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"), XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK, BANK ONE, ARIZONA, N.A., UNION BANK, DRESDNER BANK
AG, Los Angeles Agency and Grand Cayman Branch, and XXXXX FARGO BANK, N.A.,
each individually referred to therein as a lender ("Lender") and collectively
referred to as lenders ("Lenders"), and XXXXXX GUARANTY TRUST OF NEW YORK and
BANK ONE, ARIZONA, Lenders having the capacity of co-agents ("Co-Agents") and
XXXXX 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:
Xxxxxx 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
Xxxxx Fargo Bank, N.A. $40,000,000.00 (each singularly Xxxxxx
Note, Bank One Note, Union
Note, Dresdner Note and Xxxxx
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;
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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
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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, Xxxxx Fargo Bank, National
Association, as Administrative Agent, and Xxxxxx 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.
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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.
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Loan No. 6032ZR
"LENDERS" "COMPANY"
XXXXX FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Xxxx X. Xxxxxx BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
XXXXXX 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
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Loan No. 6032ZR
"LENDERS" "COMPANY"
XXXXX FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Xxxx X. Xxxxxx BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
XXXXXX 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
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Loan No. 6032ZR
"LENDERS" "COMPANY"
XXXXX FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Xxxx X. Xxxxxx BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
XXXXXX 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/
-------------------------------------
Xxxxxx X. Xxxxxx
Its: Vice President
--------------------------------
BY: /SIG/
-------------------------------------
Xxxxx Xxxxxx
Its: Asst. Vice Pres.
--------------------------------
Page 5 of 5
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Loan No. 6032ZR
"LENDERS" "COMPANY"
XXXXX FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Xxxx X. Xxxxxx BY:
------------------------------------- --------------------------------
Its: Vice President Its:
-------------------------------- ---------------------------
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, individually and as Co-Agent
BY: XXXXXXX X. XXXXXXXXXX
-------------------------------------
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
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Loan No. 6032ZR
"LENDERS" "COMPANY"
XXXXX FARGO BANK, NATIONAL ASSOCIATION, OASIS RESIDENTIAL, INC.,
individually and as Administrative Agent a Nevada Corporation
BY: Xxxx X. Xxxxxx BY: /SIG/
------------------------------------- --------------------------------
Its: Vice President Its: President
-------------------------------- ---------------------------
XXXXXX 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
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OASIS RESIDENTIAL, INC.
SUMMARY OF OCCUPANCY
FOR THE MONTH ENDED DECEMBER 25, 1995
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.
------------------------------ -------- ----------- ----------- ---------- ---------- ---- ------- ---- -------
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
XXXXX XXXXXX XXX 000 000 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
XXXXX XXXX XXX 000 000 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 XXXX 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 XXX 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
XXXXX XXXXXX XXX 000 00 16% 249,216 185,598 21,633 541 0.02 737 0.74
OASIS XXXXXXXX XXX 000 00 9% 391,590 358,985 - - 0.00 1,050 0.92
XXXXX XXX XXX XX XXX 000 000 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
====== ====== ===== ========== ========== ========== ==== ===== ====== =====
EXHIBIT IX
PAGE 1 OF 2 PAGES
11
OASIS RESIDENTIAL, INC.
Unencumbered NOI Analysis
NOI FOR QUARTER ENDED
-------------------------------------------------------------------
12 MONTH
COMMUNITIES UNITS TOTAL DEC. 31, 1995 SEP. 30, 1995 JUN. 30, 1995 MAR. 31, 1995
----------- ----- -------- ------------- ------------- ------------- -------------
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) XX XX 0
0 XXXXX XXXXXX XX $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 XXXX 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 XXXXX XXXX 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
-----------------
(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
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 XXXXXXX X. XXXXXXX
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)
