---------------------- Forwarded by Phillip K Allen/HOU/ECT on 09/26/2000 04:28 PM --------------------------- "George Richards" <cbpres@austin.rr.com> on 09/26/2000 01:18:45 PM Please respond to <cbpres@austin.rr.com> To: "Phillip Allen" <pallen@enron.com> cc: "Larry Lewter" <retwell@mail.sanmarcos.net>, "Claudia L. Crocker" <clclegal2@aol.com> Subject: Investment Structure STRUCTURE: Typically the structure is a limited partnership with a corporate (or LLC) general partner. The General Partner owns 1% of the project and carries the liability of construction. LAND OWNERSHIP & LOANS The property would be purchased in the name of the limited partnership and any land loans, land improvements loans and construction loans would be in the name of the limited partnership. Each of the individual investors and all of the principals in Creekside would also personally guarantee the loans. If the investor(s) do not sign on the loans, this generally means that a larger amount of cash is required and the investor's share of profits is reduced. All loans for residential construction, that are intended for re-sale, are full recourse loans. If we are pursuing multifamily rental developments, the construction loans are still full recourse but the mortgage can often be non-recourse. USE OF INITIAL INVESTMENT The initial investment is used for land deposit, engineering & architectural design, soils tests, surveys, filing fees, legal fees for organization and condominium association formation, and appraisals. Unlike many real estate investment programs, none of the funds are used for fees to Creekside Builders, LLC. These professional expenses will be incurred over the estimated 6 month design and approval period. EARLY LAND COSTS The $4,000 per month costs listed in the cash flow as part of land cost represent the extension fees due to the seller for up to 4 months of extensions on closing. As an alternative, we can close into a land loan at probably 70% of appraised value. With a land value equal to the purchase price of $680,000 this would mean a land loan of $476,000 with estimated monthly interest payments of $3,966, given a 10% annual interest rate, plus approximately 1.25% of the loan amount for closing costs and loan fees. EQUITY AT IMPROVEMENT LOAN Once the site plan is approved by the City of Austin, the City will require the development entity to post funds for fiscal improvements, referred to as the "fiscals". This cost represents a bond for the completion of improvements that COA considers vital and these funds are released once the improvements have been completed and accepted by COA. This release will be for 90% of the cost with the remaining 10% released one year after completion. Releases can be granted once every 90 days and you should expect that the release would occur 6 months after the start of lot improvement construction. These fiscals are usually posted in cash or an irrevocable letter of credit. As such, they have to be counted as a development cost, even though they are not spent. Because they are not spent no interest is charged on these funds. The lot improvement loan is typically 75% of the appraised value of a finished lot, which I suspect will be at least $20,000 and potentially as high as $25,000. This would produce a loan amount of $15,000 on $20,000 per lot. With estimated per lot improvement costs of $9,000, 'fiscals' at $2,000 and the land cost at $8,000 , total improved lot cost is $19,000 which means $0 to $4,000 per lot in total equity. The investment prior to obtaining the improvement loan would count towards any equity requirement provided it was for direct costs. Thus, the additional equity for the improvement loan would be $0-$184,000. Even if the maximum loan would cover all costs, it is unlikely the bank would allow reimbursement of funds spent. The higher estimates of equity investments are shown in the preliminary proforma to be on the safe side. The engineer is preparing a tentative site layout with an initial evaluation of the phasing, which can significantly reduce the cash equity requirement. Phasing works as follows. If the first phase was say 40 units, the total lot improvement cost might average $31,000 per lot. Of this, probably $13,000 would be for improvements and $19,000 for the land cost. The improvements are higher to cover large one time up front costs for design costs, the entry road, water treatment costs, perimeter fencing and landscaping, and so on, as well as for 100% of the land. The land loan for undeveloped lots would be 70% of the appraised raw lot value, which I would estimate as $10,000 per lot for a loan value of $7,000 per lot. Then the loan value for each improved lot would be $15,000 per lot. This would give you a total loan of $992,000, total cost of $1,232,645 for equity required of $241,000. This was not presented in the initial analysis as the phasing is depended on a more careful assessment by the Civil Engineer as the separate phases must each be able to stand on its own from a utility standpoint. CONSTRUCTION LOANS There are three types of construction loans. First, is a speculative (spec) loan that is taken out prior to any pre-sales activity. Second, is a construction loan for a pre-sold unit, but the loan remains in the builder/developers name. Third, is a pre-sold unit with the construction loan in the name of the buyer. We expect to have up to 8 spec loans to start the project and expect all other loans to be pre-sold units with loans in the name of the builder/developer. We do not expect to have any construction loans in the name of the buyers, as such loans are too difficult to manage and please new buyers unfamiliar with the process. Spec loans will be for 70% to 75% of value and construction loans for pre-sold units, if the construction loan is from the mortgage lender, will be from 80% to 95% of value. DISBURSEMENTS Disbursements will be handled by the General Partner to cover current and near term third party costs, then to necessary reserves, then to priority payments and then to the partners per the agreement. The General Partner will contract with Creekside Builders, LLC to construct the units and the fee to CB will include a construction management and overhead fee equal to 15% of the direct hard cost excluding land, financing and sales costs. These fees are the only monies to Creekside, Larry Lewter or myself prior to calculation of profit, except for a) direct reimbursement for partnership expenses and b) direct payment to CB for any subcontractor costs that it has to perform. For example, if CB cannot find a good trim carpenter sub, or cannot find enough trim carpenters, etc., and it decides to undertake this function, it will charge the partnership the same fee it was able to obtain from third parties and will disclose those cases to the partnership. Finally, CB will receive a fee for the use of any of its equipment if it is used in lieu of leasing equipment from others. At present CB does not own any significant equipment, but it is considering the purchase of a sky track to facilitate and speed up framing, cornice, roofing and drywall spreading. REPORTING We are more than willing to provide reports to track expenses vs. plan. What did you have in mind? I would like to use some form of internet based reporting. BOOKKEEPING I am not sure what you are referring to by the question, "Bookkeeping procedures to record actual expenses?" Please expand. INVESTOR INPUT We are glad to have the investor's input on design and materials. As always the question will be who has final say if there is disagreement, but in my experience I have always been able to reach consensus. As you, and I presume Keith, want to be involved to learn as much as possible we would make every effort to be accommodating. CREEKSIDE PROCEEDURES CB procedures for dealing with subs, vendors and professionals is not as formal as your question indicates. In the EXTREMELY tight labor market obtaining 3 bids for each labor trade is not feasible. For the professional subs we use those with whom we have developed a previous rapport. Finally, for vendors they are constantly shopped. PRE-SELECTED PROFESSIONALS, SUBS AND VENDORS Yes there are many different subs that have been identified and I can provide these if you are interested. I know I have not answered everything, but this is a starting point. Call when you have reviewed and we can discuss further. Sincerely, George Richards President, Creekside Builders, LLC - winmail.dat