C.B.G. LIMITED VALLEY OF LAKES/EAGLE ROCK RESORT ______________1 INDEX I. Executive Summary A. Project Owner/Borrower B. Project Description, Location and Site 1. Commercial.Amenities & Facilities a. Eagle Rock Lodge b. Eagle Rock Ski Resort c. Eagle Rock Motel d. Eagle Rock Golf Course e. Commercial Operations Building f. The Ravens Run Equestrian Center 2. Recreational.Amenities & Facilities a. Fireside Swim and Tennis Clubhouse b. Sports Core c. Two Lake Areas C. Operating Companies 1. Oneida Water Company 2. Valley Utilities Company, Inc. 3. Valley Maintenance Company 4. Valley Construction Company D. Capital Project Investment 1. Investment to date 2. Projected Investment E. Breakdown of Main Project Cost Components F. Loan Request 1. Type of Loan Requested 2. Amount of Loan Requested 3. Loan Period Requested G. Equity Availability 1. Amount of Hard Equity 2. Security/Guarantees/Collateral Offered 3. Existing Feasibility/Viability Study & Updated Appraisal II. Marketing III. Organization and Staff IV. Insurance Programs and Bond Commitments V. Appraisal Information VI. Loan Description VII. Exhibits Exhibit #1 - Eagle Rock Ski Area Exhibit #2 - Eagle Rock Resort Exhibit #3 - Valley Utilities, Inc. and Oneida Water Company Exhibit #4 - Valley Maintenance Company and Valley Construction Company VIII. Appendices ______________2 EXECUTIVE SUMMARY ______________3 EXECUTIVE SUMMARY 1. Presentation of Project Owner/Borrower - C.B.G. Limited, a Pennsylvania limited partnership, owners and developers of Valley of Lakes/Eagle Rock Ski and Golf Resort, P.O. Box 2039, Route 924, Hazleton, Pennsylvania 18201. Telephone Number (717)-384-3223, Fascimile Number (717)-384-3007. - The Valley is designed as a combined residential resort community that will include a healthy mix of housing types, commercial and non-commercial amenities and facilities and full support capabilities. Amenities are designed to provide year-round recreation and include skiing, boating, fishing, swimming, golfing, tennis, equestrian activities and other sports and recreational facilities. The Valley has two man made lakes and a third, Lake Algonquin, is in the permitting phase. Plans call for completion of the lake as well as a shopping center, office and commercial development, a convention/hotel center and other facilities. Ultimately, there will be some 6,403 housing units in the development, comprised of single family, town home and multiple dwelling complexes (such as midrise, condominium or similar housing). - Ownership: Frank M. Cedrone, Managing General Partner 70% limited partner 5% general partner Wayne F. Guidotti 11% limited partner Kleppinger Trust 14% limited partner - The Managing General Partnerg Frank M. Cedrone, brings over 30 years experience in the real estate development industry. Wayne F. Guidotti, also a partner and Director of Operations, has over 20 years experience in finance and operations management. 2. Project Description, Location and Site - Valley of Lakes/Eagle Rock Ski and Golf Resort. ______________4 2. Project Description, Location and Site (Continued) - Valley of Lakes/Eagle Rock Ski arid Golf Resort is a tract of land comprised of some 3,891 acres and is designed as a combined primary-second home resort community. The platted, engineered, approved and recorded lots to date total 1,931. There are 644 lots remaining to be sold out of this section of inventory. Ultimately, there will be some 6,403 housing units in the development. Commercial Amenities and Facilities Eagle Rock Lodge: A fine-dining and nightclub facility offering live entertainment as well as banquet facilities. This lodge is a three-floor structure, containing 19,909 square feet and a capacity of 584 patrons. Eagle Rock Ski Resort: The resort has four ski lifts and 12 trails with an uphill capacity of 4,300 skiers per hour. All new snow-making and lighting capacity have been installed. Over 20,000 skiers visited Eagle Rock Ski Resort for the 1990-1991 ski season, (our first full year of operation). We anticipate approximately 30,000 skier visits for the 1991-1992 season. The Ski Resort boasts two (2) new lodges to service it's customers. The Panorama Lodge, a 10,000 square foot facility, is located at the top of the slopes and the Fireside Base Lodge, 13,400 square feet, is at the bottom. Eagle Rock Motel: This 24-room motel unit is located adjacent to Eagle Rock Lodge and Eagle Rock Ski Resort. All units are equipped with telephone service, colored televisions and private bathroom facilities. Eagle Rock Golf Course: An eighteen hole golf course has been totally designed by Arnold Palmer and is presently under construction. Thls is the first of three (3) 18-hole championship golf courses planned to be built. Commercial Operations Building: A 28,888 square foot state-of-the-art building has been designed to act as a nerve center for all operations. This building is currently under construction. Ravens Run Equestrian Center, Inc.: The equestrian facility contains an indoor arena, 28 horse stalls and a 3+ acre corral. ______________5 2. Project Description, Location and Site (Continued) Recreational Amenities Swim and Tennis Clubhouse: This facility provides swimming and tennis, a children's pool as well as a building with snack bar, rest rooms and related facilities. Sports Core: There are six shuffleboard lanes, two bocce courts, two horseshoe lanes, a basketball court, badminton, lawn croquet, volleyball courts, an eight lane archery range and children's play area. Picnic facilities are nearby, including a covered 60' x 80' pavilion . Lakes: Lakes Choctaw, (22 acres), and Susquehanna, (45 acres) are man-made lakes for boating, swimming and fishing. A third lake, Lake Algonquin, (85 acres), is currently under construction. Operating Companies Oneida Water Company: This water company is the exclusive water utility service to all resldental and commercial customers within the Valley of Lakes and Eagle Rock Resort as well as to the nearby town of Oneida, Pennsylvania. Valley Utilities Company, Inc.: This sewerage treatment plant is the exclusive sewer utility service to all residential and commercial customers within the Valley of Lakes and Eagle Rock Resort. Valley Maintenance Company: This company is responsible for the maintenance of the roads and commercial facilities of C.B.G.Limited. Valley Construction Company: This company is responsible for the construction of all commercial facilities for C.B.G. Limited. - The number of lots still to be developed on the remaining 3,552 acres within the development are as follows: single family: 1,622 townhouses: 2,470 midrise: 1,024 TOTAL : 5,116 The number of living units remaining to be built, (including those on lots already sold), are approximately 6,100. ______________6 CAPITAL PROJECT INVESTMENT ($ MILLION) (Total Expended as of 12-31-90) Eagle Rock Golf Course #1 1.0 Under construction (designed and managed by Arnold Palmer) Eagle Rock Ski Resort 7.9 Complete (uphill capacity: 4,700 skiers/hour, 4 lifts, 12 trails, all illuminated) Swim and Tennis Clubhouse .3 Complete (heated inground Olympic pool, illuminted tennis courts, and club- house with men's and women's locker/ shower rooms) Lakes and Dams 2.6 Two lakes complete One lake permits complete Ravens Run Equestrian Center .5 Complete (28 horse stalls, 3.5 acre corral, 160 foot indoor arena, 2 stable buildings) Sports Core (all recreational .3 Complete sports plus outdoor pavilion) Oneida Water Company (central water) 2.0 Continued expansion Valley Utilities Company, Inc. 3.4 Continued expansion (central sewer) Buildings* Eagle Rock Lodge (19,909 sf) 2.2 Complete Commercial Operations Building (28,888 sf) .8 Under Construction Motel (24 units) .4 Complete Fireside Base Lodge 1.1 Complete Mountaintop Lodge .6 Complete Ticket Sales Building (computerized) .1 Complete Maintenance Buildings (3) .1 Complete Three parking lots (2000+ cars) Roads ** (18 miles) 4.4 Complete ----- TOTAL EXPENDITURES 27.7 Notes: * Totals do not include furniture, equipment, fixtures, computers, etc, for any of the operations. Total: $679,878. ** Totals do not include almost 16 miles of roads which have been shale paved and almost 4 miles of additionals roads which have been cleared. Total: $1,348,000. ______________7 CAPITAL PROJECT INVESTMENT ($ MILLION) 1993 1994 1995 1996 1997 Eagle Rock Golf Course #1 3.16 Golf Course 2 2.0 2.0 Eagle Rock Ski Resort .4 .25 Lakes and Dams 2.45 Oneida Water Company 1.17 .1 .42 .57 .13 Valley Utilities Co., Inc. 2.69 1.0 1.75 Buildings Commercial Oper. Bldg. .93 G.C. Clubhouse #1 1.25 1.25 G.C. Clubhouse #2 1.5 Roads 3.64 .53 1.51 1.48 .45 ----- ----- ----- ----- ----- TOTAL CAPITAL INVESTMENT 14.44 1.88 6.18 6.05 2.08 5-year Estimated Capital Project Investment Required: $30.63 Million. ______________8 3. Breakdown of Main Project Cost Components Cost of Land $ 4,153,866. USD Investment Prior to 1991: $ 27.70 Million USD Five-year Estimated Investment: $ 31.53 Million USD Cost of Land: $ 4.15 Million USD Present Value of Current & Planned Land Inventory: $ 62.40 Million USD _________________ TOTAL COLLATERAL: $ 125.78 Million LSD - EXISTING DEBT First Eastern Bank, N.A. $ 16,600,000 Kleppinger Trust 1,789,000 Wolgin Loan 1,450,000 PennVest 1 193,274 PennVest II 231,318 RCP Loan 468,164 Auto Loans 7,700 J.1. Case (Heavy Equipment) 42,269 Associates Capital 14,906 Various Leasing Companies 509,491 Accounts Payable 3,317,841 _____________ TOTAL $ 24,623,963 USD 4. Type of Loan Requested - Development financing to complete infrastructure and amenities as well as refinancing of current debt. 5. Loan Amount Requested - $45.0 Million USD. - Payoffs at Closing 24,623,963 Complete Eagle Rock Golf Course 3,160,000 Complete Additions to Ski Resort 400,000 Build Lake Algonquin and Dam 2,450,000 Install Water Utility Lines 1,170,000 Install Sewer Utility Lines 2,690,000 Complete Road Construction 3,640,000 Complete Comm. Oper. Bldg. 930,000 ___________ $38,063,967 Working Capital, Costs of Financing and Brokerage 6,936,037 ____________ TOTAL $45,000,000 USD ______________9 6. Loan Period Requested - Our goal is to structure a loan repayment schedule providing the lowest possible cash outlays during the various construction phases. We are requesting a loan period of 10 years, interest only paid quarterly in arrears during construction and equal monthly amortization payments thereafter. 7. Availability of Equity AMOUNT OF HARD EQUITY $47,936,273 USD BREAKDOWN OF EQUITY PRESENTLY AVAILABLE Project Appraisal, January, 1992 $ 72,500,000 Minus Existing Debt 24,623,963 __________ TOTAL HARD EQUITY $ 47,876,037 8. Security/Guarantees/Garantor/Collateral Offered - First position on the entire project and total site area . 9. Existing Feasibility/Viability Study and Updated Appraisal - Existing Feasibility/Viability Study and Updated Appraisal from Booth Appraisal and Realty Company, Inc. was completed on January 20, 1992, stating the appraised value at $72.5 Million USD "as presently is". Note : (*) These state agency sponsored loans are for 20 years at 1% interest for the first 10 years, and 3% interest for the next ten years. Since they are paid-off via a surcharge on the bills of utility customers, they do not have to be paid by C.B.G. and would result in a savings of $424,592. ______________10 MARKETING ______________11 MARKETING Valley of Lakes and Eagle Rock Resort is now regarded as "The" Premier Planned Residential/Resort community in the Northeast. Tours and inspections by reporters from all major media have resulted in glowing reports praising the creative planning, quality development and commitment to excellence shown by the developers, C.B.G. Limited. Editorials in the New York Times, Real Estate Review, Hazleton Standard Speaker, Wilkes-Barre Times Leader and other local and major market news media have all highly praised the community. The property has been featured in such leading publications as Time, Newsweek, U.S. News and World Report, Sports Illustrated, Golf Magazine and Philadelphia Magazine. With a continual high level advertising campaign that has been conducted in newspapers and magazines, radio and television, by direct mail, billboard and special promotions, the Valley of Lakes message has been carried throughout seven states and the District of Columbia. However, news of this fine development has spread far beyond its normal market area. Property owners now include buyers from Europe, Asia and the Far East. MARKET AREA Primary: Pennsylvania, New York, New Jersey Secondary: Connecticut, Delaware, Maryland, D.C., Virginia MARKETING TEAMS Direct employed sales teams headed by regional Managers in Pennsylvania, New York, and New Jersey, supplemented by independent and multiple broker networks who have signed referral agreements with CBG Limited, i.e. Weichert Realtors, E.R.A., Century 21, Caldwell-Banker, Prudential, etc. Independent and broker networks in all secondary markets. MARKETING PROGRAMS Preview Film Showings In all market areas, held in local hotels, restaurant banquet rooms, etc., prospects selected by wealth category and proximity to film showing are solicited by phone room located in Bellmawr, NJ. Additional prospects are solicited by local area brokers to attend. Media blitz precedes film previews in each area by one week to enhance image and give instant recall to prospective attendees. ______________12 Attendees are solicited to tour Valley of Lakes based on qualifying financial data, exposed need and created desire. Prospects who do accept tour offer are sold by on-site sales team members. In-Home Presentations Appointments are set for in-home video presentations for prospects responding to media advertising. These presentations are conducted by our off-site, direct employed sales team members, as well as participating brokers. Offers to tour the property are made to qualifying prospects who are then sold by on-site sales team members. Special Promotions Special promotions are prospect generators and are conducted by on-site and off-site sales teams . Off site Promotions include industry trade shows, home shows, boat shows shopping mall promotions, conventions, builder's expositions, etc. Off-site promotions are supported by media advertising and personality appearances. On-site Promotions include special events for property owners and their guests such as barbeques, games and contests, fishing tournaments, carriage rides, trail and hay rides, swim and tennis functions, etc. Other special events include the use of personalities. ADVERTISING All major media advertising is utilized. Newspaper Advertising This medium is utilized in those markets, wherein we can respond with fleld personnel, either direct employees or broker personnel, for in-home presentations or invitations to "Preview Film Showings". Radio Advertising This is conducted in all primary markets, with overlap into secondary markets achieved by proper selection of strong signal stations. Inquiring prospects are offered Valley "tours" and/or overnight stays. In the alternative, they are scheduled for an in-home presentation or attendance at a "Preview Film Showing" in their area. Television Advertising This is utilized on both network and cable TV channels and is limited to the primary market. Respondents are handled similar to radio inquiries. Magazine Advertising is of two types, i.e. Image and Response. ______________13 Image Advertising i.e. Time, Newsweek, U.S. News and World Report, and Sports Illustrated are selected for specific markets in our primary market area for subscription purchasers only . The threefold benefits are: low cost for major image, maximum distribution to high income subscribers as opposed to occasional readers (newsstands), and ability to state, "as advertised in", etc. in other forms of advertising, i.e. direct mail, posters, pamphlets, etc Response Advertising i.e. Golf magazine, is directed to special interest groups for particular product lead generation. DIRECT MAIL All direct mail programs are response oriented and are used to promote or support special promotions. Specifically targeted to special interest groups, in the upper-income bracket and timed to reach them in a specific time period coupled with a maximum urgency factor, direct mail programs offer special products, special prices, absolute deadlines, etc . BILLBOARDS Billboards are utilized strictly for image and directional purposes only and are strategically located for maximum exposure. PUBLIC RELATIONS Public Relations programs are designed to enhance the community's and developer's image and support ongoing sales and marketing. These functions are promoted by our in-house agency, as well as our commercial agencies. They maintain coordination between advertising and special programs for our separate profit centers, i.e. restaurant, ski area, and motel, and our real estate products, i.e. lots and housing products, for maximum effect. ______________14 OWNERS AND KEY PERSONNEL ______________15 RESUME FRANK M. CEDRONE 128 Monmouth Green Marlton, NJ 08053 EXPERIENCE: September 1985 - Present C.B.G. Limited - (75% Ownership) Managing General Partner. Set up Partnership, contracted with American Bank to acquire Property, negotiated resolution of all legal issues and title disputes, completed engineering and feasibility studies and cost analyses. Met with local, state and Federal Regulatory Agencies to properly evaluate project requirements prior to closing in September, 1986. From September 1986 to present, managed the asset development of Partnership. January 1983 - September 1985 International Realty Corporation, West Berlin, NJ - Chief Executive Officer (Wholly Owned). Represented several Florida Developers in marketing their properties as an Independent Agency. Marketed commerical and industrial properties in southern New Jersey. August 1972 - L)ecember 1982 Lehigh Corporation, Lehigh, Florida - Director of North American Sales. Directed all marketing of company products (homes, condominiums, lots and timesharing) in northern markets. June 1967 - September 1972 Deltona Corporation, Miami, Florida - General Manager, Marco Island Division. Directed Northern marketing for this large Florida builder developer for their products (homes, condominiums, lots, timesharing) for their luxury community of Marco Island, Florida. January 1955 - June 1967 Greater Valley Contractors, Philadelphia, PA - General Manager. Directed all activities of this residential, commercial and military builder/contractor. Responsibilities included: estimating, bid preparation, procurement of labor, materials and sub-contractors, liason with architects, engineers and owners (civilian and military), construction supervisors, etc. EDUCATION: Attended Temple University - Business Administration Army General School, Fort Riley, Kansas Officers Candidate School PAST AND PRESENT AFFILIATIONS: Sales and Marketing Executives Club Eastern Industrial Advertisers - Philadelphia Chapter - AMA American Land Developers Association Evesham Township - Ecomonic Development Committee Knights of Coluinbus ______________16 RESUME WAYNE F. GUIDOTTI 91 Fox Valley Lane Glen Mills, PA 19342 EXPERIENCE: August 1988 - Present C.B.G. Limited - (11% Ownership). Director of Operations. Responsibilities include the following C.B.G. Limited profit centers: Eagle Rock Ski Resort, including food, beverage and retail sales at Mountain Top and Base Lodges; Eagle Rock Lodge and Night Club; Property Management, including Security and Maintenance; Residential Recreational Facilities including Swim and Tennis Club and Equestrian Center. Responsibility shared with the Managing General Partner include financial management and human resources functions. 1980 - 1988 Founded Capital Investment Plans, Limited, a registered investment advisory firm to offer financial and investment consulting to high income, high net worth individuals and small corporations. Franchised offices in Pennsylvania and New Jersey. 1974 - 1 980 Certified Financial Planner with Manufacturers Financial Services, located in the Villanova, Pennsylvania Regional Office. June, 1971 - December, 1973 Acme Markets Incorporated - Operations Manager. Responsible for managing the office located in Lancaster, Pennsylvania of Skyline Distributors, Division of Acme Markets, Inc. Responsible for accounting and data processing functions. November, 1970 - June, 1971 Assistant Department Head of Corporate Cost Accounting. Supervised five section supervisors directly and sixty-five people indirectly. December, 1968 - November, 1970 Staff Assistant to Accounts Payable Department Head. Concentrated on work flow problems. March, 1968 - December, 1968 Management Trainee. Began employment with Acme Markets with intent of managing supermarket. EDUCATION: American College Masters of Financial Sciences, 1987. College of Financial Planning - Certified Financial Planner University of Maryland - OS in Business Licenses: Life and Health Insurance, NASD,- General Securities; Real Estate. ______________17 C.B.G. LIMITED DEPARTMENT MANAGERS AND KEY PERSONNEL JAMES DAGROSA Hired 10/6/86. Project Construction Manager. Oversees water line, sewer line and road installation, golf course construction and all land surveying and design. Member of the Architectural Control Committee. Registered land surveyor. ROBIN GAGLIANO Hired 10/6/86. Recreational Activities Director/Special Projects Manager. Complete knowledge of preparing reports for C.B.G. Limited, researching properties at courthouse and arranging meeting and appointments. Oversees all activities at the Swim and Tennis Club at Valley of Lakes, including budgets, hiring personnel and special functions. JOSEPH JANCUSKA Hired 11/7/88. Utility Operations Supervisor. Inspect and oversee all aspects of sewer and water operations including installation, purchasing, execution of material orders and trouble shooting. KENNETH KNIZE Hired 8/l/91. Eagle Rock Ski Resort General Manager. Complete knowledge and experience in snowtnaking, electrical and mechanical maintenance, grooming, lifts, parking, ski patrol, ski school, ticket functions, marketing, accounting, personnel and employee relations. ROBERT HERBERT Hired 9/l/91 Director of Food and Beverage. Oversees complete operations of Chez-Rael, Inc. and Trachele, Inc. Knowledge and experience with sales and budgets, short and long-term projections, advertising and marketing, capital planning, employee development and menu updating. ______________18 THOMAS MARNELL Hired 1/19/87 Community Services Manager. Interaction with state, local and civic agencies. Knowledge and ability to communicate with leaders and department managers of C.B.G. Limited and understand laws and regulations. THOMAS MURRAY Hired 8/8/88. Construction Supervisor. Complete supervision of commercial amenities with knowledge regarding design specifications, proposals and contract reviews, hiring of employees, material purchasing, scheduling of personnel on the jobsite and safety inspections of site. JAYANT PARMAR Hired 11/14/88. Chief Accounting Officer. Supervision of all of C.B.G. Limited and Affiliated Company's accounting, financing, taxation and budgeting needs including monitoring loans, providing actual financial flows and comprising financial statements. NEIL RODINO Hired 11/l/89. Media Director. Knowledge and execution of all aspects of advertising and promotions including placing various advertisements, designing and developing sales aids and arranging special programs for the various departments of C.B.G. Limited. ______________19 INSURANCE PROGRAMS AND BOND COMMITMENTS ______________20 C.B.G. LIMITED AND AFFILIATED COMPANIES INSURANCE COVERAGE GENERAL LIABILITY LIMIT OF LIABILITY General Aggregate $2,000,000.00 Products-Completed Operation 1,000,000.00 Personal Injury & Advertising 1,000,000.00 Medical Expense 5,000.00 BUSINESS AUTO LIABILITY INSURANCE $1,000,000.00 PERSONAL INJURY PROTECTION Uninsured & Under Insured 35,000.00 Comprehensive $ 50.00 Deductible Collision $ 250.00 Deductible All owned auto, hired or borrowed automobiles and employer's non-owned autos are covered under the liability of this policy. PROPERTY INSURANCE FIRE Total Coverage $6,121,800.00 Deductible per claim 1,000.00 This policy provides all risk coverage to the physical plant. BUILDERS RISK ALL RISK $1,000,000.00 WORKERS COMPENSATION Coverage provided according to the statutes. We have added the "All State endorsement and the Voluntary endorsement." EQUIPMENT All risk coverage on equipment in the amount of $1,000,000.00. ______________21 SKI INSURANCE General Aggregate Limited $1,000,000.00 Products-Completed 1,000,000.00 Personal & Advertising Injury 1,000,000.00 Each Occurrence 1,000,000.00 EXCESS SKI LIABILITY General Liability 1,000,000.00 Including Products and Completed CRIME EMPLOYEE DISHONESTY Bookkeepers $ 500,000.00 All other employees 25,000.00 Robbery of custodian 25,000.00 Robbery outside 25,000.00 Burglary 25,000.00 ONEIDA WATER COMPANY MARINE 4 - 32,000 Water tanks Amount of insurance $ 140,000.00 Equipment 114,000.00 total amount of equipment used 254,000.00 ______________22 BOND COMMITMENTS ARAPAHOE WEST TOWNHOUSE INFRASTRUCTURE (Roads-Water-Sewer) Bonded at $100,000.00 EAGLE ROCK ESTATES INFRASTRUCTURE (Roads-Water-Sewer) Bonded at $2,300,000.00 The cost of bonds has limited our efforts to submit subdivision plans for approval in advance of development. These approvals, when obtained, will significantly increase homesite inventory and commercial land investment evaluation. ______________23 APPRAISAL INFORMATION ______________24 Booth Appraisal & Realty Co., Inc. 2006 N. Washington Avenue Scranton, PA 18609 (717) 347-4666 (717) 347-4666 Fax January 28, 1992 Mr. Frank M. Cedrone C/O Valley of Lakes C.B.G. Limited Route 924 Sheppton, PA 18201 Dear Mr. Cedrone: Property Location: Valley of Lakes Route 924 Schuylkill and Luzerne Counties Hazleton, Pennsylvania 18201 Date and Time of Appraisal: January 20, 1992, at 9:00 AM In compliance with your request, the undersigned has completed an appraisal of the fee simple interest in the above captioned property. This property is located as shown on the attached sketch and is more fully and legally described in the body of this report. Please be informed that a careful inspection was made of this site and its building improvements. Due consideration was given to all factors and forces that influence property value at the subject location, such as, area and neighborhood trends, comparable market transactions, prevailing rentals in the area, current levels of land value, replacement costs, zoining and all factors we felt necessary to estimate the property's Market Value. The attached report contains an analysis of general and specific data which was deemed essential to support the estimate of value as reported herein under the cost, income and market approaches to value. Information and data supplied is believed to be current and has been verified to the best of our ability, but cannot be guaranteed. As a result of my investigation and detailed findings, it is my considered and professional opinion that the property described herein warrants a Market Value, as of the above appraisal date, in the amount of: $72,500,000.00 (Seventy-Two Million Five Hundred Thousand Dollars) Please feel free to let me know if you desire additional information concerning this report or if we may be of further assistance. Respectfully submitted, /s/ Donald J. Booth Realtor ... Appraiser ______________25 C.B.G. LIMITED RECAP OF PROJECTED VALUES FROM APPRAISAL, DATED JANUARY 28, 1992 Lot Inventory Appraisal Analysis, Page 24 $307,336,425 Public Utilities Oneida Water Company 5,807,484 Valley Utilities Company, Inc. 7,746,487 13,553,971 _________ Three (3) PGA-Rate Golf Courses Eagle Rock Golf Club West 4,100,000 Eagle Rock Golf Club East 4,150,000 Weston Hills Golf Club 4,075,000 12,325,000 _________ Hotel/Convention Center Acreage 3,600,000 Commercial Acreage 2,700,000 Commercial Operations Building 2,980,000 Eagle Rock Ski Area 6,600,000 Eagle Rock Lodge/Motel 2,300,000 _____________ $351,395,396 ______________26 LOAN DESCRIPTION ______________27 DETAILS ON EXISTING DEBT I. BANKS a). First Eastern Bank $11,500,000.00 b). First Eastern Bank 3,000,000.00 c). First Eastern Bank 550,000.00 d). First Eastern Bank 600,000.00 e). First Eastern Bank 25,000.00 f). First Eastern Bank 925,000.00 _____________ $16,600,000.00 Notes to Bank Debt a)., b). and c). are development loan to C.B.G. d). is a development loan to Valley Utilities Company, Inc. e). is a Letter of Credit Fee f). is loan interest owed to date II. LEASES a). First Eastern Leasing Company ACCOUNT MONTHLY PAYMENT BALANCE 6911-GF $ 2,128.48 34,055.68 6977-GF 689.28 11,028.48 7039-GF 1,258.75 20,140.00 6962-GF 2,127.90 36,174.30 6708-GF 4,047.05 68,799.85 6847-GF 928.30 15,781.10 6734-GF 18,833.02 94,165.26 7521-GF 1,638.04 26,208.64 7897-JF 2,324.77 37,196.32 7971-JF 6,824.92 20,474.76 7551-GF 10,595.76 52,978.80 417,003.19 b). Adirondack (approx) $26,000.00 c). Equity Resources/Fleet (approx) 16,645.45 d). American 17,566.00 e). Eastman Kodak 32,277.00 _________ 92,488.45 Notes to Leases 1. It is our intention to amortize the leases rather than payoff at closing. 2. All accounts shown as a)., b)., c). and d). are leases, while e) is actually an installment loan. ______________28 III. ONEIDA WATER COMPANY a). PennVest 1 $ 193,274.00 b). PennVest II 231,318.00 __________ 424,592.00 Notes to Oneida Debt PennVest I & II loans are not intended to be paid off at closing. These are 20 year state sponsored loans which are amortized and paid off via a surcharge which is applied to customers' utility bills. We have approval of the Pennsylvania Public Utilities Commission as part of our rate base . IV. BRIDGE LOAN J.L. Wolgin 1,450,000.00 Note current expended portion of $2,000,000.00 loan. V. RCP LOAN 461,164.00 VI. KLEPPINGER TRUST 1,789,000.00 VII. EQUIPMENT LOANS a). J.I. Case Credit 42,269.00 b). Auto Loans 7,700.00 c). Associates Capital 14,906.68 _________ 64,875.68 VIII. TRADE ACCOUNTS PAYABLE 3,317,841.00 SUMMARY 1. To Be Paid At Loan Closing First Eastern Bank (all loans) $16,600,000.00 Kleppinger Trust 1,789,000.00 J.L. Wolgin 1,450,000.00 RCP Loans 468,164.00 Trade Accounts Payable 3,317,841.00 _____________ $23,625,005.00 2. To Remain As Payables Per Schedules And Agreements With Vendors a). First Eastern Leasing 417,003.19 b). Other Leases/Installments 92,488.45 c). Equipment Loans 64,875.68 c). PennVest I 193,274.00 d). PennVest II 231,318.00 _____________ $ 998,959.32 ______________29 EXHIBITS ______________30 EXHIBIT #1 EAGLE ROCK SKI RESORT LENGTH AIR WATER LIGHT TRAILS FEET 6"-10" 6"-10" POLES Nestling 1500 1500 (6) 1500 (6) 11 Baldy 700 700 (6) 700 (6) 7 Feather Point 1200 1200 (6) 1200 (6) 11 First Flight 300 1000 (10) 700 (6) 5 Eagle Peak 900 900 (6) 900 (10) 7 Glider 400 400 (6) 400 (6) 1 Claw Run 1100 1100 (6) 1100 (6) 7 Beak Point 2000 2000 (10) 2000 (6) 15 Predator 800 800 (6) 800 (6) 4 Screaming Eagle 800 800 (6) 800 (6) 5 Majestic 1000 1000 (6) 1000 (10) 13 Talons 1900 1900 (6) 1900 (6) 0 Base Area 800 800 (6) 800 (6) 10 Hydrants for water and air are spaced on an average 85 feet apart on the trails. COMPRESSOR BUILDING 60' x 80' steel frame building; built 1978 (estimated). Three (3) compressors and starters 1000 hp 5000 cfm - Ingersol-Rand. Two (2) compressors installed 1988; one (1) compressor installed 1989. Three (3) Inter-cooling units and pump module - 17 million BTUH heat dissipation - ACE. Oven Systems, Inc., New Berlin, Wisconsin. Installed, 1989. Two (2) transformers; two (2) switch gear units, one (1) 480 transformer. Four (4) cooling towers - SnoTech, Inc. BUILDING MODIFICATIONS SKI MAINTENANCE Built in 1989. 4,800 square feet steel frame building. Building-power-water-sewerage-steel frame. Three (3) offices inside plus one (1) large lunchroom. ______________31 LIFTS Wings (Poma-Heron) - 1972 Double Chair- 50 hp-1200' - 200' vertical - 1,200 person capacity. Soaring Heights I (Borvig) - 1979 Double Chair-100 hp motor, 112 chairs - 2,500' length - 55' vertical - 1,200 person capacity. Soaring Heights II (Borvig) - 1989 Double Chair-100 hp motor, 112 chairs - 2,500' length - 550' vertical - 1,200 person capacity. Beginners Tow (O'Connor) - Surface Tow - 15 hp motor - 300'-50"vertical. Manufactured by Poma Heron, Denver, Colorado; Borvig or Conners, Pine Island, NJ; Monson, MA. SNOWMAKING Miscellaneous equipment, (purchased in 1988): - 40 guns-8000' hose-700 air-water hydrants-assorted pipe lengths-sizes-fittings. - Two (2) 200 hp vertical pumps-1000 gpm and starters. - Building and sump intake for pump station. - 6500' of 10" pipe for main feed line of water. - Miscellaneous equipment-tools-three (3) snowmobiles. (leased in 1990): - 10 Omechron sno-guns. GROOMING VEHICLES 1988, 3700 C (LMC)-250hp-tiller-pack bar, purchased in 1989. 1978, 3700 AC (LMC)-maintenance support vehicle-200 hp-tiller, purchased in 1988. 1975, 2100 (LMC)-maintenance support vehicle-130 hp, purchased in 1988. TICKET SALES Building-power-800 square feet. Built in 1988. Three (3) computers and programs for ticket-rental-ski school-RecTech, Vermont. PARKING Seven (7) acres (Top of Mountain). Lights and poles - 23 1000 watts/lighting fixtures. TRAILS 38 acres of trails @ $5,000 per acre construction cost. ______________32 ELECTRICAL Eight (8) bay switchgear for distribution. 12,000 volts, installed 1988. Service at pump station. Parking lot wiring. All wiring and panels to lights, tranformers and services. Miscellaneous transformers for lifts and lights. OPERATIONS, ETC. Office equipment. Two (2) trucks. ______________33 EXHIBIT #2 EAGLE ROCK RESORT Eagle Rock Resort is located six miles South of Hazleton on Pennsylvania Route 924. Pennsylvania Interstate 81 is located only four miles from the entrance. Eagle Rock Resort consists of three (3) separate lodges, one (1) motel and two (2) holding companies. Chez-Rael, Inc. is the holding company for Eagle Rock Lodge and Motel. Trachele, Inc. is the holding company for the Panorama Lodge and Fireside Lodge. EAGLE ROCK MOTEL The Eagle Rock Motel, situated on Walden Drive at Valley of Lakes, south of Eagle Rock Lodge, consists of 24 motel rooms. The usage of these rooms is as follows: 1. Nine (9) executive offices. 2. One (1) storage room. The ten (10) rooms listed above will be converted back to motel rooms at the completion of the Commercial Operations Building on Route 924. 3. One (1) housekeeping office/storage room 4. 13 rentable motel rooms used for the convenience of patrons to Eagle Rock Lodge and Valley of Lakes. All rooms are equipped with telephone service, colored televisions and private bathroom facilities. Twelve of the rooms are on the Eagle Rock Ski Resort's slopes. EAGLE ROCK LODGE Located on Walden Drive at Valley of Lakes, Eagle Rock Lodge is a three-story facility which caters to a fine-dining restaurant with nightly entertainment and banquet facilities. The first floor, used for fine-dining and entertainment, is open for dinner. Dinner is served Tuesday through Saturday from 4 p.m. until 10 p.m. The square footage of the first floor is 7,638, with a seating capacity of 150 patrons. The bar on the first floor can seat 18 patrons. The second floor, Mezzanine Level, is 3,311 square feet with a seating capacity of 50 patrons. There is a bar located in the middle of the floor with a seating capacity of six people. This level is used for over-flow of dining from the ______________34 first floor, small banquets and meetings. There are six (6) administrative offices on the west side of the Mezzanine area. Four (4) of these offices are designated to be small private dining areas and will be used as such when more permanent office space is established. The first and second floors are used during our nightly entertainment. The format of our entertainment at the present time is a piano player during dinner on Friday and Saturday, and live bands perform on Friday and Saturday nights. The variety of music is a combination of Oldies and Top 40 dance music. The third floor of Eagle Rock Lodge is mainly used for banquets and private parties with the exception of Sunday Brunch which is held from 10 a.m. until 3 p.m. The square footage of the third floor is 7,808 with a seating capacity of 350 people. The third floor bar has a seating capacity of 10 patrons. The first and third floors of Eagle Rock Lodge have restroom facilities and coat rooms are located on all three floors. The kitchen is located on the first floor and is 1,152 square feet. PANORAMA LODGE The Panorama Lodge is located approximately 200' northeast of Eagle Rock Lodge. The first floor, (5,040 square feet), is used for ski operations on and off season. The second floor, which also is 5,040 square feet, is used in the following manner: 1. The southwest corner houses the Land Sales and Housing Departments of C.B.G. Limited. Square footage of this space is 884. 2. The remainding 4,156 square feet is used for Food and Beverage operations. a. 432 square feet is kitchen. b. 3,724 square feet is the dining area with a seating capacity of 200 people. The menu format from November 15th until April 1st is strictly a ski cafeteria menu. From April Ist through November 15th, the Lodge is used for banquet functions, meetings and seminars. The outside deck, which is 600 square feet, is located on the southwest corner of the building. The restrooms are located on both floors. ______________35 FIRESIDE BASE LODGE The Fireside Base Lodge is located at the bottom of Walden Drive in Valley of Lakes. This 13,000 square foot building is broken down into two (2) floors and a basement. The basement is 2,034 square feet and is used for Food and Beverage storage. It also houses the hot water heaters and electrical room. The main floor's dining area is 9,360 square feet and has a seating capacity of 400 people. The kitchen, also located on the main floor, is 624 square feet. The second floor, Mezzanine area, has 3,724 square feet of space and a seating capacity of 200 people. Eighteen people can be seated at the bar, which is located in the center of the floor. The outside deck at the Fireside Base Lodge surrounds the north side of the building on the first floor. It is 1,200 square feet in size. The lodge will be used for weddings, banquets, meetings, promotions and special events during the months of April through December. From mid-December until April lst, the lodge is used as a ski cafeteria. ______________36 EXHIBIT #3 VALLEY UTILITIES COMPANY AND ONEIDA WATER COMPANY ONEIDA WATER COMPANY The Oneida Water Company and the Valley Utilities Company, Inc. are the exclusive suppliers of water and sewer services to all residential and commercial customers within the Valley of Lakes and Eagle Rock Resort. The Oneida Water Company is also the exclusive supplier of all residental customer water services to the village of Oneida. VILLAGE OF ONEIDA In 1989, The Oneida Water Company replaced the entire water distribution system within the village of Oneida. A total of 10,531 linear feet of water lines were replaced. Also, water meters were installed at each residence of the 130 customers that are serviced by the Oneida Water Company within the village of Oneida. Additional information will be provided at the end of this report that will describe in more detail the Oneida Well and the storage tank that services the village of Oneida. VALLEY OF LAKES Within the Valley of Lakes, there are presently 188 homes that are occupied and being charged.for water and sewer usage. There are also 29 homes that are now under construction. In addition, both utilities provide commercial services to the Nuremberg Security station, the engineering building, which is presently housing our engineering and construction departments, the Valley Swim and Tennis Club, the Equestrian Center and the Lake Susquehanna bath house. There are 1,931 platted, engineered, approved and recorded lots to date, located within the Valley of Lakes. Excluding the 188 homes that are presently occupied and being charged a users fee for both sewer and water, there are 1,743 residential property owners who are being charged an availability fee for both water and sewer services within the Valley. The Arapahoe West ground breaking has taken place. This is a 260 Townhouse project that will be constructed in phases within the Valley of Lakes. Each of the first seven (7) phases will consist of 30 units with the eighth phase being 50 units. As these units are completed, the owners of each ______________37 -ownhouse will be charged usage rates for both water and sewer services. Single Family Detached Residential Lots 1,622 Townhouse Units 2,470 Midrise Units 1,024 Village of Oneida 130 _____ Total 5,246 PLANT AND DISTRIBUTION SYSTEM Within the Valley of Lakes, there is presently 102,467 linear feet of water lines in service. The Oneida Water Company presently has six (6) water storage tanks with a total capacity of 150,000 gallons of water within the Valley of Lakes. The Janhanna water system consists of one well and two 30,000 gallon water storage tanks and is designated with the number 3 for the well and the number 4 for the two storage tanks. A more detailed description of both the well and storage tanks is provided at the end of this report. The Huron water system consists of one well and one 10,000 gallon water storage tank and is designated with the number 5 for the well and the number 6 for the storage tank. A more detailed description of this well and the existing storage tank will be provided at the end of this report. Presently, there are 7,147 linear feet of water lines servicing Eagle Rock Resort. The first phase of Eagle Rock Estates, which surrounds the golf course, will add an additional 26,885 linear feet of water lines to the existing water system. The second phase of Eagle Rock Estates will. add an additional 35,937 linear feet of water lines to the existing water system. Located within Eagle Rock Resort is Eagle Rock Well. Also located within Eagle Rock Resort are two 30,000 gallon water storage tanks. A more detailed description of both the well and storage tanks will be found at the end of this report. VALLEY UTILITIES COMPANY, INC. Within the Valley of Lakes, there are presently 102,467 linear feet of sewer lines in service. ______________38 The Valley Utility Company's existing DER approved sewerage plant is a CloW manufactured extended aeration plant with teritary treatment and has a 250,000 GPD capacity. DER has granted a permit for an additional 750,000 GPD capacity to the existing facility. The first of 4 phases (250,000 GPD) was completed in June, 1990. Presently, there are 10,346 linear feet of sewer lines servicing Eagle Rock Estates. The first phase of Eagle Rock Estates, which surrounds the golf course, will add an additional 37,525 linear feet of sewer lines to the existing system. The second phase of Eagle Rock Estates will add an additional 50,425 linear feet of sewer lines to the existing system. Presently, there are four (4) sewerage lift stations within the Valley of Lakes and an additional three proposed. There are 10,346 linear feet of sewer l,ines servicing Eagle Rock Resort. FUTURE EXPANSION The Oneida Water Company and Valley Utilities Company, Inc. presently provide water and sewerage treatment services to Eagle Rock Lodge, Eagle Rock Motel and Office Complex, (24 units), Fireside Base Lodge, Panorama Mountain View Lodge, the Ski Maintenance Building and six temporary office trailers. In addition, both utilities will be expected to provide services to the 33,000 square foot Commercial Operations Building which is presently under construction. Future construction plans within Eagle Rock Resort and Eagle Rock Estates include: 1. An 18 hole par 72 golf course which was designed by Arnold Palmer is now under construction. Surrounding the first 9 holes are 326 residential building lots. Construction of the remaining 9 holes will commence upon completion of the first 9 holes. A comparable number of residential building lots will surround the second phase of construction. Two (2) additional 18-hole championship golf courses are planned, one by Lee Trevino and one by Jack Nichlaus. Each will have lots and living units platted around them. ______________39 2. A 150 room motel complex. 3. An ultra-modern Country Club that will accommodate members of the Golf and Tennis Club of Eagle Rock Estates. 4. A 500 room hotel/convention center. This project is presently being planned. 5. As the need becomes evident, luxury time-sharing units are planned to come on steam. ______________40 ONEIDA WELL AND WATER STORAGE TANK TYPE: Artesian Well DEPTH: 714 Feet PUMP DEPTH: 6 Feet TOTAL LIFT: 158 Feet G.P.M.: 115 PUMP: Gould Submersible HORSEPOWER: 10 R.P.M. 3450 VOLTS: 230 FLOW METER: Rockwell 3" W-350 Turbo DISINFECTION TYPE: Chlorination CHEMICAL USED: Sodium Hypochloride 12% PUMP: Chemical Feed - Pennwalt, Wallace & Tierran #45-010 STORAGE TANK NO. UNIT: 1 MANUFACTURER: Highland Tank & Manufacturing Company TYPE: Steel DIMENSIONS: 10' x 35' CAPACITY: 20,000 Gallons ELEVATION: 1750 Feet - Top of Foundation CONTROLS TYPE: B/W Controls - Series 52 Control Relay PART NO.: 52-1201 High Sensitivity CATALOG NO.: 5200-HF2 Direct Wire to Well ______________41 JANHANNA WELL AND WATER STORAGE TANKS TYPE: Deep Well DEPTH: 500 Feet PUMP DEPTH: 200 Feet TOTAL LIFT: 330 Feet G.P.M. 37 PUMP: Berkeley Submersible HORSEPOWER: 7.5 R.P.M. 3450 PHASE : 1 VOLTS: 230 FLOW METER: Rockwell 2" W-160 Turbo DISINFECTION TYPE: Chlorination CHEMICAL USED: Sodium Hupochloride 12% PUMP: Chemical Feed - Pennwalt, Wallace & Tierran #45-010 STORAGE TANK NO. UNITS : 2 MANUFACTURER: Highland Tank and Manufacturing Company TYPE: Steel DIMENSIONS: 12' x 35' CAPACITY: 30,000 Gallons TOTAL CAPACITY: 60,000 Gallons ELEVATION: 1452 Feet - Top of Foundation CONTROLS TYPE: B/W controls - Series 52 Control Relay PART NO.: 52-1201 High Sensitivity CATALOG NO.: 5200-HFI Direct Wire to Well ______________42 HURON WELL AND WATER STORAGE TANK TYPE: Deep Well DEPTH: 220 Feet PUMP DEPTH: 180 Feet TOTAL LIFT- 291 Feet G.P.M.: 47 PUMP: Gould Submersible HORSEPOWER: 5 R.P.M. 3450 VOLTS: 230 FLOW METER: Rockwell 2" W-160 Turbo DISINFECTION TYPE: Chlorination CHEMICAL USED: Sodium Hypochloride 12% PUMP: Chemical Feed - Pennwalt, Wallace & Tierran #45-010 STORAGE TANK NO. UNIT: 1 MANUFACTURER: Highland Tank and Manufacturing Company TYPE: Fiberglass DIMENSIONS: 8' x 20' CAPACITY: 10,000 Gallons ELEVATION: 1295 Feet - Top of Foundation CONTROLS TYPE: B/W Controls - Series 52 Control Relay PART NO.: 52-1201 High Sensitivity CATALOG NO.: 5200-HFI Direct Wire to Well ______________43 EAGLE ROCK WELL AND WATER STORAGE TANK TYPE: Deep Well DEPTH: 605 Feet PUMP DEPTH: 410 Feet TOTAL LIFT: 517 Feet G. P M.: 37 PUMP: Grundfos submersible HORSEPOWER: 7.5 R.P.M. 3450 PHASE : 1 VOLTS: 230 FLOW METER: Rockwell 2" W-160 Turbo DISINFECTION TYPE: Chlorination CHEMICAL USED: Sodium Hypochloride 12% PUMP: Chemical Feed - Pennwalt, Wallace & Tierran #45-010 STORAGE TANK NO. UNITS: 2 MANUFACTURER: Highland Tank and Manufacturing Company TYPE: Steel DIMENSIONS: 12' x 35' CAPACITY: 30,000 Gallons TOTAL CAPACITY: 60,000 Gallons ELEVATION: 1810 Feet - Top of Foundation CONTROLS TYPE: B/W Controls - Series 52 Control Relay PART NO.: 52-1201 High Sensitivity CATALOG NO.: 5200-HF2 WIRELESS TRANSMITTER TO WELL TYPE: Linear 4 Channel Digital Transmitter - MR-164T Linear 4 Channel Digital Receiver - MR - 164R FILTERATION TYPE: Iron and Manganese Removal FILTER: Rainsoft F.F. MG-30 - Manganese Green Sand NO. OF UNITS: 2 CHEMICAL USED: Potassium Permanganate CAPACITY PER UNIT: 50 Gallons Per Minute ______________44 EXHIBIT #4 VALLEY MAINTENANCE COMPANY AND VALLEY CONSTRUCTION COMPANY The Valley Maintenance and Construction Companies' needs are drawn from a pool of the following employees and vehicles: Surveyors and Rodmen 2 Carpenters 1 Electricians 1 Equipment Operators 2 Maintenance Personnel 3 Mechanics 1 Office Personnel 1 1971 - Case 580 Backhoe 1985 - Case 680 Backhoe 1976 - 450 John Deere Loader 1971 - P & H Backhoe 1986 - 602 BP CSE Roller 1950 - Ford Tractor 1986 - Simplicity Mower 1986 - 3/4 Ton 4WD Chevrolet 1948 - Mack Fuel Truck 1978 - 3/4 Ton 4WD GMC 1978 - 3/4 Ton 2WD Ford 1978 - Chevrolet Dump Truck 1977 - Pontiac Station Wagon 1974 - 1 Ton 4WD International 1986 - Ford Pickup Truck 1973 - TKJ AM General Van 1987 - Chevrolet Van 1982 - 1/2 Ton 4WD Ford 1981 - International Dump 1950 - FWD Firetruck ______________45 APPENDICES Advisors: General and Environmental Counsel Mattioni, Mattioni & Mattioni, Ltd. 399 Market Street Philadelphia, PA 19106 Registration Counsel Robert Chasnow Dow, Lohres and Albertson 1401 Eleventh Street, N.W. Washington, DC 20036 Utilities Counsel Thomas Brogan Malatesta, Hawk & McKeon 100 North Tenth Street Harrisburg, PA 17105 Banking First Eastern Bank, N.A. Public Sqare Wilkes-Barre, PA 18768 Appraisal: Booth Appraisal & Realty Company, Inc. January 28, 1992 Prepared by: Donald J. Booth Bonds: Arapahoe West Infrastructure. International Fidelity Insurance Company, Eagle Rock Estates Infrastructure. Homestead Insurance Company. Sewer Plant Expansion. United States Fidelity and Guarantee. Eagle Rock Ski Area Business Plan. Prepared by Ski Country Advisors, June 1, 1990. Financial Statements: Edward L. Silver & Company. Prepared by E. L. Silver, C.P.A. ______________46
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