<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
Commission file number 1-12428
OASIS RESIDENTIAL, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
NEVADA 88-0297457
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
4041 East Sunset Road, Henderson, Nevada 89014
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(702) 435-9800
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by a check mark whether the registrant: (1) has filed all reports 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Shares Outstanding Date
---------------------------------- ------------------ ----------------
<S> <C> <C>
Common Stock, $0. 01 par value 16,237,646 November 8, 1996
</TABLE>
<PAGE> 2
OASIS RESIDENTIAL, INC.
QUARTERLY REPORT ON FORM 10-Q
CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 1996
and December 31, 1995 2
Consolidated Statements of Operations for the Three
and Nine Months Ended September 30, 1996 and 1995 3
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1996 and 1995 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-12
PART II - OTHER INFORMATION 13
Signatures 14
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
- -------------------------------------------
OASIS RESIDENTIAL, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
Real estate assets:
Land $ 88,245 $ 79,860
Buildings and improvements 513,426 434,341
Furniture and fixtures 37,509 28,132
-------- --------
639,180 542,333
Less accumulated depreciation 49,958 38,743
-------- --------
589,222 503,590
Land held for development 3,667 6,064
Construction in progress 140,969 113,525
-------- --------
Net real estate assets 733,858 623,179
Cash and cash equivalents 3,626 5,970
Restricted cash 3,218 2,495
Deferred costs and other assets, net 8,984 10,292
-------- --------
Total assets $749,686 $641,936
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Notes payable $365,865 $250,825
Resident deposits and prepaid rent 2,175 1,688
Accounts payable and accrued expenses 8,294 8,969
-------- --------
Total liabilities 376,334 261,482
-------- --------
Commitments (Footnote 2)
Stockholders' equity:
Preferred stock, $2.25 Series A Cumulative Convertible, 42 42
$.01 par value, liquidation preference $25 per share,
15,000,000 shares authorized, 4,165,000 shares issued
and outstanding at September 30, 1996 and December 31, 1995
Common stock, $.01 par value, 100,000,000 shares authorized 162 162
16,237,646 shares issued and outstanding at
September 30, 1996 and December 31, 1995
Paid-in capital 386,910 386,910
Distributions in excess of net income (13,762) (6,660)
-------- --------
Total stockholders' equity 373,352 380,454
-------- --------
Total liabilities and stockholders' equity $749,686 $641,936
======== ========
</TABLE>
See notes to consolidated financial statements
2
<PAGE> 4
OASIS RESIDENTIAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------------ ------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Rental income $ 24,043 $ 18,658 $ 67,526 $ 53,210
Other income 832 850 2,308 2,427
---------- ---------- ---------- ----------
Total revenue 24,875 19,508 69,834 55,637
---------- ---------- ---------- ----------
Expenses:
Property operating and maintenance 7,333 5,786 20,109 15,756
General and administrative 881 674 2,514 2,121
Real estate taxes 1,363 1,066 3,748 2,936
Interest 3,954 1,401 10,276 5,207
Interest, non-cash (loan fees and costs) 276 332 846 972
Depreciation and amortization 3,964 3,052 11,225 8,728
---------- ---------- ---------- ----------
Total expenses 17,771 12,311 48,718 35,720
---------- ---------- ---------- ----------
Income before extraordinary item 7,104 7,197 21,116 19,917
Extraordinary item - 1,952 - 1,952
---------- ---------- ---------- ----------
Net income 7,104 5,245 21,116 17,965
Preferred dividend requirement 2,343 2,343 7,029 4,191
---------- ---------- ---------- ----------
Earnings available for common stock $ 4,761 $ 2,902 $ 14,087 $ 13,774
========== ========== ========== ==========
Earnings per common share:
Income before extraordinary item, net of
preferred dividend requirement $ 0.29 $ 0.30 $ .87 $ 0.97
Extraordinary item - (0.12) - (0.12)
========== ========== ========== ==========
Earnings available for common stock $ 0.29 $ 0.18 $ 0.87 $ 0.85
========== ========== ========== ==========
Dividends declared per common share $ 0.435 $ 0.41 $ 1.31 $ 1.23
========== ========== ========== ==========
Weighted average shares outstanding 16,237,646 16,237,646 16,237,646 16,228,069
========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 5
OASIS RESIDENTIAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------------
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 21,116 $ 17,965
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary item - 1,952
Depreciation and amortization 11,225 8,728
Interest, non-cash (loan fees and costs) 846 972
Changes in assets and liabilities:
Restricted cash (723) (259)
Deferred costs and other assets 452 (4,011)
Resident deposits and prepaid rent 487 330
Accounts payable and accrued expenses (676) 3,980
--------- ---------
Net cash provided by operating activities 32,727 29,657
--------- ---------
Cash flows from investing activities:
Purchase of real estate assets (12,224) (24,939)
Construction of real estate assets (109,669) (82,589)
--------- ---------
Net cash used in investing activities (121,893) (107,528)
--------- ---------
Cash flows from financing activities:
Proceeds from notes payable 116,500 150,393
Proceeds from sale of preferred stock - 99,228
Principal payments on notes payable (1,460) (156,064)
Dividends paid (28,218) (21,804)
--------- ---------
Net cash provided by financing activities 86,822 71,753
--------- ---------
Net decrease in cash and cash equivalents (2,344) (6,118)
Cash and cash equivalents, beginning 5,970 7,057
--------- ---------
Cash and cash equivalents, ending $ 3,626 $ 939
========= =========
Supplemental information:
Cash paid for interest $ 17,528 $ 11,044
========= =========
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 6
OASIS RESIDENTIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
1. BASIS OF PRESENTATION:
The accompanying consolidated financial statements have been prepared
in accordance with generally accepted accounting principles applicable to
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. However, in the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation have been included. The Company presumes
that users of the interim financial information herein have read or have
access to the audited financial statements for the preceding fiscal year and
that the adequacy of additional disclosure needed for a fair presentation may
be determined in that context. Accordingly, footnote disclosure which would
substantially duplicate the disclosure contained in the Company's 1995 Annual
Report on Form 10-K has been omitted.
The Company capitalizes all direct costs of developing its properties.
Interest is capitalized during development and construction until a property
is completed and ready for occupancy. In computing the amount of interest to
be capitalized for each period, the Company computes the average amount of
development and construction costs incurred on each project and then,
allocates interest costs associated with loans incurred for the purpose of
furthering the Company's development and construction activities. To the
extent that the total development and construction costs exceed the amount of
the construction-related loans, the Company applies its average borrowing
rate on other than construction-related loans to such excess construction
costs to derive the amount of additional capitalized interest. General and
administrative costs are expensed, except for the costs incurred in support
of the Company's construction-focused executives.
2. COMMITMENTS:
As of September 30, 1996, the Company had nine multifamily apartment
communities totaling 2,589 units in various stages of development. The total
aggregate cost of these developments upon completion is estimated to be
$178,975 including land acquisition costs. As of September 30, 1996, the
Company had expended approximately $140,969 in land acquisition and
development costs on these projects.
3. CREDIT FACILITY:
On September 24, 1996, the Company increased the borrowing capacity on
its unsecured credit facility from $150,000 to $200,000. Advances under the
credit facility continue to bear interest, at the Company's election, of
either LIBOR plus 1.50% or the prime lending rate.
4. SUBSEQUENT EVENTS:
The Company declared a quarterly dividend for its common stock of
$.435 per share. The dividend is to be paid on November 19, 1996 to
stockholders of record on November 7, 1996. The Company also announced on
October 28, 1996, the declaration of its quarterly dividend on its Series A
Cumulative Convertible Preferred Stock of $0.5625 per share. This preferred
stock dividend is to be paid on November 15, 1996 to stockholders of record on
November 1, 1996.
On November 8, 1996, Denver West Apartments, LLC, (the "Joint Venture")
finalized the agreement with Northwestern Mutual Life Insurance Company for
construction and permanent financing in the amount of $15,430 for Denver West,
a 321 unit apartment community under development in Denver, Colorado. The loan
bears an interest rate of 8.30% and matures August 1, 2007. The Company and
Stevinson Partnership, Ltd., each have a 50% interest in the Joint Venture. In
accordance with the terms of the Joint Venture agreement, each partner, as a
result of the loan closing, will make their respective initial contributions
of $3,955 into the Joint Venture.
The Company has entered into a contract with an unaffiliated third
party for the sale of Oasis Star I, a 44 unit apartment community in Las
Vegas. The expected sales price is $2,700. The Company anticipates that the
sale of this property will close on or around December 16, 1996. In addition,
the Company has executed a letter of intent with another unaffiliated third
party for the sale of Oasis Reef, a 60 unit apartment community in Las Vegas.
The expected sales price is $3,900. The closings of these transactions are
subject to certain contingencies and conditions, including the buyers' due
diligence, and therefore, there can be no assurance that these transactions
will be consummated or that the final terms thereof will not differ in
material respects from those summarized above.
5
<PAGE> 7
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained or
incorporated by reference in this document that are not based on historical
fact are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of the forward-looking terminology such as "may",
"will", "expect", "estimate", "anticipate", "continue" or similar terms,
variations of those terms or the negative of those terms. The "Risk Factors"
set forth in the Company's Annual Report on Form 10-K constitute cautionary
statements identifying important factors that could cause actual results to
differ materially from those in the forward-looking statements.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto appearing elsewhere in
this Form 10-Q.
RESULTS OF OPERATIONS
Increases in the operating results for the periods discussed below are
primarily the result of increases from period to period in the number of
properties owned and operated. Where applicable, comparisons have been made
on a weighted average per unit basis in order to adjust for such changes in
the number of units owned and operated. In computing the weighted average per
unit amounts, income and expenses of the commercial properties have been
eliminated.
Comparison of the three and nine months ended September 30, 1996 to the
three and nine months ended September 30, 1995.
The weighted average number of apartment units increased by 2,369 and
2,074 units for the three and nine months ended September 30, 1996, as
compared to the same periods in 1995. This increase was the result of
acquiring 276 units in September 1995 and the development of 1,697 units
since the end of September 1995. The total number of units operated as of
September 30, 1996 and 1995 were 13,040 and 11,067, respectively. The
weighted average number of apartment units for each of the periods was as
follows:
<TABLE>
<S> <C>
Three months ended September 30, 1996 12,989
Three months ended September 30, 1995 10,620
Nine months ended September 30, 1996 12,418
Nine months ended September 30, 1995 10,344
</TABLE>
For the three months ended September 30, 1996, net income increased by
$1,859,000 over the three months ended September 30, 1995. The third quarter
of 1995 included an extraordinary charge of $1,952,000 for unamortized loan
fees and costs associated with the credit facility debt that was retired
during the quarter. When examining income on an income before extraordinary
charge basis, income for the three months ended September 30, 1996 decreased
by $93,000 as compared to the three months ended September 30, 1995. This
decrease was primarily due to increases in expenses of $5,460,000 which were
partially offset by increased revenues of $5,367,000. The net decrease is
primarily due to increased interest expense associated with higher borrowings
which were used to fund capital improvements at the mature multifamily
apartment communities.
For the nine months ended September 30, 1996, net income increased by
$3,151,000 over the nine months ended September 30, 1995. When examining
income on an income before extraordinary charge basis, income for the nine
months ended September 30, 1996 increased by $1,199,000 over the nine months
ended September 30, 1995. This increase was primarily due to increased
revenues of $14,197,000, partially offset by increases in expenses of
$12,998,000. The net increase is primarily the result of operating
additional units during the nine months ended September 30, 1996, as compared
to the same period in 1995, partially offset by increased interest expense
associated with higher borrowings which were used to fund capital improvements
at the mature multifamily apartment communities.
6
<PAGE> 8
Property operations: The following table presents the Company's
results of operations for its multifamily apartment communities (excluding
commercial property and corporate general and administrative expenses) for
the three and nine months ended September 30, 1996 and 1995:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- -------------------------------
1996 1995 % CHANGE 1996 1995 % CHANGE
------- ------- -------- ------- ------- --------
(Dollars in thousands) (Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Rental income $23,871 $18,499 29.0% $67,039 $52,714 27.2%
Other income 781 621 25.8% 2,129 1,854 14.8%
------- ------- ---- ------- ------- ----
Total income 24,652 19,120 28.9% 69,168 54,568 26.8%
------- ------- ---- ------- ------- ----
Property operating and maintenance 7,303 5,757 26.9% 19,995 15,664 27.6%
Real estate taxes 1,352 1,054 28.3% 3,716 2,903 28.0%
Depreciation and amortization 3,867 2,993 29.2% 10,981 8,560 28.3%
------- ------- ---- ------- ------- ----
Total expenses, excluding interest 12,522 9,804 27.7% 34,692 27,127 27.9%
------- ------- ---- ------- ------- ----
Property net income, before interest $12,130 $ 9,316 30.2% $34,476 $27,441 25.6%
======= ======= ==== ======= ======= ====
</TABLE>
Rental income for the three and nine months ended September 30, 1996
increased over the same periods of 1995 by $5,372,000 and $14,325,000,
respectively, primarily due to the acquisition and development of additional
apartment communities. The weighted average monthly rental income per apartment
unit was approximately $613 and $600 for the three and nine months ended
September 30, 1996, respectively, as compared to $581 and $566 for the same
three and nine months periods in 1995, respectively.
Other income increased by $160,000 and $275,000 for the three and nine
months ended September 30, 1996, as compared to the same periods in 1995.
These increases are a result of the operation of additional properties in
1996.
Increases in property operating and maintenance expenses were
primarily the result of operating additional units in 1996 as compared to
1995. On a weighted average per unit, per month basis, these expenses
increased by $6 and $11 for the three and nine months ended September 30,
1996, respectively, as compared to the same periods in 1995. These increases
are primarily attributable to additional costs associated with the Company's
implementation of its brand-name operating strategy, as well as general
increases in utility rates during 1996.
Real estate taxes increased in 1996, primarily due to the acquisition
and development of additional properties. On a weighted average per unit, per
month basis, real estate taxes increased by $2 for the three and nine months
ended September 30, 1996 as compared to the same periods in 1995. These
increases are due to increases in property taxes at certain properties for
the tax year commencing July 1, 1996. In Nevada, properties are assessed at
their value as of July 1 of each year and, therefore, properties that are
under development as of that date are not assessed on their full value until
July 1 of the following year.
Depreciation and amortization increased by $874,000 and $2,421,000 for
the three and nine months ended September 30, 1996, respectively, as compared
to the same periods in 1995. These increases are due to additional
properties acquired and developed subsequent to September 30, 1995.
7
<PAGE> 9
"Same store" portfolio: The following table presents a comparison of the
operating results for the three and nine months ended September 30, 1996 as
compared to the three and nine months ended September 30, 1995 for the
properties that the Company owned as of December 31, 1994, consisting of 38
apartment communities, containing 9,819 apartment units:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------------------ --------------------------------------
1996 1995 % CHANGE 1996 1995 % CHANGE
------- ------- -------- ------- ------- --------
(Dollars in thousands) (Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Total income $17,599 $17,285 1.8% $52,291 $51,545 1.4%
------- ------- ------ ------- ------- -----
Real estate taxes 1,002 968 3.5% 2,948 2,811 4.9%
Marketing 243 197 23.4% 634 606 4.6%
Salaries and related costs 1,794 1,730 3.7% 5,413 5,223 3.6%
Utilities 1,426 1,300 9.7% 3,770 3,445 9.4%
Repairs and maintenance 1,166 1,299 (10.2%) 3,417 3,586 (4.7%)
Other operating expenses 631 661 (4.5%) 1,977 1,871 5.7%
------- ------- ------ ------- ------- -----
Total operating and maintenance
expenses 6,262 6,155 1.7% 18,159 17,542 3.5%
------- ------- ------ ------- ------- -----
Property operating income $11,337 $11,130 1.9% $34,132 $34,003 0.4%
======= ======= ====== ======= ======= =====
</TABLE>
Development communities: The following table presents the operating
results of the communities that have been developed by the Company since
December 31, 1994.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ---------------------------
1996 1995 1996 1995
------ ------ ------- ------
(Dollars in thousands) (Dollars in thousands)
<S> <C> <C> <C> <C>
Total income $6,535 $1,750 $15,389 $2,938
------ ------ ------- ------
Real estate taxes 313 80 659 86
Marketing 216 32 466 65
Salaries and related costs 701 248 1,737 384
Utilities 408 132 888 222
Repairs and maintenance 327 81 691 141
Other operating expenses 215 59 530 103
------ ------ ------- ------
Total operating and maintenance expenses 2,180 632 4,971 1,001
------ ------ ------- ------
Property operating income $4,355 $1,118 $10,418 $1,937
====== ====== ======= ======
Weighted average number of apartment units 2,894 525 2,323 249
====== ====== ======= ======
</TABLE>
8
<PAGE> 10
Acquisition communities: The following table presents the operating
results of the one community that was acquired by the Company in September 1995,
Oasis Centennial.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- ----------------------
1996 1995 1996 1995
----- ----- ------ -----
(Dollars in thousands) (Dollars in thousands)
<S> <C> <C> <C> <C>
Total income $518 $ 85 $1,488 $ 85
---- ---- ------ ----
Real estate taxes 37 6 109 6
Marketing 16 2 41 2
Salaries and related costs 63 4 177 4
Utilities 43 5 108 5
Repairs and maintenance 26 3 63 3
Other operating expenses 28 4 83 4
---- ---- ------ ----
Total operating and maintenance expenses 213 24 581 24
---- ---- ------ ----
Property operating income $305 $ 61 $ 907 $ 61
==== ==== ====== ====
Number of apartment units 276 276 276 276
==== ==== ====== ====
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities increased by $3,070,000 from
$29,657,000 in the nine months ended September 30, 1995 to $32,727,000 in the
nine months ended September 30, 1996, primarily due to increases in the rental
income from additional properties acquired and developed subsequent to September
30, 1995, and as a result of a reduction in deferred costs and other assets,
which were partially offset by a reduction in accounts payable and accrued
expenses.
Net cash used in investing activities increased by $14,365,000 from
$107,528,000 in the nine months ended September 30, 1995 to $121,893,000 in the
nine months ended September 30, 1996. During the nine months ended September
30, 1996, the Company had 13 properties under construction, containing 3,786
apartment units, of which 1,197 units were completed during the period. The
estimated total investment upon completion in the remaining 2,589 units is
approximately $178,975,000.
The Company funds its development activities through a combination of
working capital, construction loans and credit facility debt. On September 24,
1996, the Company increased the borrowing capacity on the credit facility from
$150,000,000 to $200,000,000. Advances under the credit facility continue to
bear interest, at the Company's election, of either LIBOR plus 1.50% or the
prime lending rate. At September 30, 1996, the Company had available $15,890,000
in a construction loan and had available borrowing capacity under the credit
facility of $46,414,000. In addition, the Company, in connection with its 50%
ownership interest in Denver West Apartments, LLC, had secured a commitment for
$15,430,000 in a construction loan. This loan closed on November 8, 1996.
Net cash provided by financing activities increased by $15,069,000, in
the nine months ended September 30, 1996 as compared to the nine months ended
September 30, 1995, primarily as a result of lower debt retirement in 1996 as
compared to 1995, partially offset by the issuance of convertible preferred
stock in April 1995, and an increase in dividends paid during 1996 as compared
to 1995 as a result of the preferred stock issuance.
The Company anticipates meeting its short-term liquidity requirements
through a combination of cash flow retained for investment purposes, cash
available from its credit facility and construction loans plus additional
long-term borrowings. The Company believes that its net cash provided by
operations will be adequate to meet its operating requirements and to pay
dividends in accordance with Real Estate Investment Trust ("REIT") requirements.
The Company expects to meet its long-term liquidity requirements, such
as funds for property acquisition and development and the repayment of mortgage
debt, through new long-term borrowings, the issuance of debt securities or
additional equity securities of the Company.
9
<PAGE> 11
INFLATION
The Company leases apartments to its residents under lease terms
generally ranging from six to twelve months. Management believes that the
short-term lease contracts lessen the impact of inflation by giving the
Company the ability to adjust rental rates to market levels as leases expire.
The impact of recent low rates of inflation have not been significant to the
Company's operations, except for the positive effects that low inflation has
had on reducing the Company's interest cost. Inflation, inflationary
expectations and their effects on interest rates may affect the Company in
the future by changing the underlying value of the Company's real estate
assets or by affecting the Company's costs of financing operations.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In 1995, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 121 "Accounting for Long Lived Assets" and
No. 123 "Accounting for Stock-Based Compensation." These statements are
effective for fiscal years beginning after December 15, 1995. Management
believes that adoption of Standard No. 121 will not have a material effect on
its financial position or results of operations. Management has adopted the
disclosure method of Standard No. 123 and, accordingly, there is no impact on
the Company's financial position or results of operations.
10
<PAGE> 12
The following table sets forth certain information with respect to notes payable
at September 30, 1996. In connection therewith, as of September 30, 1996, the
Company had 5,853 apartment units plus its headquarters commercial center
unencumbered:
<TABLE>
<CAPTION>
NUMBER INTEREST BALANCE
LENDER PROPERTIES OF UNITS MATURITY RATE 9/30/96
------ ---------- -------- -------- -------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
CREDIT FACILITY DEBT
- --------------------
Wells Fargo Bank Unsecured -- 09/97(1) LIBOR + 1.50%(2) $153,586
--------
ENCUMBERED
FIXED RATE MORTGAGES PROPERTIES
- -------------------- ----------
Lutheran Brotherhood Oasis Club 320 10/98 6.90% $ 9,088
Teachers Insurance Oasis Del Mar 560 12/02 8.46% 21,799
FNMA-MBS Oasis Greens 432 08/01 8.63% 12,000
FNMA Oasis Hills 184 10/03 7.50% 2,637
FNMA Oasis Landing 144 10/03 7.50% 3,978
Allstate Oasis Paradise I 368 04/08 7.10% 15,881
Allstate Oasis Paradise II 256 07/97 7.55% 9,191
Bankers Trust Oasis Pearl III 16 04/98 9.75% 591
FNMA-MBS Oasis Plaza 300 08/01 8.63% 6,000
FNMA Oasis Rainbow 232 10/03 7.50% 6,402
Bankers Trust Oasis Reef 60 04/98 9.75% 2,675
FNMA Oasis Springs 304 04/99 9.00% 8,632
Bankers Trust Oasis Star I 44 04/98 9.75% 1,998
FNMA Oasis Topaz 270 12/01 9.50% 6,562
FNMA Oasis Vintage I 336 10/03 7.50% 10,977
Teachers Insurance Various(3) 1,068 12/05 8.13% 40,110
----- --------
4,894 $158,521
----- --------
MORTGAGES WITH FIXED RATE
- -------------------------
PNC Bank Oasis Place 240 07/97 LIBOR + 1.00%(4) $ 5,000
PNC Bank Oasis Heritage/Suites 1,129 07/97(5) LIBOR + 1.00%(4) 25,000
----- --------
1,369 $ 30,000
----- --------
FIXED RATE TAX EXEMPT
- ---------------------
Bonds Oasis Park 224 01/26 7.29%(6) $ 7,688
Bonds Oasis Wexford 358 11/25 6.45% 16,067
----- --------
582 $ 23,755
----- --------
CONSTRUCTION LOANS
- ------------------
Bank One Oasis Deerwood 342 06/00 LIBOR + 1.65% $ 3
----- --------
Totals 7,817 $365,865
===== ========
</TABLE>
(1) The Company has the option to extend the maturity of the facility for one
additional year.
(2) Beginning July 26, 1996, the rate on the credit facility debt was reduced
to LIBOR + 1.50% from LIBOR + 1.75%.
(3) Communities collateralized are Oasis Bel Air, Oasis Canyon, Oasis Rose,
and Oasis Trails.
(4) The maximum interest rate on these mortgages is 7.75%.
(5) The Company has the option to extend the maturity of the indebtedness
for two additional years.
(6) $1,090 of the outstanding balance is taxable.
11
<PAGE> 13
Calculation of Funds from Operations and Funds Available for Distribution:
Funds from operations ("FFO") represents the revised definition of funds from
operations as adopted by the National Association of Real Estate Investment
Trusts ("NAREIT") and recommended to be effective on January 1, 1996. FFO is
defined as income before gains and losses on investments and extraordinary items
(computed in accordance with generally accepted accounting principles) plus real
estate depreciation and after adjustments for significant non-recurring items,
if any.
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1996
-------------------- ------------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Net income(1) $ 7,104 $21,116
Depreciation:
Real estate assets 3,910 11,080
------- -------
FUNDS FROM OPERATIONS 11,014 32,196
Add:
Amortization of deferred financing costs(2) $276 $846
Depreciation of non-real estate assets 50 135
Other amortization(3) 4 330 10 991
---- ------- ---- -------
11,344 33,187
Non-revenue producing capital expenditures(4)(5) (793) (2,379)
------- -------
FUNDS AVAILABLE FOR DISTRIBUTION $10,551 $30,808
======= =======
</TABLE>
NOTES TO CALCULATION OF FUNDS FROM OPERATIONS AND FUNDS AVAILABLE FOR
DISTRIBUTION
(1) The Company expenses all recurring non-revenue generating property
expenditures, including carpet and appliance replacements, except for
certain expenditures on acquisition properties where major improvements
are required to bring the property up to the operating standards of the
Oasis portfolio.
(2) Deferred financing costs consists primarily of fees and costs incurred
in connection with the Company's indebtedness.
(3) Other amortization consists of amortization of corporate organization
expenses.
(4) Non-revenue producing capital expenditures at the properties consist of
certain long-lived improvements and equipment additions that do not
enhance the revenue producing capabilities of the property.
(5) Non-revenue producing capital expenditures at the corporate office
consist primarily of computer, office equipment acquisitions and
interior improvements.
12
<PAGE> 14
PART II - OTHER INFORMATION
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 Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibit
No.
- -------
10.79 First Modification Agreement to the Amended and Restated Credit
Agreement among the Company, N.A. The Lenders, therein, Wells Fargo
Bank as Administrative Agent, and Morgan Guaranty Trust Company of New
York and Bank One, Arizona, N.A., dated as of February 27, 1996.
10.80 Second Modification Agreement to the Amended and Restated Credit
Agreement among the Company, the Lenders therein, Wells Fargo Bank as
Administrative Agent, and Morgan Guaranty Trust Company of New York,
and Bank One, Arizona, N.A., dated as of July 25, 1996.
10.81 Third Modification to the Amended and Restated Credit Agreement among
the Company, the Lenders therein, Wells Fargo Bank as Administrative
Agent, and Morgan Guaranty Trust Company of New York and Bank One,
Arizona, N.A., dated as of September 24, 1996.
10.81.1 Promissory Note of the Company in favor of Wells Fargo Bank dated
September 24, 1996.
10.81.2 Promissory Note of the Company in favor of Morgan Guaranty Trust
Company of New York dated September 24, 1996.
10.81.3 Promissory Note of the Company in favor of Bank One, Arizona, N.A.,
dated September 24, 1996.
10.81.4 Promissory Note of the Company in favor of Dresdner Bank AG, New York
Branch and Grand Cayman Branch, dated September 24, 1996.
10.81.5 Promissory Note of the Company in favor of Union Bank of California,
N.A., dated September 24, 1996.
27 Financial Data Schedule
13
<PAGE> 15
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.
OASIS RESIDENTIAL, INC.
/s/ SCOTT S. INGRAHAM
----------------------------------- 11-12-96
Scott S. Ingraham ----------
President and Chief Operating
Officer
/s/ JOHN M. CLAYTON
----------------------------------- 11-12-96
John M. Clayton ----------
Senior Vice President and Chief
Financial Operating Officer
/s/ MARIANNE K. AGUIAR
----------------------------------- 11-12-96
Marianne K. Aguiar ----------
Vice President and Controller
(Principal Accounting Officer)
14
<PAGE> 1
Loan No. 6032ZR
FIRST MODIFICATION AGREEMENT
Unsecured Loan
THIS MODIFICATION AGREEMENT is dated as of February 27, 1996, entered among
OASIS RESIDENTIAL, INC., a Nevada corporation ("Company"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BANK ONE, ARIZONA, N.A., UNION BANK, DRESDNER BANK
AG, Los Angeles Agency and Grand Cayman Branch, and WELLS FARGO BANK, N.A.,
each individually referred to therein as a lender ("Lender") and collectively
referred to as lenders ("Lenders"), and MORGAN GUARANTY TRUST OF NEW YORK and
BANK ONE, ARIZONA, Lenders having the capacity of co-agents ("Co-Agents") and
WELLS FARGO BANK, N.A., as administrative agent for Lenders and Co-Agents (in
such capacity, "Administrative Agent").
RECITALS
A. Pursuant to the terms of a Credit Agreement between Company and
Lenders dated September 25, 1995 ("Credit Agreement"), Lenders made a
loan to Company in the aggregate principal amount of ONE HUNDRED FIFTY
MILLION AND NO/100THS DOLLARS ($150,000,000.00) ("Loan"). The Loan is
evidenced by promissory notes dated as of the date of the Credit
Agreement, executed by Company in favor of Lenders, in the following
principal amounts:
Morgan Guaranty Trust Company of New York $35,000,000.00;
Bank One, Arizona, N.A. $35,000,000.00;
Union Bank $20,000,000.00;
Dresdner Bank AG $20,000,000.00; and
Wells Fargo Bank, N.A. $40,000,000.00 (each singularly Morgan
Note, Bank One Note, Union
Note, Dresdner Note and Wells
Note, respectively, and
collectively, the "Note").
B. The Note, Credit Agreement, this Modification Agreement, the other
documents described in the Credit Agreement as "Loan Documents"
together with all modifications and amendments thereto and any
document required hereunder, are collectively referred to herein as
the "Loan Documents".
C. By this Modification Agreement, Company and Lenders intend to modify
and amend certain terms and provisions of the Loan Documents.
NOW, THEREFORE, Company and Lenders agree as follows:
1 . CONDITIONS PRECEDENT. The following are conditions precedent to
Lenders' obligations under this Agreement:
1.1 Receipt and approval by Administrative Agent of the executed
originals of this Modification Agreement, and any and all
other documents and agreements which are required pursuant to
this Modification Agreement or which Administrative Agent has
requested pursuant to the Loan Documents, in form and content
acceptable to Administrative Agent;
1.2 Reimbursement to Administrative Agent by Company of Lender's
costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby, including, without
limitation, attorneys' fees, and documentation costs and
charges, whether such services are furnished by Lender's
employees or agents or by independent contractors;
Page 1 of 5
<PAGE> 2
Loan No. 6032ZR
1.3 The representations and warranties contained herein are true
and correct.
2. REPRESENTATIONS AND WARRANTIES. Company hereby represents and
warrants that no breach or failure of condition has occurred, or would
exist with notice or the lapse of time or both, under any of the Loan
Documents, as modified by this Modification Agreement, and all
representations and warranties herein and in the other Loan Documents
are true and correct, which representations and warranties shall
survive execution of this Modification Agreement.
3. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby
supplemented and modified to incorporate the following, which shall
supersede and prevail over any conflicting provisions of the Loan
Documents:
3.1 Financial Covenants. Paragraph C of Section 6.5 Financial
Covenants in the Credit Agreement is hereby amended and
replaced as follows:
"C. MINIMUM CONSOLIDATED NET WORTH. Company shall not permit
Consolidated Net Worth at any time to be less than the sum of
(i) $340,717,500.00, plus (ii) 90% of Net Offering Proceeds."
3.2 Unencumbered Property Certificates and Rent Rolls.
Subparagraph (vii) of Unencumbered Property Certificates and Rent
Rolls of Section 5.1 in the Credit Agreement is hereby amended and
replaced to read as follows:
"(vii) Unencumbered Property Certificates and Summary Of
Occupancy/NOI or Rent Rolls. Within 45 days after the end
of each Fiscal Quarter (and more often if requested by
Administrative Agent), an Unencumbered Property Certificate
and a Summary Of Occupancy/NOI ("Summary Of Occupancy/NOI"),
or a rent roll at Administrative Agent's option, for each
Unencumbered Property, each certified as being true and
correct by the chief financial officer or controller of
Company. Each Unencumbered Property Certificate shall set
forth the Unencumbered Property Value calculations since the
date of the last prior Unencumbered Property Certificate, and
shall reflect any material adverse changes in the Net
Operating Income or other condition of an Unencumbered
Property of which such officer has knowledge;".
3.3 Exhibits. Page (iv), list of Exhibits in the Credit Agreement
is hereby amended to include the Summary of Occupancy/NOI form, as
Exhibit IX attached hereto. Company will provide Administrative Agent
with the Summary of Occupancy/NOI form in accordance with Section 5.1
(vii) in the Credit Agreement as amended hereby.
3.4 Conditions to Initial Loans. Paragraph B of Section 3.1
Conditions to Initial Loans in the Credit Agreement is hereby
deleted in its entirety.
3.5 Insurance. Section 4.19 Insurance in the Credit Agreement
is hereby deleted in its entirety.
3.6 Insurance. Section 5.10 Insurance in the Credit Agreement
is hereby deleted in its entirety and replaced as follows:
"5.10 Insurance. Company shall maintain, or cause others to
maintain for its benefit, reasonable and appropriate amounts
of property and "all risk" casualty and liability insurance,
which insurance shall include in any event:
(a) with respect to each Property: (i) property insurance
in an amount not less than the replacement cost of the
improvements thereon; (ii) coverage for flood and water damage
for any Property located within area designated as a special
flood hazard area by FEMA in the maximum amount required by
Federal law; and (iii) loss of rental insurance income in an
amount not less than one year's gross revenues of such
Page 2 of 5
<PAGE> 3
Loan No. 6032ZR
Property; and (b) comprehensive general liability insurance in
an amount not less than $10,000,000.00 per occurrence.
At the request of Administrative Agent, Company shall provide,
as to each Property evidence of insurance, including
certificated of insurance and binders. Company shall provide
evidence of insurance to Administrative Agent within twenty
(20) days from receipt of written request.
3.7 Casualty and Condemnation. Section 5.11 Casualty and
Condemnation in the Credit Agreement are hereby deleted in their
entirety.
3.8 Union Note. Effectively immediately, the date of the Union
Note is amended to read as: September 25, 1995. Moreover, the first
and second paragraphs of the Union Note are deleted in their entirety
and replaced as follows:
"FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada
corporation ("Company"), promises to pay to the order of UNION BANK
("PAYEE"), on or before September 25, 1997, the lesser of (x)
$20,000,000 and (y) the unpaid principal amount of all advances made
by Payee to Company as Loans under the Credit Agreement referred to
below.
Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates
and at the times which shall be determined in accordance with the
provisions of that certain Amended and Restated Credit Agreement dated
as of September 25, 1995 by and among Company, the financial
institutions listed therein as Lenders, Wells Fargo Bank, National
Association, as Administrative Agent, and Morgan Guaranty Trust
Company and Bank One Arizona, N.A., as Co-Agents (said Credit
Agreement, as it may be amended, supplemented or otherwise modified
from time to time, being the "CREDIT AGREEMENT", the terms defined
therein and not otherwise defined herein being used hereinas therein
defined."
4. FORMATION AND ORGANIZATIONAL DOCUMENTS. Company has previously
delivered to Administrative Agent all of the relevant formation and
organizational documents of Company, of the partners or joint
venturers of Company (if any), and of all guarantors of the Loan (if
any), and all such formation documents remain in full force and effect
and have not been amended or modified since they were delivered to
Administrative Agent. Company hereby certifies that: (i) the above
documents are all of the relevant formation and organizational
documents of Company; (ii) they remain in full force and effect; and
(iii) they have not been amended or modified since they were
previously delivered to Administrative Agent.
5. NON-IMPAIRMENT. Except as expressly provided herein, nothing in this
Modification Agreement shall alter or affect any provision, condition,
or covenant contained in the Loan Documents or affect or impair any
rights, powers, or remedies thereunder, it being the intent of the
parties hereto that the provisions of the Loan Documents shall
continue in full force and effect except as expressly modified hereby.
6. MISCELLANEOUS. This Modification Agreement and the other Loan
Documents shall be governed by and interpreted in accordance with the
laws of the State of Nevada, except if preempted by Federal law. In
any action brought or arising out of this Modification Agreement or
the Loan Documents, Company, and the general partners and joint
venturers of Company, hereby consent to the jurisdiction of any
Federal or State Court having proper venue within the State of Nevada
and also consent to the service of process by any means authorized by
Nevada or federal law. The headings used in this Modification
Agreement are for convenience only and shall be disregarded in
interpreting the substantive provisions of this Modification
Agreement. Except as expressly provided otherwise herein, all terms
used herein shall have the meaning given to them in the other Loan
Documents. Time is of the essence of each term of the Loan Documents,
including this Modification Agreement. If any provision of this
Modification Agreement or any of the other Loan Documents shall be
determined by a court of competent jurisdiction to be invalid, illegal
or unenforceable, that portion shall be deemed severed therefrom and
the remaining parts shall remain in full force as though the invalid,
illegal, or unenforceable portion had never been a part thereof.
Page 3 of 5
<PAGE> 4
Loan No. 6032ZR
7. INTEGRATION; INTERPRETATION. The Loan Documents, including this
Modification Agreement, contain or expressly incorporate by reference
the entire agreement of the parties with respect to the matters
contemplated herein and supersede all prior negotiations. The Loan
Documents shall not be modified except by written instrument executed
by all parties. Any reference to the Loan Documents in any of the
Loan Documents includes any amendments, renewals or extensions
approved by Lender.
8. EXECUTION IN COUNTERPART. This Agreement, and other Loan Documents
which expressly so provide, may be executed in any number of
counterparts, each of which when executed and delivered will be deemed
to be an original and all of which, taken together, will be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, Company and Lenders have caused this Modification Agreement
to be duly executed as of the date first above written.
Page 4 of 5
<PAGE> 5
Loan No. 6032ZR
"LENDERS" "COMPANY"
WELLS FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Mark D. Osgood BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
BY: /SIG/
-------------------------------------
Its: Vice President
--------------------------------
UNION BANK
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
Page 5 of 5
<PAGE> 6
Loan No. 6032ZR
"LENDERS" "COMPANY"
WELLS FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Mark D. Osgood BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
UNION BANK
BY: /SIG/
-------------------------------------
Its: Assistant Vice President
--------------------------------
BY: /SIG/
-------------------------------------
Its: Vice President
--------------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
Page 5 of 5
<PAGE> 7
Loan No. 6032ZR
"LENDERS" "COMPANY"
WELLS FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Mark D. Osgood BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
UNION BANK
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY: /SIG/
-------------------------------------
Sidney S. Jordan
Its: Vice President
--------------------------------
BY: /SIG/
-------------------------------------
Vitol Wiacek
Its: Asst. Vice Pres.
--------------------------------
Page 5 of 5
<PAGE> 8
Loan No. 6032ZR
"LENDERS" "COMPANY"
WELLS FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Mark D. Osgood BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY: MICHAEL M. ERRICHETTI
-------------------------------------
Its: VICE PRESIDENT
--------------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
UNION BANK
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
Page 5 of 5
<PAGE> 9
Loan No. 6032ZR
"LENDERS" "COMPANY"
WELLS FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Mark D. Osgood BY: /SIG/
------------------------------------- --------------------------------
Its: Vice President Its: President
-------------------------------- ---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
BY:
-------------------------------------
Its:
--------------------------------
UNION BANK
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:
-------------------------------------
Its:
--------------------------------
BY:
-------------------------------------
Its:
--------------------------------
Page 5 of 5
<PAGE> 10
OASIS RESIDENTIAL, INC.
SUMMARY OF OCCUPANCY
FOR THE MONTH ENDED DECEMBER 25, 1995
<TABLE>
<CAPTION>
Wtd. Ave. Contract
Approximate Monthly Rent Rental Rates
Occupancy Rentable Gross Net --------------- ---------------
Total Occupied at Dec. 25, Area Potential Rental Per Per Per Per
PROPERTY NAME Units Units 1995 (Sq. Ft.) Rent Revenue Unit Sq. Ft. Unit Sg. Ft.
- ------------------------------ -------- ----------- ----------- ---------- ---------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OASIS BAY BCA 128 127 99% 108,032 $ 88,592 $ 86,400 $680 $0.79 $692 $0.82
OASIS BREEZE VER 320 312 98% 275,920 205,687 199,014 638 0.70 643 0.75
OASIS CANYON CCA 200 177 89% 197,408 153,335 128,330 725 0.58 767 0.78
OASIS CENTENNIAL CEN 276 254 92% 205,380 169,715 167,457 659 0.75 615 0.83
OASIS CLIFFS SUN 376 371 99% 351,920 241,462 240,724 649 0.67 642 0.69
OASIS CLUB TCI 320 297 93% 286,560 214,155 199,326 671 0.65 669 0.75
OASIS COVE WCA 104 101 97% 93,340 68,145 66,176 655 0.69 655 0.73
OASIS DEL MAR I BHA 280 280 100% 276,020 221,870 212,339 758 0.77 792 0.80
OASIS EMERALD ECA 132 131 99% 115,180 80,950 78,773 601 0.68 613 0.70
OASIS GLEN LGA 113 113 100% 89,488 76,960 74,855 662 0.84 681 0.86
OASIS GREENS CGA 432 415 96% 385,216 277,458 268,472 647 0.67 642 0.72
OASIS HEIGHTS VCA 240 237 99% 204,160 146,459 142,050 599 0.69 610 0.72
OASIS HERITAGE NOA 720 658 91% 678,760 414,243 375,270 570 0.51 575 0.61
OASIS HILLS SHA 184 184 100% 106,472 85,230 82,953 451 0.78 463 0.80
OASIS ISLAND SEI 118 117 99% 106,260 73,652 73,033 624 0.68 624 0.69
OASIS LANDING CSA 144 140 97% 124,752 91,257 87,604 626 0.68 634 0.73
OASIS MORNING LMA 106 88 83% 53,772 46,455 37,338 424 0.58 438 0.86
OASIS ORCHID TEA 280 275 98% 315,640 198,751 192,794 701 0.60 710 0.63
OASIS PALMS WES 208 201 97% 184,272 129,815 121,629 605 0.64 624 0.70
OASIS PARADISE PPO 624 617 99% 560,896 429,448 421,341 683 0.74 688 0.77
OASIS PARK EAG 224 205 92% 167,600 139,805 132,666 647 0.72 624 0.83
OASIS PEARL MSH 90 87 97% 82,332 58,290 54,810 630 0.64 648 0.71
OASIS PLACE BWK 240 223 93% 105,600 104,799 97,438 437 0.86 437 0.99
OASIS PLAZA SPA 300 293 98% 245,936 169,862 165,028 563 0.66 566 0.69
OASIS RAINBOW RRA 232 224 97% 202,600 145,445 139,139 621 0.66 727 0.72
OASIS REFF LCA 60 57 95% 68,180 45,124 42,136 739 0.59 752 0.66
OASIS RIDGE WIN 477 432 91% 187,833 203,692 192,192 445 0.93 427 1.08
OASIS ROSE RED 212 199 94% 213,888 148,253 136,344 685 0.60 699 0.69
OASIS SANDS SCW 48 39 81% 54,000 35,725 28,838 739 0.43 744 0.66
OASIS SPRINGS ASA 304 285 94% 246,912 179,535 166,088 583 0.63 591 0.73
OASIS STARS MSA 68 68 100% 61,030 44,948 39,722 584 0.65 661 0.74
OASIS SUITES NEX 409 373 91% 163,200 180,168 168,558 452 0.94 441 1.10
OASIS SUMMIT PCL 234 228 97% 277,836 232,940 219,477 963 0.77 995 0.84
OASIS TERRACE WHA 336 300 89% 334,848 229,037 198,524 662 0.53 682 0.68
OASIS TOPAZ TVA 270 245 91% 223,268 155,300 137,079 560 0.56 575 0.70
OASIS TRAILS SFT 360 337 94% 322,956 235,665 217,920 647 0.63 655 0.73
OASIS VIEW CVA 180 160 89% 169,200 107,575 92,579 579 0.49 598 0.64
OASIS VININGS VIN 234 216 92% 269,574 172,685 158,456 734 0.54 738 0.64
OASIS VINTAGE BRA 368 332 90% 366,048 255,318 231,099 696 0.57 694 0.70
OASIS VISTA RVA 408 398 98% 363,196 208,426 200,301 503 0.54 511 0.57
OASIS WEXFORD WEX 358 336 94% 289,968 236,965 222,211 661 0.72 662 0.82
OASIS WINDS FOX 350 331 95% 282,500 192,368 177,871 537 0.60 550 0.68
------ ------ ----- ---------- ---------- ---------- ---- ----- ---- -----
Totals/Wtd. Ave. 11,067 10,463 94.5% 9,417,953 $6,895,524 $6,474,354 $619 $0.73 $623 $0.73
------ ------ ----- ---------- ---------- ---------- ---- ----- ---- -----
LEASE-UP PROPERTIES
OASIS BEL-AIR RRE 296 165 56% 296,512 223,065 $ 116,358 $705 $0.29 $ 754 $0.75
OASIS POINTE SBA 252 40 16% 249,216 185,598 21,633 541 0.02 737 0.74
OASIS DEERWOOD DWA 342 32 9% 391,590 358,985 - - 0.00 1,050 0.92
OASIS DEL MAR II BHA 280 134 48% 276,020 221,870 101,620 758 0.22 792 0.80
------ ------ ----- ---------- ---------- ---------- ---- ----- ------ -----
Totals/Wtd. Ave. 1,170 371 32% 1,213,338 989,518 239,611 646 $0.08 $ 846 $0.82
------ ------ ----- ---------- ---------- ---------- ---- ----- ------ -----
Grand Totals/Wtd. Ave. 12,237 10,834 88.5% 10,631,291 $7,885,042 $6,713,965 $620 $0.56 $ 644 $0.74
====== ====== ===== ========== ========== ========== ==== ===== ====== =====
</TABLE>
EXHIBIT IX
PAGE 1 OF 2 PAGES
<PAGE> 11
OASIS RESIDENTIAL, INC.
Unencumbered NOI Analysis
<TABLE>
<CAPTION>
NOI FOR QUARTER ENDED
-------------------------------------------------------------------
12 MONTH
COMMUNITIES UNITS TOTAL DEC. 31, 1995 SEP. 30, 1995 JUN. 30, 1995 MAR. 31, 1995
----------- ----- -------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 OASIS BAY 128 $705,154 $181,129 $169,044 $177,763 $177,218 1
2 OASIS BREEZE 320 $1,682,353 $437,626 $408,360 $407,774 $428,593 2
3 OASIS CENTENNIAL 276 $387,107 $324,989 $62,118(2) NA NA 3
4 OASIS CENTRE NA $253,932 $61,533 $58,400 $68,395 $65,604 4
5 OASIS CLIFFS 376 $1,817,673 $452,961 $427,723 $458,640 $478,349 5
6 OASIS COVE 104 $526,705 $134,898 $127,537 $127,856 $136,414 6
7 OASIS EMERALD 132 $595,683 $155,677 $143,865 $144,502 $151,639 7
8 OASIS GLEN 113 $585,401 $163,876 $140,312 $128,965 $152,248 8
9 OASIS HEIGHTS 240 $1,131,876 $281,784 $259,715 $284,035 $306,342 9
10 OASIS ISLAND 118 $551,313 $144,769 $127,921 $139,989 $138,634 10
11 OASIS MORNING 106 $290,018 $52,166 $82,522 $78,501 $76,829 11
12 OASIS ORCHID 280 $1,488,467 $387,521 $363,345 $354,754 $382,847 12
13 OASIS PALMS 208 $1,002,307 $237,134 $256,954 $249,873 $258,346 13
14 OASIS PEARL 74 $306,171 $83,604 $64,796 $79,473 $78,298 14
15 OASIS RIDGE 477 $1,513,870 $375,922 $378,278 $371,480 $388,190 15
16 OASIS SANDS 48 $317,704 $75,445 $82,496 $81,621 $78,142 16
17 OASIS STAR 24 $112,595 $28,777 $27,919 $25,814 $30,085 17
18 OASIS SUMMIT 234 $1,362,186 $473,716 $408,456 $310,598 $169,416 18
19 OASIS TERRACE 336 $1,360,598 $395,330 $414,142 $383,679 $167,447(1) 19
20 OASIS VIEW 180 $915,952 $164,754 $178,719 $383,679 $188,800 20
21 OASIS VININGS 234 $1,424,199 $340,252 $340,370 $379,588 $363,989 21
22 OASIS VINTAGE 32 $180,632 $41,946 $44,916 $45,591 $48,180 22
23 OASIS VISTA 408 $1,173,027 $343,589 $291,638 $285,739 $252,061 23
24 OASIS WINDS 350 $1,484,639 $349,718 $380,078 $376,283 $378,560 24
TOTAL 4,798 $21,169,563 $5,689,115 $5,239,624 $5,344,592 $4,896,232
</TABLE>
- -----------------
(1) In lease-up during quarter.
(2) Acquired September 15, 1995 - 16 days actual date for the quarter.
EXHIBIT IX
PAGE 2 OF 2 PAGES
<PAGE> 12
EXHIBITS
I FORM OF NOTICE OF BORROWING
II FORM OF NOTICE OF CONVERSION/CONTINUATION
III FORM OF NOTE
IV FORM OF COMPLIANCE CERTIFICATE
V FORM OF OPINION OF HERBERT L. WALDMAN
VI FORM OF UNENCUMBERED PROPERTY CERTIFICATE
VII FORM OF ASSIGNMENT AGREEMENT
VIII FORM OF CERTIFICATE OF NON-BANK STATUS
IX FORM OF SUMMARY OF OCCUPANCY/NOI
(iv)
<PAGE> 1
Loan No. 6032ZR
SECOND MODIFICATION AGREEMENT
UNSECURED LOAN
THIS SECOND MODIFICATION AGREEMENT is dated as of July 25, 1996, entered among
OASIS RESIDENTIAL, INC., a Nevada corporation ("Company"), MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, BANK ONE, ARIZONA, N.A., UNION BANK, DRESDNER BANK
AG, Los Angeles Agency and Grand Cayman Branch, and WELLS FARGO BANK, N.A.,
each individually referred to therein as a lender ("Lender") and collectively
referred to as lenders ("Lenders"), and MORGAN GUARANTY TRUST OF NEW YORK and
BANK ONE, ARIZONA, Lenders having the capacity of co-agents ("Co-Agents") and
WELLS FARGO BANK, N.A., as administrative agent for Lenders and Co-Agents (in
such capacity, "Administrative Agent").
RECITALS
A. Pursuant to the terms of a Credit Agreement between Company and
Lenders dated September 25, 1995 ("Credit Agreement"), Lenders made a
loan to Company in the aggregate principal amount of ONE HUNDRED FIFTY
MILLION AND NO/100THS DOLLARS ($150,000,000.00) ("Loan"). The Loan is
evidenced by promissory notes dated as of the date of the Credit
Agreement, executed by Company in favor of Lenders, in the following
principal amounts:
Morgan Guaranty Trust Company of New York $35,000,000.00;
Bank One, Arizona, N.A. $35,000,000.00;
Union Bank $20,000,000.00;
Dresdner Bank AG $20,000,000.00; and
Wells Fargo Bank, N.A. $40,000,000.00 (each singularly
Morgan Note, Bank One Note,
Union Note, Dresdner Note and
Wells Note, respectively, and
collectively, the "Note").
B. The Note and Credit Agreement have been previously amended and
modified by modification agreement dated: February 27, 1996 (the
"First Modification").
C. The Note, Credit Agreement, the First Modification Agreement, this
Second Modification Agreement, the other documents described in the
Credit Agreement as "Loan Documents" together with all modifications
and amendments thereto and any document required hereunder, are
collectively referred to herein as the "Loan Documents".
D. By this Second Modification Agreement, Company, Administrative Agent,
Co-Agents and Lenders intend to modify and amend certain terms and
provisions of the Loan Documents.
NOW, THEREFORE, Company, Administrative Agent, Co-Agents and Lenders agree as
follows:
1. CONDITIONS PRECEDENT. The following are conditions precedent to
Lenders' obligations under this Agreement:
1.1 Receipt and approval by Administrative Agent of the executed
originals of this Second Modification Agreement, and any and
all other documents and agreements which are required pursuant
to this Second Modification Agreement or which Administrative
Agent has requested pursuant to the Loan Documents, in form
and content acceptable to Administrative Agent;
Page 1 of 4
<PAGE> 2
Loan No. 6032ZR
1.2 Reimbursement to Administrative Agent by Company of Lender's
costs and expenses incurred in connection with this Agreement
and the transactions contemplated hereby, including, without
limitation, attorneys' fees, and documentation costs and
charges, whether such services are furnished by Lender's
employees or agents or by independent contractors;
1.3 The representations and warranties contained herein are true
and correct.
2. REPRESENTATIONS AND WARRANTIES. Company hereby represents and warrants
that no breach or failure of condition has occurred, or would exist
with notice or the lapse of time or both, under any of the Loan
Documents, as modified by this Second Modification Agreement, and all
representations and warranties herein and in the other Loan Documents
are true and correct, which representations and warranties shall
survive execution of this Second Modification Agreement.
3. MODIFICATION OF LOAN DOCUMENTS. The Loan Documents are hereby
supplemented and modified to incorporate the following, which shall
supersede and prevail over any conflicting provisions of the Loan
Documents:
3.01 DEFINED TERMS. Effective July 29, 1996, the following
defined terms are hereby added to Section 1.1
DEFINED TERMS. of the Credit Agreement, as follows:
"Duff & Phelps" - means Duff & Phelps Credit Rating Co.
"Rating Agencies" - means each of (i) S&P, (ii) Moody's and
(iii) Duff and Phelps.
3.02 AMENDMENT TO DEFINITION OF "APPLICABLE LIBO RATE MARGIN". For
all new LIBO Rate Loans, effective as of July 29, 1996, the
definition of "Applicable LIBO Rate Margin" set forth in
Section 1.1 of the Credit Agreement is hereby amended and
restated to read in its entirety as follows:
"Applicable LIBO Rate Margin" means, as of any date of
determination: (i) 1.25%, if Company's senior unsecured long
term debt obligations are rated at least BBB+/Baa 1 by the
Rating Agencies, (ii) 1.375%, if Company's senior unsecured
long term debt obligations are rated at least BBB/Baa2 by the
Ratings Agencies but the condition set forth in clause (i) of
this definition is not satisfied, (iii) 1.50%, if Company's
senior unsecured long term debt obligations are rated at least
BBB-/Baa3 by the Rating Agencies but neither the condition
set forth in clause (i) of this definition nor the condition
set forth in clause (ii) of this definition is satisfied, or
(iv) 1.75%, if the Company's senior unsecured long term debt
obligations does not satisfy the conditions of any of clause
(i), clause (ii), or clause (iii) of this definition.
The assigned rating of the Company's senior unsecured long
term debt obligations given by at least two of three Rating
Agencies will be used for purposes of determining the
Applicable LIBO Rate Margin.
3.03 AMENDMENT TO EXTENSION OF THE MATURITY DATE. Section 2.9
Extension of the Maturity Date. subparagraphs (i) through (v)
of the Credit Agreement are hereby supplemented to incorporate
the following subparagraph (vi):
"(vi) Lenders shall have reaffirmed or restated the
definition of Applicable LIBO Rate Margin."
4. FORMATION AND ORGANIZATIONAL DOCUMENTS. Company has previously
delivered to Administrative Agent all of the relevant formation and
organizational documents of Company, of the partners or joint
venturers of Company (if any), and of all guarantors of the Loan (if
any), and all such formation documents remain in full force and effect
and have not been amended or modified since they were delivered to
Administrative Agent. Company hereby certifies that: (i) the above
documents are all of the
Page 2 of 4
<PAGE> 3
Loan No. 6032ZR
relevant formation and organizational documents of Company;
(ii) they remain in full force and effect; and (iii) they have
not been amended or modified since they were previously
delivered to Administrative Agent.
5. NON-IMPAIRMENT. Except as expressly provided herein, nothing in this
Second Modification Agreement shall alter or affect any provision,
condition, or covenant contained in the Loan Documents or affect or
impair any rights, powers, or remedies thereunder, it being the intent
of the parties hereto that the provisions of the Loan Documents shall
continue in full force and effect except as expressly modified hereby.
6. MISCELLANEOUS. This Second Modification Agreement and the other Loan
Documents shall be governed by and interpreted in accordance with the
laws of the State of Nevada, except if preempted by Federal law. In
any action brought or arising out of this Second Modification
Agreement or the Loan Documents, Company, and the general partners and
joint venturers of Company, hereby consent to the jurisdiction of any
Federal or State Court having proper venue within the State of Nevada
and also consent to the service of process by any means authorized by
Nevada or federal law. The headings used in this Second Modification
Agreement are for convenience only and shall be disregarded in
interpreting the substantive provisions of this Second Modification
Agreement. Except as expressly provided otherwise herein, all terms
used herein shall have the meaning given to them in the other Loan
Documents. Time is of the essence of each term of the Loan Documents,
including this Second Modification Agreement. If any provision of
this Second Modification Agreement or any of the other Loan Documents
shall be determined by a court of competent jurisdiction to be
invalid, illegal or unenforceable, that portion shall be deemed
severed therefrom and the remaining parts shall remain in full force
as though the invalid, illegal, or unenforceable portion had never
been a part thereof.
7. INTEGRATION; INTERPRETATION. The Loan Documents, including this
Second Modification Agreement, contain or expressly incorporate by
reference the entire agreement of the parties with respect to the
matters contemplated herein and supersede all prior negotiations. The
Loan Documents shall not be modified except by written instrument
executed by all parties. Any reference to the Loan Documents in any
of the Loan Documents includes any amendments, renewals or extensions
approved by Lenders.
8. EXECUTION IN COUNTERPART. This Agreement, and other Loan Documents
which expressly so provide, may be executed in any number of
counterparts, each of which when executed and delivered will be deemed
to be an original and all of which, taken together, will be deemed to
be one and the same instrument.
IN WITNESS WHEREOF, Company, Administrative Agent, Co-Agents and Lenders have
caused this Second Modification Agreement to be duly executed as of the date
first above written.
Page 3 of 4
<PAGE> 4
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
-------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY:______________________________
Its:___________________________
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 5
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
-------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY: /SIG/
------------------------------
Its: Vice President
---------------------------
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 6
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY: /s/ MARK D. OSGOOD
------------------------------
Mark D. Osgood
Its: Vice President
-------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY:______________________________
Its:___________________________
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By: /s/ SCOTT S. INGRAHAM
------------------------------
Scott S. Ingraham
ITS: President
--------------------------
Page 4 of 4
<PAGE> 7
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
-------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY: /s/ MICHAEL M. ERRICHETTI
------------------------------
Its: VICE PRESIDENT
---------------------------
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY:______________________________
Its:___________________________
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 8
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
--------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY: /SIG/
------------------------------
Its: Vice President
---------------------------
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 9
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
--------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually
and as Co-Agent
BY:______________________________
Its:___________________________
UNION BANK
BY: /SIG/
------------------------------
Its: Assistant Vice President
---------------------------
BY: /SIG/
------------------------------
Its: Vice President & Manager
---------------------------
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 10
Loan No. 6032ZR
"LENDERS"
WELLS FARGO BANK, NATIONAL ASSOCIATION,
individually and as Administrative
Agent
BY:______________________________
Mark D. Osgood
Its: Vice President
--------------------
MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
individually and as Co-Agent
BY:______________________________
Its:___________________________
BANK ONE, ARIZONA, N.A., individually and
as Co-Agent
BY:______________________________
Its:___________________________
UNION BANK
BY:______________________________
Its:___________________________
BY:______________________________
Its:___________________________
DRESDNER BANK AG, LOS ANGELES AGENCY AND
GRAND CAYMAN BRANCH
BY: /SIG/
------------------------------
Its: AVP
---------------------------
BY: /SIG/
------------------------------
Its: AVP
---------------------------
"COMPANY"
OASIS RESIDENTIAL, INC., a Nevada corporation
By:______________________________
ITS:__________________________
Page 4 of 4
<PAGE> 11
[ ] ADD [ ] CHANGE [ ] DELETE LINE NUMBER______________________
CERTIFICATE
(For Disbursement of Loan Proceeds By Funds Transfer)
I hereby certify that the following officers ("Transfer Authorizers") of OASIS
RESIDENTIAL, INC., a Nevada corporation ("Company") have authority under the
Loan Documents described below to initiate drawdowns of loan proceeds and under
that certain Funds Transfer Agreement for Disbursement of Loan Proceeds dated
September 25, 1995 between WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells
Fargo") and Company and to initiate and verify transfers of such loan proceeds
up to the maximum wire amounts specified after their names. I further certify
that the titles and telephone numbers following the names of such officers are
the current, true and authentic titles and telephone numbers of such officers.
DESCRIPTION OF LOAN DOCUMENTS:
Loan Number: 6032ZR Loan Amount: $150,000,000.00 Date: September 25, 1995
TRANSFER AUTHORIZERS
<TABLE>
<CAPTION>
Maximum
Name and Title Telephone No. Wire Amount*
-------------- ------------- ------------
<S> <C> <C>
Robert V. Jones, CEO/Chairman of the Board (702) 435-9800 $150,000,000.00
Scott S. Ingram, President/COO (702) 435-9800 $150,000,000.00
Allan O. Hunter, Jr. EVP/Secretary (702) 435-9800 $150,000,000.00
Marianne K. Aguiar, VP/Controller/Treasurer (702) 435-9800 $150,000,000.00
John M. Clayton, SrVP/CFO/Assistant Secretary (702) 435-9800 $150,000,000.00
</TABLE>
* Maximum Wire Amount may not exceed the Loan Amount.
I further certify that I am authorized by the resolutions of Company to
designate the Transfer Authorizers named above.
Wells Fargo is hereby authorized to rely on this Certificate until a new
Certificate certified by an officer of Company is received by Wells Fargo even
in the event that any or all of the foregoing information may have changed.
/SIG/ Scott S. Ingraham, President
- -------------------------------- --------------------------------
Officer's Signature Name Printed
/SIG/ Allan O. Hunter, Jr., Secretary
- -------------------------------- --------------------------------
Officer's Signature Name Printed
OASIS RESIDENTIAL, INC., a Nevada corporation July 29, 1996
- --------------------------------------------- --------------------------------
Company Name Date
<PAGE> 1
OASIS RESIDENTIAL, INC.
THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") is dated as of September 24, 1996 and entered into by and
among OASIS RESIDENTIAL, INC., a Nevada corporation ("COMPANY"), the financial
institutions listed on the signature pages hereof ("LENDERS") and WELLS FARGO
BANK, NATIONAL ASSOCIATION, as agent for Lenders (in such capacity,
"ADMINISTRATIVE AGENT"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK and BANK
ONE, ARIZONA, NA, as co-agents for the Lenders (in such capacity, collectively,
"CO-AGENTS") and is made with reference to that certain Amended and Restated
Credit Agreement dated as of September 25, 1995, as amended to the date hereof
as described in Recital B below (as so amended, the "CREDIT AGREEMENT"), by and
among Company, Lenders, Administrative Agent and Co-Agents. Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.
RECITAL
A. Company and Lenders desire to amend the Credit Agreement to
(i) increase the aggregate Commitments to $200,000,000, (ii) adjust certain
of the financial covenants set forth therein, and (iii) make certain other
amendments as set forth below.
B. The Credit Agreement has been previously amended by (i) that
certain First Modification Agreement dated as of February 27, 1996 by and among
Company, Lenders, Administrative Agent and Co-Agents and (ii) that certain
Second Modification Agreement dated as of July 26, 1996 by and among Company,
Lenders, Administrative Agent and Co-Agents.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO DEFINED TERMS
A. Section 1.1 of the Credit Agreement is hereby amended by
deleting the definition of Notes therefrom in its entirety and substituting the
following therefor:
1
<PAGE> 2
"NOTES" means (i) the promissory notes of Company issued pursuant to
Section 2.1D on the Closing Date, (ii) any promissory notes issued by
Company pursuant to the last sentence of Section 9.1B(i) in connection
with assignments of the Commitments and Loans of any Lender, in each
case substantially in the form of Exhibit III annexed hereto, and (iii)
the promissory notes of Company issued pursuant to the Third Amendment
to this Agreement substantially in the form of Annex B annexed thereto,
as such promissory notes may be amended, supplemented or otherwise
modified from time to time.
1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND
LOANS
A. REVOLVING LOAN COMMITMENT. Section 2.1A of the Credit
Agreement is hereby amended by deleting the references to "$150,000,000"
contained therein and substituting "$200,000,000" therefor.
1.3 AMENDMENTS TO SECTION 6: COMPANY'S NEGATIVE COVENANTS
A. MAXIMUM LEVERAGE RATIO. Section 6.5D of the Credit Agreement
is hereby amended by deleting it in its entirety and substituting the following
therefor:
"D. MAXIMUM LEVERAGE RATIO. Company shall not permit the
ratio of (i) Consolidated Total Liabilities to (ii) Consolidated Gross
Asset Value to exceed 0.55:1.00 during the period from January 1, 1997
to March 31, 1997, and not to exceed 0.50:1.00 at any other time."
B. MAXIMUM CONSOLIDATED VARIABLE RATE INDEBTEDNESS. Section 6.5G
of the Credit Agreement is hereby amended by deleting the reference to
"$150,000,000" contained therein and substituting "$200,000,000" therefor.
1.4 SUBSTITUTION OF SCHEDULES
A. SCHEDULE 2.1: LENDER"S COMMITMENTS AND PRO RATA SHARES.
Schedule 2.1 to the Credit Agreement is hereby amended by deleting it in its
entirety and substituting in place thereof a new Schedule 2.1 in the form of
Annex A to this Amendment.
1.5 SUBSTITUTION OF EXHIBITS
A. EXHIBIT I: FORM OF NOTICE OF BORROWING. Exhibit I to the
Credit Agreement is hereby amended by deleting it in its entirety and
substituting in place thereof a new Exhibit I in the form of Annex D to this
Amendment.
2
<PAGE> 3
Section 2. ADDITIONAL NOTES
Company agrees to execute and deliver to each Lender an additional
Note (each an "ADDITIONAL NOTE" and collectively the "ADDITIONAL NOTES"), in
the form of Annex B to this Amendment with appropriate insertions, to evidence
Loans in excess of the Commitments as in effect prior to the date hereof. Each
of the parties hereto hereby acknowledges and agrees that each Additional Note
is a Note for all purposes under the Credit Agreement and the other Loan
Documents and that the loans evidenced by the Additional Notes shall constitute
Loans for all purposes under the Credit Agreement and the other Loan Documents.
Section 3. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "THIRD
AMENDMENT EFFECTIVE DATE"):
A. On or before the Third Amendment Effective Date, Company shall
deliver to Lenders (or to Administrative Agent for Lenders with sufficient
originally executed copies, where appropriate, for each Lender and its counsel)
the following, each, unless otherwise noted, dated the Third Amendment
Effective Date:
1. Certified copies of its Articles of Incorporation,
together with a good standing certificate from the Secretary of State
of the State of Nevada, each dated a recent date prior to the Third
Amendment Effective Date;
2. Resolutions of its Board of Directors approving and
authorizing the execution, delivery, and performance of this Amendment
and approving and authorizing the execution, delivery and payment of
the Additional Notes, certified as of the Third Amendment Effective
Date by its corporate secretary or an assistant secretary as being in
full force and effect without modification or amendment;
3. Signature and incumbency certificates of its officers
executing this Amendment and the Additional Notes;
4. Executed copies of this Amendment and the Additional
Notes drawn to the order of each Lender and with appropriate
insertions and
5. Such other documents as Administrative Agent may
reasonably request.
B. Lenders and their respective counsel shall have received
originally executed copies of one or more favorable written opinions of Herbert
L. Waldman,
3
<PAGE> 4
counsel for Company, in form and substance reasonably satisfactory to
Administrative Agent and its counsel, dated as of the Third Amendment Effective
Date and setting forth substantially the matters in the opinions designated in
Annex C to this Amendment and as to such other matters as Administrative Agent
acting on behalf of Lenders may reasonably request.
C. On or before the Third Amendment Effective Date, all corporate
and other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.
D. On or before the Third Amendment Effective Date, Company shall
have paid to Administrative Agent, for distribution to each Lender in
proportion to that Lender's pro rata share of the increase to the Loans, a
commitment fee of $50,000.
E. On or before the Third Amendment Effective Date, Company shall
have delivered to Administrative Agent an originally executed Notice of
Borrowing, signed by the chief executive officer, the chief financial officer,
the controller or the treasurer of Company or by any executive officer of
Company designated by any of the above-described officers on behalf of Company,
requesting Loans in the aggregate amount of $7,500,000 to be funded to Wells
Fargo on the Third Amendment Effective Date to repay that certain Term Note
dated September 11, 1996 in the principal amount of $7,500,000 executed by
Company to the order of Wells Fargo.
SECTION 4. COMPANY'S REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:
A. CORPORATE POWER AND AUTHORITY. Company has all requisite
corporate power and authority to enter into this Amendment, to issue the
Additional Notes and to carry out the transactions contemplated by, and perform
its obligations under, the Credit Agreement as amended by this Amendment (as
amended, the "AMENDED AGREEMENT").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of
this Amendment, the performance of the Amended Agreement and the issuance,
delivery
4
<PAGE> 5
and payment of the Additional Notes have been duly authorized by all necessary
corporate action on the part of Company.
C. NO CONFLICT. The execution and delivery by Company of this
Amendment and the performance by Company of the Amended Agreement and the
issuance, delivery and payment of the Additional Notes by Company do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Company or any of its Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or
any order, judgment or decree of any court or other agency of government
binding on Company or any of its Subsidiaries, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation of Company or any of its Subsidiaries, (iii)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of Company or any of its Subsidiaries, or (iv) require any
approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by Company
of this Amendment and the performance by Company of the Amended Agreement and
the issuance, delivery and payment of the Additional Notes by Company do not
and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement
have been duly executed and delivered by Company and are, and the Additional
Notes, when executed and delivered, will be, the legally valid and binding
obligations of Company, enforceable against Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 4 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing
or will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
5
<PAGE> 6
H. UNENCUMBERED PROPERTY AVAILABILITY. As of the Third Amendment
Effective Date, the Unencumbered Property Availability is $164,000,000.
SECTION 5. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
(i) On and after the Third Amendment Effective Date, each
reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to the
"Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power
or remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.
B. FEES AND EXPENSES. Company acknowledges that all
costs, fees and expenses as described in Section 9.2 of the Credit Agreement
incurred by Administrative Agent and its counsel with respect to this Amendment
and the documents and transactions contemplated hereby shall be for the account
of Company.
C. HEADINGS. Section and subsection headings in this
Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose or be given any
substantive effect.
D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEVADA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
E. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument signature pages may be
6
<PAGE> 7
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY:
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: [SIG.]
------------------------------
Title: President
---------------------------
LENDERS:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Administrative Agent
By:
------------------------------
Title:
---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
7
<PAGE> 8
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By:
------------------------------
Title:
---------------------------
LENDERS:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Administrative Agent
By: [SIG.]
------------------------------
Title: Vice President
---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
7
<PAGE> 9
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By:
------------------------------
Title:
---------------------------
LENDERS:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Administrative Agent
By:
------------------------------
Title:
---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
By: MICHAEL M. ERRICHETTI
------------------------------
Title: Vice President
---------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
7
<PAGE> 10
detached from multiple.separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
documents.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By:
------------------------------
Title:
---------------------------
LENDERS:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, individually and as
Administrative Agent
By:
------------------------------
Title:
---------------------------
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
By:
------------------------------
Title:
---------------------------
BANK ONE, ARIZONA, N.A.,
individually and as Co-Agent
By: [SIG.]
------------------------------
Title: Vice President
---------------------------
[SIGNATURES CONTINUED ON NEXT PAGE]
7
<PAGE> 11
UNION BANK OF CALIFORNIA, N.A.,
formerly known as Union Bank
By: [SIG.]
------------------------------
Title: Vice President
----------------------------
By:
------------------------------
Title:
----------------------------
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By:
------------------------------
Title:
---------------------------
By:
------------------------------
Title:
---------------------------
8
<PAGE> 12
UNION BANK OF CALIFORNIA, N.A.,
formerly known as Union Bank
By:
------------------------------
Title:
----------------------------
By:
------------------------------
Title:
----------------------------
DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH
By: [SIG.]
------------------------------
Title: AVP
---------------------------
By: [SIG.]
------------------------------
Title: Vice President
---------------------------
8
<PAGE> 13
ANNEX A
Schedule 2.1
LENDERS' COMMITMENTS AND PRO RATA SHARES
<TABLE>
<CAPTION>
Pro Rata
Lender Commitment Share
- ------ ---------- --------
<S> <C> <C>
Wells Fargo Bank, National Association $ 55,000,000 27.50%
Morgan Guaranty Trust Company $ 47,500,000 23.75%
Bank One Arizona, NA $ 47,500,000 23.75%
Union Bank $ 25,000,000 12.50%
Dresdner Bank AG, Los Angeles Agency
and Grand Cayman Branch $ 25,000,000 12.50%
------------ -------
TOTAL $200,000,000 100.00%
</TABLE>
A-1
<PAGE> 14
ANNEX B
FORM OF ADDITIONAL NOTE
OASIS RESIDENTIAL, INC.
PROMISSORY NOTE DUE SEPTEMBER 25,1997
$___________________ Las Vegas, Nevada
September 24, 1996
[Insert Pro Rata Amount
of Increase in Numbers]
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of [Insert name of Lender] ("PAYEE"),
on or before September 25, 1997, the lesser of (x) $_________ (Insert Pro Rata
Amount of Increase] or (y) the unpaid principal amount of all advances made by
Payee to Company as Loans in excess of the Commitment in effect prior to the
date hereof under the Credit Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells Fargo
Bank, National Association, as Administrative Agent, and Morgan Guaranty Trust
Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended to the
date hereof (said Credit Agreement, as so amended and as it may be further
amended, supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at
the Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an
B-1
<PAGE> 15
Assignment Agreement effecting the assignment or transfer of this Note shall
have been accepted by Administrative Agent as provided in Section 9.1B(ii) of
the Credit Agreement, Company and Administrative Agent shall be entitled to deem
and treat Payee as the owner and holder of this Note and the Loans evidenced
hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; provided, however, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note
B-2
<PAGE> 16
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest,
demand and notice of every kind and, to the full extent permitted by law, the
right to plead any statute of limitations as a defense to any demand hereunder.
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By:_________________________________
Title:______________________________
B-3
<PAGE> 17
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date This Date Paid This Date This Date Made By
---- --------- --------- -------------- --------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
17
<PAGE> 18
ANNEX C
[FORM OF OPINION OF COUNSEL TO COMPANY]
[Effective Date of Amendment]
[Name and address
of Administrative Agent]
and
The Lenders Listed on
Schedule A Hereto
Re: Third Amendment dated as of September __, 1996 to
Amended and Restated Credit Agreement dated as of
September 25, 1995, as previously amended, among
Company, the financial institutions listed therein as
Lenders, Wells Fargo Bank, National Association, as
Administrative Agent, and Morgan Guaranty Trust
Company and Bank One Arizona, N.A., as Co-Agents
Ladies and Gentlemen:
I have acted as counsel to Oasis Residential, Inc., a Nevada
corporation ("COMPANY"), in connection with the Third Amendment dated as of
September __, 1996 among Company, the financial institutions listed therein as
Lenders ("LENDERS"), Wells Fargo Bank, National Association, as Administrative
Agent ("ADMINISTRATIVE AGENT"), and Morgan Guaranty Trust Company of New York
and Bank One Arizona, N.A., as Co-Agents (the "AMENDMENT"), to that certain
Amended and Restated Credit Agreement dated as of September 25, 1995, as
previously amended, among Company, Lenders, Administrative Agent and Co-Agents
(the "CREDIT AGREEMENT"). This opinion is rendered to you in compliance with
Section 3B of the Amendment. The Credit Agreement, as amended by the
Amendment, is hereinafter referred to as the "AMENDED CREDIT AGREEMENT".
Capitalized terms used herein without definition have the same meanings as in
the Amended Credit Agreement.
In my capacity as such counsel, I have examined originals, or
copies identified to my satisfaction as being true copies, of such records,
documents or other instruments as in my judgment are necessary or appropriate
to enable me to render the opinions expressed below. These records, documents
and instruments included the following:
C-1
<PAGE> 19
(a) The Articles of Incorporation of Company, as amended
to date;
(b) The Bylaws of Company, as amended to date;
(c) All records of proceedings and actions of the Board
of Directors of Company relating to the Amendment and the Amended
Credit Agreement and the transactions contemplated thereby;
(d) The Credit Agreement;
(e) The Amendment; and
(f) The Notes delivered today (the "ADDITIONAL NOTES").
I have been furnished with, and with Lenders' consent have
relied upon, certificates of officers of Company with respect to certain
factual matters, copies of which have been delivered to Lenders. In addition,
I have obtained and relied upon such certificates and assurances from public
officials as I have deemed necessary, copies of which have been delivered to
Lenders. In all such examinations, I have assumed the genuineness of all
signatures on original and certified documents, and the conformity to original
or certified documents of all documents submitted to me as conformed or
photostatic copies.
I have investigated such questions of law for the purpose of
rendering this opinion as I have deemed necessary. I am opining herein as to
the effect on the subject transactions of only United States federal law and
the laws of the State of Nevada.
On the basis of the foregoing, and in reliance thereon, and
subject to the limitations, qualifications and exceptions set forth below, I am
of the opinion that:
1. Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all requisite corporate power and authority to own and
operate its properties and to carry on its business as now conducted.
2. Company has all requisite corporate power and
authority to execute and deliver the Amendment, to issue the Additional Notes
and to carry out the transactions contemplated by, and perform its obligations
under, the Amended Credit Agreement.
3. The execution and delivery of the Amendment, the
performance of the Amended Credit Agreement and the issuance, delivery and
payment of the Additional Notes have been duly authorized by all necessary
corporate action on the part of Company. The Amendment and the Additional
Notes have been duly
C-2
<PAGE> 20
executed and delivered by Company, and the Amendment, the Amended Credit
Agreement and the Additional Notes constitute the legally valid and binding
obligations of Company, enforceable against Company in accordance with their
respective terms.
4. Neither the execution and delivery of the Amendment
nor the issuance and payment of the Additional Notes by Company nor the
consummation of the transactions contemplated by the Amendment nor compliance
with the terms and conditions of the Amended Credit Agreement by Company, on or
prior to the date hereof (A) conflicts with, results in a breach or violation
of, or constitutes a default under, any of the terms, conditions or provisions
of (x) the Articles of Incorporation or Bylaws of Company or any of its
Subsidiaries or (y) any term of any material agreement, instrument, order,
writ, judgment or decree known to us/me after due inquiry to which Company or
any of its Subsidiaries is a party or by which any of its respective properties
or assets are bound, or (z) any present federal or Nevada statute, rule or
regulation binding on Company or any of its Subsidiaries, or (B) results in the
creation of any Lien upon any of the properties or assets of Company or any of
its Subsidiaries under any agreement or order referred to in clause (y) above.
5. No governmental consents, approvals, authorizations,
registrations, declarations or filings are required by Company in connection
with the execution and delivery by Company of the Amendment and the performance
by Company of the Amended Credit Agreement and the issuance, delivery and
payment of the Additional Notes by Company.
The opinions set forth in paragraph 3 above are subject, with
respect to the enforceability of any document referred to therein, to (a)
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or limiting creditors' rights
generally, and the discretion of the court before which any proceeding therefor
may be brought; (b) limitations and exceptions which may arise under general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), including limitations as to the
availability of specific equitable remedies (such as the remedy of specific
performance); and (c) public policy considerations which may limit the rights
of Administrative Agent or Lenders to obtain indemnification.
My opinions in paragraph 4 above as to the compliance with
certain statutes, rules and regulations are based upon a review of those
statutes, rules and regulations which, in my experience, are normally
applicable to transactions of the type contemplated by the Amendment and the
Amended Credit Agreement.
To the extent that the obligations of Company may be dependent
upon such matters, I have assumed for purposes of this opinion, other than with
respect to Company, that each additional party to the agreements and contracts
referred to
C-3
<PAGE> 21
herein is duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation; that each such other party has the
requisite corporate or other organizational power and authority to perform its
obligations under such agreements and contracts, as applicable; and that such
agreements and contracts have been duly authorized, executed and delivered by,
and each of them constitutes the legal, valid and binding obligation of, such
other parties, as applicable, enforceable against such other parties in
accordance with their respective terms. Except as expressly covered in this
opinion, I am not expressing any opinion as to the effect of compliance by any
Lender with any state or federal laws or regulations applicable to the
transactions because of the nature of any of its businesses.
This opinion is rendered only to Administrative Agent and
Lenders and is solely for their benefit in connection with the above
transactions. This opinion may not be relied upon by Administrative Agent or
Lenders for any other purpose, or quoted to or relied upon by any other person,
firm or corporation for any purpose without my prior written consent.
Very truly yours,
C-4
<PAGE> 22
SCHEDULE A
[insert names of Lenders]
Schedule A - 1
<PAGE> 23
ANNEX D
EXHIBIT I
[FORM OF NOTICE OF BORROWING]
NOTICE OF BORROWING
Pursuant to that certain Amended and Restated Credit Agreement dated as
of September 25, 1995, as amended, supplemented or otherwise modified to the
date hereof (said Credit Agreement, as so amended, supplemented or otherwise
modified, being the "CREDIT AGREEMENT", the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
Oasis Residential, Inc., a Nevada corporation ("COMPANY"), the financial
institutions listed therein as Lenders ("LENDERS"), Wells Fargo Bank, National
Association, as Administrative Agent ("ADMINISTRATIVE AGENT"), and Morgan
Guaranty Trust Company of New York and Bank One Arizona, N.A., as Co-Agents,
this represents Company's request to borrow on ____________, 199_ from Lenders,
in accordance with their applicable Pro Rata Shares, $________, in Loans as
[Base/LIBO] Rate Loans. [The initial Interest Period for such Loans is requested
to be a month period.] The proceeds of such Loans are to be [deposited in
Company's account at Administrative Agent] [wire transferred to Company's
account as follows:
Pioneer Citizens Bank of Nevada
4170 South Maryland Parkway
Las Vegas, Nevada 89119
ABA Routing Number: 121 201 063
Beneficiary Account Name: Oasis Residential, Inc.,
Beneficiary Account Number: 0068138562]
The undersigned officer, to the best of his or her knowledge,
and Company certify that:
(i) The representations and warranties contained in the
Credit Agreement and the other Loan Documents are true, correct and
complete in all material respects on and as of the date hereof to the
same extent as though made on and as of the date hereof, except to the
extent such representations and warranties specifically relate to an
earlier date, in which case such representations and warranties were
true, correct and complete in all material respects on and as of such
earlier date;
(ii) No event has occurred and is continuing or would
result from the consummation of the borrowing contemplated hereby that
would constitute an Event of Default or a Potential Event of Default;
and
D - 1
<PAGE> 24
(iii) Company has performed in all material respects all
agreements and satisfied all conditions which the Credit Agreement
provides shall be performed or satisfied by it on or before the date
hereof.
DATED:______________________________ OASIS RESIDENTIAL, INC.,
a Nevada corporation
By:______________________________
Title:___________________________
D - 2
<PAGE> 1
OASIS RESIDENTIAL, INC.
PROMISSORY NOTE DUE SEPTEMBER 25,1997
$15,000,000 Las Vegas, Nevada
September 24, 1996
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of WELLS FARGO BANK, NATIONAL
ASSOCIATION ("PAYEE"), on or before September 25, 1997, the lesser of (x)
$15,000,000 or (y) the unpaid principal amount of all advances made by Payee to
Company as Loans in excess of the Commitment in effect prior to the date hereof
under the Credit Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells
Fargo Bank, National Association, as Administrative Agent, and Morgan Guaranty
Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended
to the date hereof (said Credit Agreement, as so amended and as it may be
further amended, supplemented or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at
the Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer
of this Note shall have been accepted by Administrative Agent as provided in
Section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent
shall be entitled to deem and treat Payee as the owner and holder of this Note
and the Loans evidenced hereby. Payee hereby agrees, by its acceptance
hereof, that before disposing of this Note or any part hereof it will make a
notation hereon of all principal payments previously made hereunder and of the
date to which interest hereon has been paid; provided, however, that the
failure to make a notation of any payment made on
<PAGE> 2
this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
2
<PAGE> 3
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: [SIG]
-------------------------------
Title: PRESIDENT
----------------------------
3
<PAGE> 4
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date This Date Paid This Date This Date Made By
---- --------- --------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
4
<PAGE> 1
OASIS RESIDENTIAL, INC.
PROMISSORY NOTE DUE SEPTEMBER 25, 1997
$12,500,000 Las Vegas, Nevada
September 24, 1996
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of MORGAN GUARANTY TRUST COMPANY OF
NEW YORK ("PAYEE"), on or before September 25, 1997, the lesser of (x)
$12,500,000 or (y) the unpaid principal amount of all advances made by Payee to
Company as Loans in excess of the Commitment in effect prior to the date hereof
under the Credit Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells
Fargo Bank, National Association, as Administrative Agent, and Morgan Guaranty
Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended
to the date hereof (said Credit Agreement, as so amended and as it may be
further amended, supplemented or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of
this Note shall have been accepted by Administrative Agent as provided in
Section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent shall
be entitled to deem and treat Payee as the owner and holder of this Note and the
Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; however, that the failure to make a notation of
any payment made on
<PAGE> 2
this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
2
<PAGE> 3
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: [SIG]
-------------------------------
Title: PRESIDENT
----------------------------
3
<PAGE> 4
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date. This Date Paid This Date This Date Made By
---- ---------- --------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
4
<PAGE> 1
OASIS RESIDENTIAL, INC.
PROMISSORY NOTE DUE SEPTEMBER 25, 1997
$12,500,000 Las Vegas, Nevada
September 24, 1996
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of BANK ONE, ARIZONA, NA ("PAYEE"),
on or before September 25, 1997, the lesser of (x) $12,500,000 or (y) the
unpaid principal amount of all advances made by payee to Company as Loans in
excess of the Commitment in effect prior to the date hereof under the Credit
Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells Fargo
Bank, National Association, as Administrative Agent, and Morgan Guaranty Trust
Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended to the
date hereof (said Credit Agreement, as so amended and as it may be further
amended, supplemented or otherwise modified from time to time, being the "CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of
this Note shall have been accepted by Administrative Agent as provided in
Section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent shall
be entitled to deem and treat Payee as the owner and holder of this Note and the
Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; provided, however, that the failure to make a
notation of any payment made on
<PAGE> 2
this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
2
<PAGE> 3
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: /SIG/
--------------------------------
Title:
-----------------------------
3
<PAGE> 4
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date This Date Paid This Date This Date Made By
---- --------- --------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
4
<PAGE> 1
OASIS RESIDENTIAL, INC
PROMISSORY NOTE DUE SEPTEMBER 25, 1997
$5,000,000 Las Vegas, Nevada
September 24, 1996
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of DRESDNER BANK AG, NEW YORK BRANCH
AND GRAND CAYMAN BRANCH ("PAYEE"), on or before September 25, 1997, the lesser
of (x) $5,000,000 or (y) the unpaid principal amount of all advances made by
Payee to Company as Loans in excess of the Commitment in effect prior to the
date hereof under the Credit Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells
Fargo Bank, National Association, as Administrative Agent, and Morgan Guaranty
Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended
to the date hereof (said Credit Agreement, as so amended and as it may be
further amended, supplemented or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loan evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer of
this Note shall have been accepted by Administrative Agent as provided in
section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent shall
be entitled to deem and treat Payee as the owner and holder of this Note and the
Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that
before disposing of this Note or any part hereof it will make a notation hereon
of all principal payments previously made hereunder and of the date to which
interest hereon has been paid; provided, however, that the failure to make a
notation of any payment made on
<PAGE> 2
this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
2
<PAGE> 3
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: /SIG/
--------------------------------
Title:
-----------------------------
<PAGE> 4
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date This Date Paid This Date This Date Made By
---- --------- --------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
4
<PAGE> 1
OASIS RESIDENTIAL, INC.
PROMISSORY NOTE DUE SEPTEMBER 25, 1997
$5,000,000 Las Vegas, Nevada
September 24, 1996
FOR VALUE RECEIVED, OASIS RESIDENTIAL, INC., a Nevada corporation
("COMPANY"), promises to pay to the order of UNION BANK OF CALIFORNIA, N.A,
formerly known as Union Bank ("PAYEE"), on or before September 25, 1997, the
lesser of (x) $5,000,000 or (y) the unpaid principal amount of all advances
made by Payee to Company as Loans in excess of the Commitment in effect prior
to the date hereof under the Credit Agreement referred to below.
Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Amended and Restated Credit Agreement dated as of September 25, 1995 by and
among Company, the financial institutions listed therein as Lenders, Wells
Fargo Bank, National Association, as Administrative Agent, and Morgan Guaranty
Trust Company of New York and Bank One Arizona, N.A., as Co-Agents, as amended
to the date hereof (said Credit Agreement, as so amended and as it may be
further amended, supplemented or otherwise modified from time to time, being
the "CREDIT AGREEMENT", the terms defined therein and not otherwise defined
herein being used herein as therein defined).
This Note is one of Company's "Notes" in the aggregate principal
amount of $200,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Loans evidenced hereby
were made and are to be repaid.
All payments of principal and interest in respect of this Note shall
be made in lawful money of the United States of America in same day funds at
the Funding and Payment Office or at such other place as shall be designated in
writing for such purpose in accordance with the terms of the Credit Agreement.
Unless and until an Assignment Agreement effecting the assignment or transfer
of this Note shall have been accepted by Administrative Agent as provided in
Section 9.1B(ii) of the Credit Agreement, Company and Administrative Agent
shall be entitled to deem and treat Payee as the owner and holder of this Note
and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof,
that before disposing of this Note or any part hereof it will make a notation
hereon of all principal payments previously made hereunder and of the date to
which interest hereon has been paid; provided, however, that the failure to make
a notation of any payment made on
<PAGE> 2
this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.
Whenever any payment on this Note shall be stated to be due on a day
which is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
the payment of interest on this Note.
This Note is subject to mandatory prepayment as provided in Section
2.4A(iii) of the Credit Agreement and to prepayment at the option of Company as
provided in Section 2.4A(i) of the Credit Agreement.
THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.
Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.
The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.
This Note is subject to restrictions on transfer or assignment as
provided in Section 9.1 of the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in Section 9.2 of the Credit Agreement,
incurred in the collection and enforcement of this Note. Company and any
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
2
<PAGE> 3
IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at
the place first written above.
OASIS RESIDENTIAL, INC.,
a Nevada corporation
By: /SIG/
--------------------------------
Title:
-----------------------------
3
<PAGE> 4
TRANSACTIONS
ON
ADDITIONAL NOTE
<TABLE>
<CAPTION>
Outstanding
Type of Amount of Amount of Principal
Loan Made Loan Made Principal Balance Notation
Date This Date This Date Paid This Date This Date Made By
---- --------- --------- -------------- ----------- --------
<S> <C> <C> <C> <C> <C>
</TABLE>
4
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1996
<CASH> 3,626
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 639,180
<DEPRECIATION> 49,958
<TOTAL-ASSETS> 749,686
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
42
<COMMON> 162
<OTHER-SE> 373,352
<TOTAL-LIABILITY-AND-EQUITY> 749,686
<SALES> 67,526
<TOTAL-REVENUES> 69,834
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 37,596
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,122
<INCOME-PRETAX> 21,116
<INCOME-TAX> 0
<INCOME-CONTINUING> 21,116
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,116
<EPS-PRIMARY> .87
<EPS-DILUTED> 1.03
</TABLE>
