of
Bank, upon which documentary tax was paid.
In the event of any conflict between the terms and provisions of
this Note and the terms and provisions of the Note set forth in
the preceding paragraph, the terms and provisions of this Note
shall govern.
BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS LOAN ARE TO
BE USED PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL
PURPOSES. BORROWER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND
AGREES TO BE BOUND BY, ALL TERMS AND CONDITIONS OF THIS NOTE,
INCLUDING THE ADDITIONAL TERMS AND CONDITIONS SET FORTH BELOW IN
THIS NOTE, AND HEREBY EXECUTES THIS NOTE UNDER SEAL.
Page 6<PAGE>
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Borrower:
Date: October 31, 1995 FLORIDA INCOME FUND II LIMITED
PARTNERSHIP, an Ohio Limited Partnership
By: Mariner Capital Management, Inc.,
General Partner
By: Lawrence A. Raimondi
President
(SIGNATURE)
ATTEST:
Michael J. Scullion
Secretary
(SIGNATURE)
Page 7<PAGE>
NATIONSBANK RENEWAL PROMISSORY NOTE
NationsBank of Florida, N.A.
Borrower's Taxpayer Identification No.
or Social Security No.: 31-1168320
Effective Date: October 31, 1995
$613,387.52
For Value Received, FLORIDA INCOME FUND II LIMITED PARTNERSHIP,
an Ohio Limited Partnership qualified to do business in Florida
("Borrower") unconditionally (and jointly and severally, if more
than one) promises to pay to the order of NationsBank of Florida,
N.A., formerly known as NCNB National Bank of Florida, N.A., or
any subsequent holder of this Note ("Bank"), at its principal
offices located at 400 North Ashley Drive, Tampa, Florida 33602
(FLI-010-07-01) (or at such other place or places as Bank may
designate), the principal amount of SIX HUNDRED THIRTEEN THOUSAND
THREE HUNDRED EIGHTY-SEVEN Dollars and 52/100 ($613,387.52), or
so much thereof as may be from time to time outstanding, plus
interest thereon at the Rate hereinafter defined, all in
accordance with the terms and conditions of this Renewal
Promissory Note (the "Note") and in accordance with the Loan
Agreement between Borrower and Bank (the "Loan Agreement"). This
Note is secured by a Line of Credit Mortgage and Security
Agreement dated as of the effective date of May 6, 1991, filed
for record in the Public Records of Collier County, Florida and
Lee County, Florida (the "Mortgage"), and the Guaranty Agreement
(the "Guaranty") of Mariner Capital Management, Inc.. The
Guaranty and such other agreements are hereinafter referred to
collectively as the "Security Documents" and the loan evidenced
thereby is hereinafter referred to as the "Loan". Terms used
herein but not otherwise defined hereunder are defined as set
forth in the Security Documents or the Loan Agreement. All of
the terms, definitions, conditions and covenants of the Loan
Agreement and the Security Documents are expressly made a part of
this Note by reference in the same manner and with the same
effect as if set forth herein at length, and any holder of this
Note is entitled to the benefits of and remedies provided in the
Loan Agreement and the Security Documents.
Page 1<PAGE>
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1. Prime Rate. For purposes hereof, "Prime Rate" means the
fluctuating rate of interest per annum established by Bank as its
prime lending rate in effect from time to time whether or not
such rate shall be otherwise published. Such Prime Rate is
established by Bank as an index or base rate and may or may not
at any time be the best or lowest rate of interest offered by
Bank.
2. Interest. The outstanding Loan principal balance shall bear
interest at a variable rate per annum equal to the Prime Rate
plus 1% per annum. The interest rate hereunder shall be adjusted
daily in accordance with fluctuations in the Prime Rate.
Interest shall be computed on the basis of a daily amount of
interest accruing on the daily outstanding principal balance
during a 365-day year multiplied by the actual number of days the
principal is outstanding during such applicable interest period.
3. Payment of Principal Plus Interest. Principal shall be paid
in six (6) equal monthly installments of $4,978.00 each,
commencing on September 6, 1995, together with accrued interest
thereon and continuing on the same day of each successive month
thereafter, with a final payment of all unpaid principal and
interest thereon on March 6, 1996.
All payments of principal and interest shall be made in lawful
currency of the United States of America which shall be legal
tender in payment of all debts, public and private, at the time
of payment.
4. Prepayment. This Note may be prepaid in whole or in part at
any time without fee, premium or penalty. Any partial prepayment
shall be applied in accordance with paragraph 11 below and shall
not postpone the due date of any subsequent periodic installments
or the Maturity Date, or change the amount of such installments
due, unless Bank shall otherwise agree in writing.
5. Late Charges. Should Borrower fail to pay the installments
of interest or principal (if applicable) within five (5) days
from the due date provided for herein, then Borrower further
promises to pay a late payment charge equal to four percent (4%)
of the amount of the unpaid installment as liquidated
compensation to Bank for the extra expense to Bank to process and
administer the late payment, Borrower agreeing, by execution
hereof, that any other measure of compensation for a late payment
is speculative and impossible to compute. This provision for
late charges shall not be deemed to extend the time for payment
or be a "grace period" or "cure period" that gives Borrower a
right to cure a Default or Default Condition.
Page 2<PAGE>
<PAGE>
Imposition of late charges is not contingent upon the giving of
any notice or lapse of any cure period provided for in the
Mortgage and shall not be deemed a waiver of any right or remedy
of Bank, including without limitation, acceleration of this Note.
6. Maturity Date. The then outstanding principal balance plus
all accrued but unpaid interest shall be due and payable on March
6, 1996 (the "Maturity Date").
7. Extension Options. Borrower may elect to extend the maturity
date of the Note for six months to September 6, 1996, under the
payment schedule set forth below. To extend into the second six
months, Borrower must meet one of two requirements: (a) a bona
fide contract has been executed on the Marco Town Center Shopping
Center in an amount that the net proceeds to Borrower will retire
the Bank's debt in full, or (b) Borrower has provided sufficient
proof of its application to secure other financing on the
collateral. The Bank in its absolute and sole judgment shall
determine if either contingency has been met.
8. Default. Any failure of Borrower or any Guarantor to comply
with any term, covenant, or condition of this Note, including
without limitation, Borrower's failure to pay principal,
interest, or expenses when same shall become due, or the
existence of any Default Condition or Default under the Security
Documents or Loan Agreement shall be deemed, at the option of
Bank, a Default under this Note.
9. Acceleration. Upon the occurrence of a Default hereunder or
under the terms of any one or more of the Security Documents or
the Loan Agreement, which is not cured within any applicable
grace period, Bank may declare the then outstanding principal and
all accrued but unpaid interest immediately due and payable and
upon acceleration and thereafter this Note shall bear interest at
the Default Rate, hereinafter defined, until all indebtedness
evidenced hereby and secured by the Security Documents has been
paid in full. Further, in the event of such acceleration, the
Loan, and all other indebtedness of Borrower to Bank arising out
of or in connection with the Loan shall become immediately due
and payable, without presentation, demand, protest or notice of
any kind, all of which are hereby waived by Borrower.
10. Default Rate. After default or maturity or upon
acceleration, and thereafter, the unpaid indebtedness
then evidenced by this Note and due under and secured by the
Security Documents shall bear interest at a fixed rate equal to
the lesser of (a) the maximum rate then permitted under
applicable law, or (b) twenty percent (20%) per annum.
Page 3<PAGE>
<PAGE>
11. Application of Payments. All sums received by Bank for
application to the Loan may be applied by Bank to late charges,
expenses, costs, interest, principal, and other amounts owing to
Bank in connection with the Loan in the order selected by Bank in
its sole discretion.
12. Expenses. In the event this Note is not paid when due on
any stated or accelerated maturity date, or should it be
necessary for Bank to enforce any other of its rights under this
Note, the Loan Agreement, or the Security Documents, Borrower
will pay to Bank, in addition to principal, interest and other
charges due hereunder or under the Loan Agreement or the Security
Documents, all costs of collection or enforcement, including
reasonable attorneys' fees, paralegals' fees, legal assistants'
fees, costs and expenses, whether incurred with respect to
collection, litigation, bankruptcy proceedings, interpretation,
dispute, negotiation, trial, appeal, defense of actions
instituted by a third party against Bank arising out of or
related to the Loan, enforcement of any judgment based on this
Note, or otherwise, whether or not a suit to collect such amounts
or to enforce such rights is brought or, if brought, is
prosecuted to judgment.
13. Waiver. All persons now or at any time liable for payment
of this Note, whether directly or indirectly, including without
limitation any Guarantor, hereby waive presentment, protest,
notice of protest and dishonor. The undersigned expressly
consents to any extensions and renewals, in whole or in part, to
the release of any collateral security or portions thereof, given
to secure this Note, and all delays in time of payment or other
performance which Bank may grant, in its sole discretion, at any
time and from time to time without limitation all without any
notice or further consent of Borrower, and in any such grant by
Bank shall not be deemed a waiver of any subsequent delay or any
of Bank's rights hereunder or under the Loan Agreement or the
Security Documents.
14. Usury. In no event shall this or any other provision herein
or in the Loan Agreement or Security Documents, permit the
collection of any interest which would be usurious under the laws
of the State of Florida. If any such interest in excess of the
maximum rate allowable under applicable law has been collected,
Borrower agrees that the amount of interest collected above the
maximum rate permitted by applicable law, together with interest
thereon at the rate required by applicable law, shall be refunded
to Borrower, and Borrower agrees to accept such refund, or, at
Borrower's option, such refund shall be applied as a principal
payment hereunder.
Page 4<PAGE>
<PAGE>
15. Modification. This Note may not be changed orally, but only
by an agreement in writing signed by the Bank and Borrower.
16. Applicable Law. This Note shall be governed by and
construed in accordance with the laws of the State of Florida.
17. Notices. All notices or other communications required or
permitted to be given pursuant to the provisions of this Note
shall be given in accordance with the notice provisions of the
Mortgage.
18. Successors and Assigns. As used herein, the terms
"Borrower" and "Bank" shall be deemed to include their respective
heirs, personal representatives, successors and assigns.
19. Severability. In the event any one or more of the
provisions of this Note shall for any reason be held to be
invalid, illegal, or unenforceable, in whole or in part or in any
respect, or in the event that any one or more of the provisions
of this Note operates or would prospectively operate to
invalidate this Note, then and in any of those events, only such
provision or provisions shall be deemed null and void and shall
not affect any other provision of this Note. The remaining
provisions of this Note shall remain operative and in full force
and effect and shall in no way be affected, prejudiced, or
disturbed thereby. In the event any provisions of this Note are
inconsistent with the provisions of the Loan Agreement, the
Security Documents, or any other agreements or documents executed
in connection with this note, this Note shall control.
20. Captions; Pronouns. Captions are for reference only and in
no way limit the terms of this Note. The pronouns used in this
instrument shall be construed as masculine, feminine, or neuter
as the occasion may require. Use of the singular includes the
plural, and vice versa.
21. Business Day. Any reference herein or in the Loan Agreement
or Security Documents to a day or business day shall be deemed to
refer to a banking day which shall be a day on which Bank is open
for the transaction of business, excluding any national holidays,
and any performance which would otherwise be required on a day
other than a banking day shall be timely performed in such
instance, if performed on the next succeeding banking day.
Notwithstanding such timely performance, interest shall continue
to accrue hereunder until such payment or performance has been
made.
Page 5<PAGE>
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22. WAIVER OF TRIAL BY JURY. LENDER AND BORROWER HEREBY
KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
ACTION, PROCEEDING OR COUNTERCLAIM BASED ON THIS NOTE, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO OR TO
ANY LOAN DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
LENDER AND BORROWER ENTERING INTO THE SUBJECT LOAN TRANSACTION.
23. Renewal Note. This Note is a renewal of that certain
Renewed, Amended and Consolidated Promissory Note dated December
15, 1992, in the original principal amount of $765,000.00, given
by Borrower in favor of Bank, which Note consolidated and renewed
that certain Future Advance Promissory Note dated December 15,
1992, in the original principal amount of $365,000.00, upon which
documentary tax was paid, from Borrower in favor of Bank, and
that certain Renewed and Amended Promissory Note dated November
6, 1992, in the original principal amount of $400,000.00, given
by Borrower in favor of Bank, which Note renewed and amended that
certain Promissory Note dated May 6, 1991, in the original
principal amount of $400,000.00, given by Borrower in favor of
Bank, upon which documentary tax was paid.
In the event of any conflict between the terms and provisions of
this Note and the terms and provisions of the Notes set forth in
the preceding paragraph, the terms and provisions of this Note
shall govern.
BORROWER REPRESENTS TO BANK THAT THE PROCEEDS OF THIS LOAN ARE TO
BE USED PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL
PURPOSES. BORROWER ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND
AGREES TO BE BOUND BY, ALL TERMS AND CONDITIONS OF THIS NOTE,
INCLUDING THE ADDITIONAL TERMS AND CONDITIONS SET FORTH BELOW IN
THIS NOTE, AND HEREBY EXECUTES THIS NOTE UNDER SEAL.
Borrower:
Date: October 31, 1995 FLORIDA INCOME FUND II LIMITED
PARTNERSHIP, an Ohio Limited Partnership
By: Mariner Capital Management, Inc.,
General Partner
By: Lawrence A. Raimondi
President
(SIGNATURE)
ATTEST:
Michael J. Scullion
Secretary
(SIGNATURE)
Page 6<PAGE>
