<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 16, 1995
-------------------------------
FIRST CAPITAL INCOME PROPERTIES, LTD. - VIII
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-12537 59-2192277
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 North Riverside Plaza, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 207-0020
-----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
This document consists of 41 pages.
The Exhibit Index is located on page 3.
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ITEM 2. DISPOSITION OF ASSETS
- ------- ---------------------
First Capital Income Properties, Ltd - Series VIII (the "Registrant") sold its
interest in the real property commonly known as Tuckerstone Commons / Rooker
Royal I & II Warehouses, located in Atlanta, Georgia (the "Property").
The closing of this transaction occurred on June 16, 1995. The Property was sold
pursuant to arm's-length negotiations. The sale price was $5,300,000. The
Registrant received sale proceeds of approximately $5,051,100, which was net of
closing prorations and selling expenses.
Page 2
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ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ------- --------------------------------------------
(page 5) Pro Forma Financial Information
Exhibits
2.1 (page 10) Real Estate Sale Agreement dated March 22, 1995 for
4660 & 4662 North Royal Atlanta Drive; 2484, 2486, 2496 & 2498
Tucker Stone Parkway; 2530 & 2540 Mountain Industrial Blvd.;
Tucker, Georgia.
2.2 (page 30) Real Estate Sale Agreement, dated March 22, 1995, for
TuckerStone Land and Buildings, DeKalb County, Georgia.
2.3 (page 31) Real Estate Sale Agreement, dated March 22, 1995, for
Land and Buildings in Land Lot 224, 18th District, DeKalb County,
Georgia, as previously amended by letter agreement.
2.4 (page 33) Closing Statement; Tuckerstone Commons; Tucker,
Georgia.
No information is required under Items 1, 3, 4, 5, 6 and 8; therefore, those
Items have been omitted.
Page 3
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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 hereunto duly authorized.
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
By: FIRST CAPITAL FINANCIAL CORPORATION
As Managing General Partner
June 30, 1995 By: /s/ NORMAN M. FIELD
- ------------- ----------------------------------------
(Date) NORMAN M. FIELD
Vice President - Finance and Treasurer
Page 4
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sale of the Property had occurred on March 31, 1995. The accompanying unaudited
Pro Forma Statement of Income and Expenses for the quarter ended March 31, 1995
has been presented as if the sale of the Property had occurred on December 31,
1994. The Pro Forma Statement of Income and Expenses for the quarter ended March
31, 1995 also reflects adjustments for the maturity of an investment in a
mortgage loan receivable which was included in the Registrant's Statement of
Income and Expenses for the quarter ended March 31, 1995. The accompanying
unaudited Pro Forma Statement of Income and Expenses for the year ended December
31, 1994 has been presented as if the sale of the Property had occurred on
December 31, 1993. The Pro Forma Statement of Income and Expenses for the year
ended December 31, 1994 also reflects adjustments for properties previously sold
or disposed of and for the maturity of the investment in the mortgage loan
receivable which were included in the Registrant's Statement of Income and
Expenses for the year ended December 31, 1994. In the opinion of the Managing
General Partner, all adjustments necessary to reflect the sale of the Property,
the properties previously sold and the maturity of the mortgage loan receivable
have been made. The unaudited pro forma financial statements are not necessarily
indicative of what the actual financial position and results of operations would
have been had such transactions actually occurred as of December 31, 1993, 1994
and March 31, 1995, nor do they purport to represent the results of operations
of the Registrant for future periods.
Page 5
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
ASSETS
<TABLE>
<CAPTION>
Pro Forma
March 31, Pro Forma Balance
1995 Adjustments Sheet
------------ ------------- ------------
<S> <C> <C> <C>
Investment in commercial rental properties:
Land $ 7,260,400 $ (773,700) $ 6,486,700
Buildings and improvements 36,207,400 (5,338,800) 30,868,600
------------ ----------- ------------
43,467,800 (6,112,500) 37,355,300
Accumulated depreciation and amortization (12,228,400) 1,787,300 (10,441,100)
------------ ----------- ------------
Total investment properties, net of
accumulated depreciation and amortization 31,239,400 (4,325,200) 26,914,200
Cash and cash equivalents 9,680,500 5,085,900 14,766,400
Rents receivable 333,000 (62,400) 270,600
Other assets 19,200 500 19,700
------------ ----------- ------------
$ 41,272,100 $ 698,800 $ 41,970,900
============ =========== ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 329,700 $ (27,800) $ 301,900
Due to Affiliates 165,600 (52,300) 113,300
Security deposits 114,600 (47,400) 67,200
Distributions payable 889,000 889,000
Other liabilities 26,800 (2,200) 24,600
------------ ----------- ------------
1,525,700 (129,700) 1,396,000
------------ ----------- ------------
Partners' capital:
General Partners 178,000 82,900 260,900
Limited Partners (70,000 Units
authorized, issued and outstanding) 39,568,400 745,600 40,314,000
------------ ----------- ------------
39,746,400 828,500 40,574,900
------------ ----------- ------------
$ 41,272,100 $ 698,800 $ 41,970,900
============ =========== ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 6
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
Statement of
Income and Pro Forma Pro Forma
Expenses for Adjustments Adjustments
the Quarter For Matured For Pro Forma
Ended Mortgage Currently Statement of
March 31, Loan Sold Income and
1995 Receivable Property Expenses
------------ ----------- ----------- ------------
<S> <C> <C> <C> <C>
Income:
Rental $1,378,400 $ 20,000 $(200,200) $1,198,200
Interest on short-term investments 124,300 (800) 123,500
Interest on mortgage loan receivable 16,300 (16,300) 0
---------- -------- --------- ----------
1,519,000 3,700 (201,000) 1,321,700
---------- -------- --------- ----------
Expenses:
Depreciation and amortization 377,400 (51,800) 325,600
Real estate taxes 137,500 (15,600) 121,900
Insurance - Affiliate 19,700 (4,500) 15,200
Repairs and maintenance 124,200 (18,300) 105,900
Property operating:
Affiliates 88,000 (400) (5,600) 82,000
Nonaffiliates 180,800 (28,100) 152,700
General and administrative:
Affiliates 11,800 11,800
Nonaffiliates 40,700 40,700
---------- -------- --------- ----------
980,100 (400) (123,900) 855,800
---------- -------- --------- ----------
Net income $ 538,900 $ 4,100 $ (77,100) $ 465,900
========== ======== ========= ==========
Net income allocated to General Partners $ 88,900 $ 0 $ 0 $ 88,900
========== ======== ========= ==========
Net income allocated to Limited Partners $ 450,000 $ 4,100 $ (77,100) $ 377,000
========== ======== ========= ==========
Net income allocated to Limited
Partners per Unit (70,000 Units
authorized, issued and outstanding) $ 6.43 $ 0.06 $ (1.10) $ 5.39
========== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 7
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
Pro Forma
Adjustments
For
Previously
Statement of Sold or
Income and Disposed of Pro Forma
Expenses for Properties Adjustments
the Year and Matured For Pro Forma
Ended Mortgage Currently Statement of
December 31, Loan Sold Income and
1994 Receivable Property Expenses
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Income:
Rental $ 6,232,700 $ (1,005,400) $ (645,900) $ 4,581,400
Interest on short-term investments 599,000 (800) (600) 597,600
Interest on mortgage loan receivable 116,500 (116,500) 0
----------- ------------ ---------- -----------
6,948,200 (1,122,700) (646,500) 5,179,000
----------- ------------ ---------- -----------
Expenses:
Interest 969,000 (453,400) 515,600
Depreciation and amortization 1,461,500 (217,700) (169,400) 1,074,400
Real estate taxes and insurance 645,400 (85,800) 559,600
Repairs and maintenance 535,500 (53,200) 482,300
Property operating 987,000 (14,800) (99,700) 872,500
General and administrative 198,000 (300) 197,700
----------- ------------ ---------- -----------
4,796,400 (686,200) (408,100) 3,702,100
----------- ------------ ---------- -----------
Income before gain on sale of
property and extraordinary (loss)
on early extinguishment of debt 2,151,800 (436,500) (238,400) 1,476,900
Gain on sale of property 18,929,600 (18,929,600) 0
----------- ------------ ---------- -----------
Net income before extraordinary (loss)
on early extinguishment of debt 21,081,400 (19,366,100) (238,400) 1,476,900
Extraordinary (loss) on early
extinguishment of debt (1,124,300) 914,300 (210,000)
----------- ------------ ---------- -----------
Net income $19,957,100 $(18,451,800) $ (238,400) $ 1,266,900
=========== ============ ========== ===========
Net income allocated to General Partners $ 533,700 $ (224,700) $ 0 $ 309,000
=========== ============ ========== ===========
Net income allocated to Limited Partners $19,423,400 $(18,227,100) $ (238,400) $ 957,900
=========== ============ ========== ===========
Net income before extraordinary (loss) on
early extinguishment of debt allocated to
Limited Partners per Unit (70,000 Units
authorized, issued and outstanding) $ 293.35 $ (273.29) $ (3.41) $ 16.65
=========== ============ ========== ===========
Net income allocated to Limited
Partners per Unit (70,000 Units
authorized, issued and outstanding) $ 277.48 $ (260.39) $ (3.41) $ 13.68
=========== ============ ========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
Page 8
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FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
Notes to Pro Forma Balance Sheet and
Pro Forma Statements of Income and Expenses
1) For the purpose of the Pro Forma Balance Sheet, the accounts for land,
buildings and improvements, accumulated depreciation and amortization, rents
receivable, other assets, accounts payable and accrued expenses, security
deposits and other liabilities as well as a portion of the amounts due to
Affiliates ($13,000) have been adjusted as of March 31, 1995 to reflect the
Registrant's share of the sale of the Property.
2) A portion of the amounts due to Affiliates ($39,300) has been adjusted as of
March 31, 1995 to reflect the maturity of a mortgage loan receivable, which
occurred on February 24, 1995, and for properties previously sold by the
Registrant.
3) Cash and cash equivalents has been adjusted to include the net cash received
by the Registrant from the purchaser of the Property.
4) For the purpose of the Pro Forma Statement of Income and Expenses for the
quarter ended March 31, 1995, the adjustments to the income and expenses
reflect the Registrant's share of operations of the Property and the
maturity of the mortgage loan receivable.
5) For the purpose of the Pro Forma Statement of Income and Expenses for the
year ended December 31, 1994, the adjustments to the income, expenses and
gain on sale of property reflect the Registrant's share of operations of the
Property, any properties previously sold or disposed of by the Registrant
and the maturity of the mortgage loan receivable.
6) Extraordinary (loss) on early extinguishment of debt has been adjusted to
reflect the Registrant's share of a prepayment penalty incurred in
connection with sale of a property previously sold by the Registrant.
Page 9
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4660 & 4662 NORTH ROYAL ATLANTA DRIVE
2484, 2486, 2496 & 2498 TUCKER STONE PARKWAY
2530 & 2540 MOUNTAIN INDUSTRIAL BLVD.
TUCKER, GEORGIA
REAL ESTATE SALE AGREEMENT
--------------------------
THIS REAL ESTATE SALE AGREEMENT (this "Agreement") is made as of the
22nd day of March __, 1995, by and between First Capital Income Properties,
Ltd. -Series VIII ("Seller"), a Florida limited partnership with an office at
Two North Riverside Plaza, Chicago, Illinois 60606, and D&B No. 3 ("Purchaser"),
a partnership, with an office at c/o Monarch Realty, Inc., 1934 North Druid
Hills Rd., N.E., Atlanta, Georgia 30319.
RECITALS
--------
A. Seller is the owner of certain parcels of real estate (collectively,
the "Real Property") in the City of Tucker, County of DeKalb, State of Georgia,
which parcels are more particularly described in attached Exhibit A, and upon
which are located certain warehouse and office buildings.
B. Seller desires to sell to Purchaser, and Purchaser desires to purchase
from Seller, the Property (as such term is hereinafter defined), each in
accordance with and subject to the terms and conditions set forth in this
Agreement.
THEREFORE, in consideration of the above Recitals, the mutual covenants and
agreements herein set forth and the benefits to be derived therefrom, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller agree as follows:
1. PURCHASE AND SALE
-----------------
Subject to and in accordance with the terms and conditions set forth in
this Agreement, Purchaser shall purchase from Seller and Seller shall sell to
Purchaser the Real Property, together with: (i) all buildings and improvements
owned by Seller and any and all of Seller's rights, easements, licenses and
privileges presently thereon or appertaining thereto (each a "Building" and
collectively the "Buildings"); (ii) Seller's right, title and interest in and to
the leases (the "Leases") affecting the Property or any part thereof; (iii) all
furniture, furnishings, fixtures, equipment, maintenance vehicles, tools and
other tangible personalty owned by Seller, located on the Property and used in
connection therewith; (iv) all right, title and interest of Seller under any and
all of the maintenance, service, advertising and other like contracts and
agreements with respect to the ownership and operation of the Property (the
"Service Contracts"); and (v) all right, title and interest of Seller in all
intangible personal property, contract and other rights accruing from and after
the Closing Date (as hereinafter defined), trade names, warranties used or
useful in connection with the Property and to the extent assignable without the
consent or approval of any other party, including, but not limited to: the
trade name or property name, and any similar or derivative name, and the
goodwill associated with said name; bonds, warranties and guaranties, express or
implied, issued in connection with or arising out of the construction, repair or
maintenance of the improvements on the Property; governmental licenses and
permits relating to the Property; appraisals, engineering reports and
architectural, mechanical, electrical, plumbing, site and other plans and
specifications used in connection with the construction of the improvements
located on the Property, or describing or depicting them in whole or in part;
all to the extent applicable to the period from and after the Closing (as such
term is hereinafter defined); (items (i) through (v) above, together with the
Real Property, are collectively referred to in this Agreement as the
"Property"). All of the foregoing expressly excludes all property owned by
tenants or other users or occupants of the Property.
1
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2. PURCHASE PRICE
--------------
The purchase price to be paid by Purchaser to Seller for the Property is
Five Million Three Hundred Thousand Dollars ($5,300,000) (the "Purchase Price").
The Purchase Price shall be paid as follows:
A. Earnest Money.
-------------
(i) Upon execution of this Agreement by Purchaser, Purchaser shall deliver
to the Atlanta Office of Chicago Title Insurance Company ("Escrowee") initial
earnest money (the "Initial Earnest Money") in the sum of Fifty Thousand Dollars
($50,000). If this Agreement has not been terminated pursuant to and in
accordance with Section 8 below, Purchaser shall, on or before the expiration of
the Review Period (as defined in Section 8 below) or the Extended Review Period
(as defined in Section 8 below), as the case may be, deposit with the Escrowee
additional earnest money (the "Additional Earnest Money") in the sum of One
Hundred Fifty Thousand Dollars ($150,000). The Initial Earnest Money and, if
deposited or required to be deposited with the Escrowee, the Additional Earnest
Money, together with any interest earned thereon net of investment costs, are
referred to in this Agreement as the "Earnest Money". The Earnest Money shall
be invested as Seller and Purchaser so direct. Any and all interest earned on
the Earnest Money shall be reported to Purchaser's federal tax identification
number.
(ii) If the transaction closes in accordance with the terms of this
Agreement, at Closing, the Earnest Money shall be delivered by Escrowee to
Seller as part payment of the Purchase Price, or at Purchaser's option returned
to Purchaser without credit to the Purchase Price. If the transaction fails to
close due to a default on the part of Purchaser, the Earnest Money shall be
delivered by Escrowee to Seller, such delivery to be without prejudice to the
other rights and remedies of Seller due to such a default as provided in this
Agreement or at law or in equity conferred. If the transaction fails to close
due to a default on the part of Seller, the Earnest Money shall be delivered by
Escrowee to Purchaser, and Purchaser shall have the remedy provided for in
Section 7(A) below.
B. Cash at Closing. At Closing, Purchaser shall pay to Seller, by wire
transferred current federal funds, an amount equal to the Purchase Price, minus
the sum of any Earnest Money which Seller receives at Closing from the Escrowee,
and plus or minus, as the case may require, the closing prorations and
adjustments to be made pursuant to Section 4(C) below.
3. EVIDENCE OF TITLE
-----------------
Seller shall, within ten (10) days after the date of this Agreement,
deliver to Purchaser a current (that is, effective after the date of this
Agreement) commitment for an ALTA Owner's Title Insurance Policy (the "Title
Commitment"), in the amount of the Purchase Price, issued by Chicago Title
Insurance Company (the "Title Insurer"). At Closing, Seller shall deliver to
Purchaser a later-dated commitment in the amount of the Purchase Price
reflecting the conveyance of the Property to Purchaser, subject only to those
exceptions which are more fully described on attached Exhibit B and exceptions
which become Permitted Exceptions pursuant to this Section 3 (collectively, the
"Permitted Exceptions"). If the Title Commitment discloses exceptions other
than those Permitted Exceptions which are noted on attached Exhibit B, then
Purchaser shall have until the expiration of the Review Period within which to
notify Seller of any such exceptions to which it objects. If any such
exceptions arise between the date of the Title Commitment and the Closing,
Purchaser shall have five (5) days after its receipt of notice of same within
which to notify Seller of any such exception to which it objects. Any such
exceptions not objected to by Purchaser as aforesaid shall become Permitted
Exceptions. If Purchaser objects to any such exceptions, Seller shall have
until Closing (but in any event at least fifteen [15] days after it receives
notice of Purchaser's objection(s)) to remove such exceptions by waiver or
endorsement by the Title Insurer. If Seller fails to remove any such exceptions
as aforesaid, Purchaser may, as its sole and exclusive remedy, terminate this
Agreement and obtain a return of the Earnest Money. If Purchaser does not elect
to terminate
2
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this Agreement, Purchaser shall consummate the Closing and accept title to the
Property subject to all such exceptions (in which event, all such exceptions
shall be deemed "Permitted Exceptions").
4. CLOSING
-------
A. Closing Date. The "Closing" of the transaction contemplated by this
Agreement (that is, the payment of the Purchase Price, the transfer of title to
the Property, and the satisfaction of all other terms and conditions of this
Agreement) shall occur at 9:00 a.m. on the thirtieth (30th) day following the
expiration of the Review Period or the Extended Review Period, as the case may
be, at the Atlanta office of the Title Insurer, or at such other time and place
in Atlanta as Purchaser shall specify in writing. The "Closing Date" shall be
the date of Closing. If the date for Closing above provided for falls on a
Saturday, Sunday or legal holiday, then the Closing Date shall be the next
business day.
B. Closing Documents.
-----------------
(i) Seller. At Closing, Seller shall deliver to Purchaser the
following:
(a) a "Limited" or "Special" Warranty Deed, subject to
Permitted Exceptions, and in form acceptable to the Title Insurer;
(b) a "special" or "limited" warranty bill of sale
sufficient to transfer to Purchaser title to the tangible and
intangible personal property and expressly disclaiming any warranties
other than as to title as aforesaid;
(c) a letter advising tenants under the Leases of the change
in ownership of the Property;
(d) an assignment of the Leases and Service Contracts;
(e) an affidavit stating, under penalty of perjury, Seller's
U.S. taxpayer identification number and that Seller is not a foreign
person within the meaning of Section 1445 of the Internal Revenue
Code;
(f) a closing statement to be executed by Seller and
Purchaser, setting forth the prorations and adjustments to the
Purchase Price as required by Section 4(C) below;
(g) other affidavits, certificates or documents to show that
Seller is a duly organized limited partnership, existing and qualified
to transact business in the State of Georgia, and that the parties
executing documents on behalf of Seller are authorized to do so and to
bind Seller; and
(h) if Purchaser so requests, separate closing documents may
be executed and delivered for each separate Building (and appurtenant
land and other related property), or the Buildings and appurtenant
property may be grouped as Purchaser specifies and closing documents
delivered for each group. Purchaser will be responsible for any
additional cost associated with multiple document preparation or
grouping of Buildings.
(ii) Purchaser. Purchaser shall deliver or cause to be delivered to
Seller at Closing:
(a) the funds required pursuant to Section 2(B) above; and
(b) an assumption agreement whereby Purchaser assumes all
liabilities and agrees to perform all obligations of Seller under the
Leases and
3
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Service Contracts including, without limitation, leasing commissions
which become due upon and after the Closing under or in connection
with the Leases.
C. Closing Prorations and Adjustments.
----------------------------------
(i) The following items are to be prorated or adjusted (as
appropriate) as of the close of business on the Closing Date, it being
understood that for purposes of prorations and adjustments, Seller shall be
deemed the owner of the Property on such day and Purchaser shall be deemed the
owner of the Property as of the day after the Closing Date:
(a) real estate and personal property taxes and assessments
(on the basis of the most recent ascertainable tax bill if the current
bill is not then available, but subject to reproration upon issuance
of the actual bill therefor to effectuate the actual proration);
(b) the "minimum" or "base" rent payable by tenants under
the Leases and monthly tenant reimbursements; provided, however that
rent and all other sums which are due and payable to Seller by any
tenant but uncollected as of the Closing shall not be adjusted, but
Purchaser shall cause the rent and other sums for the period prior to
Closing to be remitted to Seller if, as and when collected. At
Closing, Seller shall deliver to Purchaser a schedule of all such past
due but uncollected rent and other sums owed by tenants. Purchaser
shall include the amount of such rent and other sums in the first
bills thereafter submitted to the tenants in question after the
Closing, and shall continue to do so for six (6) months thereafter.
Purchaser shall promptly remit to Seller any such rent or other sums
paid by scheduled tenants, but only if a deficiency in the then
current rent is not thereby created. To the extent not set forth on
said schedule, tenant reimbursement of real estate taxes payable,
common area maintenance, utility charges, water and sewer charges,
insurance and assessments and all other charges to or contributions by
tenants under the Leases shall be handled as follows: if Purchaser
receives any tenant reimbursement after Closing which covers a period
prior to Closing, Purchaser shall promptly deliver Seller's pro rata
share to Purchaser, prorated as of the Closing Date; and if Seller
receives or has received tenant reimbursements or payments which
pertain to a period subsequent to Closing, Seller shall deliver
Purchaser's pro rata share of the reimbursement to Purchaser;
(c) with respect to tenant improvement costs or leasing
commissions relating to New Leases (as hereinafter defined) executed
after the date hereof, Seller and Purchaser agree that such costs and
commissions shall be prorated over the remaining term of any such New
Lease with Seller being responsible for a portion of such costs and
commissions based on the ratio of base rent payments received by or
payable to Seller through the Closing Date to the total base rent
payable over the term of the particular Lease;
(d) water, electric, telephone and all other utility and
fuel charges, fuel on hand (at cost plus sales tax), and any deposits
with utility companies (to the extent possible, utility prorations
will be handled by meter readings on the day immediately preceding the
Closing Date);
(e) amounts due and prepayments under the Service Contracts;
(f) assignable license and permit fees; and
(g) other similar items of income and expenses of operation.
(ii) Notwithstanding the foregoing, Seller shall in all events be
entitled to retain amounts paid by tenants for real estate taxes and assessments
and common area expenses as of the Closing to the extent not in excess of such
taxes and expenses paid by
4
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Seller for the period prior to the Closing Date. Further, for purposes of this
Section 4(C), the amount of any expense credited by one party to the other shall
be deemed an expense paid by that party.
(iii) The amount of security deposits paid under the Leases and held
by Seller at Closing shall be credited to Purchaser.
D. Transaction Costs.
-----------------
At Closing, but not otherwise, Seller shall pay the brokerage
commission described in Section 6 below, the State of Georgia real estate
conveyance tax, if any, a recording fee for the deed and any documentary stamp
tax imposed thereon by governmental authorities, the premium for the later-dated
commitment described in Section 3, above, and the cost to remove by waiver or
endorsement any exception to title which Seller elects to remove prior to
Closing pursuant to Section 3, above. Unless otherwise agreed prior to Closing,
Purchaser shall pay all other Closing or transaction costs incurred by
Purchaser, including, without limitation, the costs of any inspections of the
Property, the costs of any lenders' fees or appraisals and the cost of any
special endorsements, waivers or other title insurance costs or fees. Seller
and Purchaser shall be responsible for the fees of their respective attorneys
and other costs incurred by such party or imposed on it.
E. Possession.
----------
Upon Closing, Seller shall deliver to Purchaser possession of the
Property, subject to such matters as are permitted by or pursuant to this
Agreement.
5. CASUALTY LOSS AND CONDEMNATION
------------------------------
A. If, prior to Closing, the Property or any part thereof shall be
condemned (or the subject of a proposed or pending condemnation proceeding), or
destroyed or damaged by fire or other casualty, Seller shall promptly so notify
Purchaser.
B. In the event the cost to repair such damage is reasonably estimated by
Seller to be less than $250,000 in the aggregate, or if the condemnation
proceeds are reasonably estimated by Seller to be less than $250,000 in the
aggregate, then Seller shall have the option either to terminate this Agreement
or to consummate the transaction contemplated by this Agreement notwithstanding
such condemnation, destruction or damage. If Seller elects to consummate the
transaction contemplated by this Agreement, Purchaser shall be entitled to
receive the condemnation proceeds or settle the loss under all policies of
insurance applicable to the destruction or damage and receive the proceeds of
insurance applicable thereto, and Seller shall, at Closing, execute and deliver
to Purchaser all customary proofs of loss, assignments of claims and other
similar items. If Seller elects to terminate this Agreement, the Earnest Money
shall be returned to Purchaser by the Escrowee, in which event this Agreement
shall, without further action of the parties, become null and void and neither
party shall have any further rights or obligations under this Agreement.
C. In the event the cost to repair such damage is reasonably estimated by
Seller to be greater than $250,000 in the aggregate, or if the condemnation
proceeds are reasonably estimated by Seller to be greater than $250,000 in the
aggregate, then Purchaser and Seller shall each have the option to terminate
this Agreement by written notice delivered to the other within fifteen (15) days
following Seller's delivery of notice of such event to Purchaser. If neither
party elects to so terminate this Agreement, Purchaser shall be entitled to
receive the condemnation proceeds or settle the loss under all policies of
insurance applicable to the destruction or damage and receive the proceeds of
insurance applicable thereto, less, however, any amounts spent by Seller to
repair such damage prior to Closing, which amounts Seller shall be entitled to
recover from its insurer, and Seller shall, at Closing, execute and deliver to
Purchaser all customary proofs of loss, assignments of claims and other similar
items in connection therewith. If either party elects to terminate this
Agreement pursuant to this
5
<PAGE>
paragraph, the Earnest Money shall be returned to Purchaser by the Escrowee, in
which event this Agreement shall, without further action of the parties, become
null and void and neither party shall have any further rights or obligations
under this Agreement.
6. BROKERAGE
---------
Seller agrees to pay upon Closing (but not otherwise) a brokerage
commission of two percent (2%) due to King Industrial Realty, Inc. for services
rendered in connection with the sale and purchase of the Property. Seller and
Purchaser shall each indemnify and hold the other harmless from and against any
and all claims of all other brokers and finders claiming by, through or under
the indemnifying party and in any way related to the sale and purchase of the
Property, this Agreement or otherwise, including, without limitation, attorneys'
fees and expenses incurred by the indemnified party in connection with such
claim.
7. DEFAULT AND REMEDIES
--------------------
A. Notwithstanding anything to the contrary contained in this
Agreement, if Seller fails to perform in accordance with the terms of this
Agreement, then, as Purchaser's sole and exclusive remedy hereunder and at
Purchaser's option, either (i) the Earnest Money shall be returned to
Purchaser, in which event this Agreement shall be null and void, and neither
party shall have any rights or obligations under this Agreement except as set
forth in Section 9(G) below, or (ii) upon notice to Seller not less than thirty
(30) days after Purchaser becomes aware of which failure, and provided an action
is filed within ninety (90) days thereafter, Purchaser may seek performance of
this Agreement, but not damages. Purchaser's failure to seek specific
performance as aforesaid shall constitute its election to proceed under clause
(i) above.
B. If Purchaser fails to perform in accordance with the terms of
this Agreement, the Earnest Money shall be delivered to Seller as full
liquidated damages for Purchaser's breach of this Agreement by failure to close
when obligated to do so. The parties agree that Seller's damages would be
difficult or impossible to determine if Purchaser should breach, and the parties
have agreed that the Earnest Money constitutes a reasonable estimate of Seller's
damages in the event Purchaser should breach this Agreement. Receipt of the
Earnest Money shall be Seller's sole right or remedy in the event Purchaser
fails to close when obligated to close.
C. After Closing, Seller and Purchaser shall, subject to the terms
and conditions of this Agreement, have such rights and remedies as are available
at law or in equity, except that neither Seller nor Purchaser shall be entitled
to recover from the other consequential or special damages.
8. CONDITION PRECEDENT
-------------------
A. Within ten (10) days of the full execution of this Agreement,
Seller shall deliver or make available to Purchaser at a business office in the
Atlanta metropolitan area the following items:
(i) a rent roll or tenant schedule giving the principal terms
of the leases in reasonable detail, and copies of all leases, amendments,
modifications and supplements thereto;
(ii) 1993 and 1994 operating statements for the Property;
(iii) any warranties, guaranties, service contracts or licenses
relating to the Property in Seller's possession;
(iv) any report, environmental review or inspection report
relating to the physical condition of the Property or the improvements thereon
and the existence or non-existence of hazardous substances at or near the
Property in Seller's possession;
6
<PAGE>
(v) any building plans, specification, floor plans or drawings
for the Property in Seller's possession; and
(vi) the most recently available survey of the Property in
Seller's possession.
With the delivery of the foregoing materials or if they are made available as
aforesaid, Seller shall notify Purchaser in writing that it has delivered or so
made available all of such materials.
B. Subject to the terms of Section 9(G) below, Purchaser shall have
thirty (30) days after the date of the notice called for in Section 8(A) above
(the "Review Period") within which to inspect the Property and procure a firm
commitment for a loan from a third party lender to be secured by a deed to
secure debt on the Property ("Financing") on the terms and conditions described
in Section 9(D) below. If (i) Purchaser determines that the Property is
unsuitable for its purposes and notifies Seller of such decision prior to the
expiration of the Review Period or the Extended Review Period, as the case may
be, (ii) is unable to procure Financing and elects not to extend the Review
Period as set forth in Section 9(C) below, or (iii) fails to timely deposit with
Escrowee the Additional Earnest Money, then, in any such case, the Earnest Money
shall be returned to Purchaser, at which time this Agreement shall be deemed to
have been terminated, and neither party shall have any further rights or
obligations under this Agreement except as set forth in Section 9(G) below. If
this Agreement is not terminated pursuant to this Section 8(B), then the
survival of the same shall be deemed a waiver by Purchaser of the condition
contained in this Section 8. Subject to the terms of Section 9(G) below, Seller
shall give Purchaser access to the Property, any information related thereto in
Seller's possession and/or the tenants of the Buildings during the normal
business hours upon the prior request of Purchaser in order to conduct its
inspection. If this Agreement is terminated under this Section 9(B)(ii),
Purchaser shall pay to Seller $100 as consideration for holding the Property off
the market.
C. In the event Purchaser (i) has not procured Financing within the
Review Period or (ii) is advised by its environmental consultant that after an
initial investigation of the Property further environmental testing of the
Property is recommended, Purchaser may, upon notice given to Seller prior to the
expiration of the Review Period extend the Review Period for up to thirty (30)
consecutive days (the "Extended Review Period"); provided, however, in the event
the extension is due to environmental reasons, Purchaser's notice shall be
accompanied by a letter from Purchaser's environmental consultant confirming
such events.
D. Purchaser's Financing shall be in the form of a non recourse loan
in an amount not less than seventy five percent (75%) of the Purchase Price,
with interest not to exceed ten percent (10%) per annum to be amortized over not
less than twenty-five (25) years, and otherwise reasonably satisfactory to
Purchaser.
E. Not later than five (5) days prior to Closing, Seller shall
deliver to Purchaser estoppel letters in form reasonably acceptable to
Purchaser's lender and Seller from tenants totalling not less than the lesser
of: (i) seventy-five percent (75%) of the tenants in the Buildings (in the
aggregate) or (ii) tenants having the right to occupy not less than seventy-five
percent (75%) of the square footage of the Buildings (in the aggregate) which is
subject to Leases as of the expiration of the Review Period or the Extended
Review Period, as the case may be, (the "Minimum Threshold"); provided, however
that Seller shall execute and deliver any such estoppel letter or letters as if
it were the tenant thereunder, as may be necessary to reach the Minimum
Threshold, the terms of which estoppel letter or letters shall be enforceable
against Seller as to each such estoppel letter for a period not longer than the
earliest of: (y) such time that Seller delivers tenant-executed estoppel
letters to Purchaser which meet the Minimum Threshold, or (z) such time that
Seller delivers a tenant-executed estoppel letter to Purchaser from a tenant for
whom Seller had previously executed such an estoppel letter. Nevertheless, as
to estoppel letters executed by Seller, Seller shall have no liability for post-
Closing default by the tenant, and Seller's liability under the estoppel letter
shall terminate one (1) year from Closing unless Purchaser gives Seller written
notice of a claim within one (1) year following the Closing. Purchaser shall
deliver a form estoppel letter reasonably acceptable to its lender within
7
<PAGE>
ten (10) days of the date of this Agreement. If Seller and Purchaser do not or
cannot agree upon the form of the estoppel letter within the Review Period or
the Extended Review Period, as the case may be, then either party may terminate
this Agreement by notice received by the other party within five (5) days after
the expiration of the Review Period or the Extended Review Period, as the case
may be, in which case this Agreement shall be null and void, and neither party
shall have any rights or obligations under this Agreement except as set forth in
Section 9(G) below.
9. MISCELLANEOUS
-------------
A. All understandings and agreements heretofore had between Seller
and Purchaser with respect to the Property are merged in this Agreement, which
alone fully and completely expresses the agreement of the parties. Purchaser
acknowledges that it has inspected or will inspect the Property and that it
accepts same in its "as is" condition subject to use, ordinary wear and tear and
natural deterioration. Purchaser further acknowledges that, except as expressly
provided in this Agreement, neither Seller nor any agent or representative of
Seller has made, and Seller is not liable for or bound in any manner by, any
express or implied warranties, guaranties, promises, statements, inducements,
representations or information pertaining to the Property.
B. Neither this Agreement nor any interest hereunder shall be
assigned or transferred by Purchaser. Seller may assign or otherwise transfer
its interest under this Agreement. As used in this Agreement, the term "Seller"
shall be deemed to include any assignee or other transferee of any Seller. Upon
any such transfer by a Seller, such Seller shall be relieved of any subsequently
accruing liability under this Agreement. Subject to the foregoing, this
Agreement shall inure to the benefit of and shall be binding upon Seller and
Purchaser and their respective successors and assigns.
C. This Agreement shall not be modified or amended except in a
written document signed by Seller and Purchaser.
D. Time is of the essence of this Agreement.
E. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Georgia.
F. All notices, requests, demands or other communications required
or permitted under this Agreement shall be in writing and delivered personally,
by certified mail, return receipt requested, postage prepaid, by overnight
courier (such as Federal Express/TM/), or by facsimile transmission, addressed
as follows:
1. If to Seller:
Equity Assets Management, Inc.
P.O. Box 888363
Atlanta, Georgia 30356
Attention: Laura Hardage
Fax: (404) 392-9053
Phone: (404) 395-1300
8
<PAGE>
With a copy to:
Rosenberg & Liebentritt, P.C.
Suite 1601
Two North Riverside Plaza
Chicago, Illinois 60606
Attention: Jonathan S. Waller, Esq.
Fax: (312) 454-0335
Phone: (312) 466-3649
2. If to Purchaser:
D&B No. 3
c/o Monarch Realty, Inc.
1934 N. Druid Hills Road, N.E.
Atlanta, Georgia 30319
Attention: Brett Irwin
Fax: (404) 634-9709
Phone: (404) 634-8611
With a copy to:
Schreeder, Wheeler & Flint
127 Peachtree St. N.E.
1600 Chandler Building
Atlanta, Georgia 30303
Attention: Warren Wheeler, Esq.
Fax: (404) 681-1046
Phone: (404) 681-3450
All notices given in accordance with the terms hereof shall be deemed
effectively given when mailed or transmitted, but the time for response shall
begin forty-eight (48) hours after posting, or when delivered personally or
otherwise received. Either party hereto may change the address for receiving
notices, requests, demands or other communication by notice sent in accordance
with the terms of this Section 9(F).
G. Purchaser's right of inspection pursuant to Section 8 above shall
be subject to the rights of tenants under the Leases and other occupants and
users of the Property. No inspection shall be undertaken without reasonable
verbal or telephonic prior notice to Seller. Seller shall have the right to be
present at any or all inspections. Neither Purchaser nor its agents or
representatives shall contact any tenants without the prior consent of Seller.
No inspection shall involve the taking of samples or other physically invasive
procedures without the prior consent of Seller which consent shall not be
unreasonably withheld or delayed. Notwithstanding anything to the contrary
contained in this Agreement, Purchaser shall reimburse Seller for, and shall
indemnify and hold Seller and its employees and agents, and each of them,
harmless from and against, any and all losses, claims, damages and liabilities
(including, without limitation, attorneys' fees incurred in connection
therewith) arising out of or resulting from Purchaser's exercise of its rights
under this Agreement, including, without limitation, its right of inspection as
provided for in Section 8 above.
H. Seller represents and warrants to Purchaser that:
(i) Seller holds fee simple title to the Property, which
representation and warranty, however, shall not survive the Closing.
9
<PAGE>
(ii) Seller has the right, power and authority to enter into this
Agreement and to sell the Property in accordance with the terms and conditions
hereof. The persons executing this Agreement on behalf of Seller warrant their
authority to do so and to bind Seller to this Agreement.
(iii) Seller has not received and has no actual knowledge of any
written notice or request from any county department, insurance company or Board
of Fire Underwriters (or organization exercising functions similar thereto),
other governmental authority requesting or requiring the performance of any work
or alteration in respect to the Property which has not been complied with, nor
any written notice of violation of any local, state or federal laws, regulations
or ordinances relating to the Property which has not been cured. If any such
notice is received, Seller shall immediately notify Purchaser.
(iv) Seller has no actual knowledge of any pending or
contemplated condemnation proceedings affecting the Property or any part
thereof, nor any actual knowledge of any plan or proposal to relocate, widen,
rearrange or install medians in any public roads within 2,000 feet of any
portion of the Property.
(v) True and correct copies of each of the Leases and Service
Contracts concerning the Property,and all amendments and modifications thereof,
have been or will be delivered or made available to Purchaser.
(vi) No person, firm or entity, except as set forth herein, has
any right to acquire the Property or any part thereof with the exception of this
Agreement.
(vii) Seller is not a party to any litigation affecting the
Property or any part thereof or Seller's right to sell the Property. Seller has
no actual knowledge of any litigation or threatened litigation affecting the
Property or any part thereof; and Seller will give to Purchaser prompt notice of
the institution prior to closing of any such litigation.
(viii) The representations and warranties made above in subsections
(ii) through (vii) above shall survive the Closing for a period of one (1) year
only and Seller shall have no liability for any breach thereof and unless
Purchaser gives Seller written notice of a claim for such breach within one (1)
year following the Closing. In addition, Seller shall have no liability of a
breach of any of its representations and warranties made herein if Purchaser had
knowledge of such breach prior to Closing and consummated the Closing
notwithstanding such breach. If, prior to Closing, Purchaser has knowledge, and
notifies Seller of a material breach of any of Seller's representations and
warranties made herein and Seller fails to cure the same prior to Closing, then
Purchaser's sole remedy shall be to terminate this Agreement and obtain a refund
of the Earnest Money.
I. ACKNOWLEDGING PURCHASER'S OPPORTUNITY TO INSPECT THE PROPERTY,
PURCHASER AGREES TO TAKE THE PROPERTY "AS IS" WITH ALL FAULTS AND CONDITIONS
THEREON. ANY INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS
("DISCLOSURES") PROVIDED OR MADE TO PURCHASER OR ITS CONSTITUENTS BY SELLER, ITS
AGENTS OR EMPLOYEES CONCERNING THE ENVIRONMENTAL OR OTHER CONDITION OF THE
PROPERTY SHALL NOT BE REPRESENTATIONS OR WARRANTIES. PURCHASER SHALL NOT RELY
ON SUCH DISCLOSURES, BUT RATHER, PURCHASER SHALL RELY ONLY ON ITS OWN INSPECTION
OF THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
STATED IN WRITING, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES
OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A)
THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,
THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C)
THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH
PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR
10
<PAGE>
PURPOSE OF THE PROPERTY, OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY,
AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING TERMITES OR WASTES, AS
DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR
ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS
PROMULGATED THEREUNDER.
PURCHASER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE, RELEASE AND AGREE
NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM FOR
CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR ITS AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS (COLLECTIVELY,
"SELLER AND ITS AFFILIATES") BASED ON (A) ANY FEDERAL, STATE, OR LOCAL
ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR ANY
STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B) ANY
DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL
WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY; OR (C) ANY ENVIRONMENTAL
CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY.
J. In any lawsuit or other proceeding initiated by Purchaser under
or with respect to this Agreement, Purchaser waives any right it may have to
trial by jury. In addition, Purchaser waives any right to seek rescission of
the transaction provided for in this Agreement.
K. Except as may be required by law, without the prior written
consent of Seller, and unless the Closing occurs, Purchaser shall not disclose
to any third party the existence of this Agreement or any term or condition
thereof or the results of any inspections or studies undertaken in connection
herewith.
L. If for any reason Purchaser does not consummate the Closing, then
Purchaser shall, upon Seller's request, assign and transfer to Seller all of its
right, title and interest in and to any and all studies, reports, surveys and
other information, data and/or documents relating to the Property or any part
thereof prepared by or at the request of Purchaser, its employees and agents,
and shall deliver to Seller copies of all of the foregoing.
M. Seller hereby covenants and agrees with Purchaser that:
1. From and after the date hereof through the expiration of the
Review Period or the Extended Review Period, as the case may be,
Seller may enter into any new Lease, or any modification, amendment,
restatement or renewal of any existing Leases (each a "New Lease," and
collectively, "New Leases") without Purchaser's consent, so long as
Seller notifies Purchaser of the terms of any proposed New Leases
prior to Seller's execution of such New Leases and delivers a copy of
any fully executed New Lease to Purchaser prior to the expiration of
the Review Period or the Extended Review Period, as the case may be.
2. Following the expiration of the Review Period or the Extended
Review Period, as the case may be, Seller shall not enter into any New
Lease without Purchaser's prior written consent, which consent will
not be unreasonably withheld or delayed. If Purchaser does not
respond in writing to Seller's request for approval or disapproval of
a New Lease within ten (10) days after Purchaser's receipt of Seller's
request, Purchaser shall be conclusively deemed to have approved of
such New Lease.
N. Purchaser and Seller agree that notwithstanding anything
contained in this Agreement to the contrary, there shall be no personal
liability of Seller's general partner, its constituent partners, employees,
agents or other representatives in respect to any of the covenants, conditions
or provisions of this Agreement and in the event of a default by Seller under
this Agreement, Purchaser shall look solely to the assets of Seller for the
satisfaction of Purchaser's remedies.
11
<PAGE>
O. Seller and Purchaser hereby designate Escrowee to act as and
perform the duties and obligations of the "reporting person" with respect to the
transaction contemplated by this Agreement for purposes of 26 C.F.R. Section
1.6045-4(e)(5) relating to the requirements for information reporting on real
estate transaction closed on or after January 1, 1991. In this regard, Seller
and Purchaser each agree to execute at Closing, and to cause the Escrowee to
execute at Closing, a Designation Agreement, designating Escrowee as the
reporting person with respect to the transaction contemplated by this Agreement.
P. Purchaser agrees that the Purchase Price and the other terms of
this Agreement have been negotiated and agreed upon on the basis of Purchaser's
purchase of all the Buildings (and the related Property) and this Agreement does
not contemplate a Closing absent such a purchase.
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Agreement as of the date first above written.
SELLER:
FIRST CAPITAL INCOME PROPERTIES, LTD.
- SERIES VIII, A FLORIDA LIMITED
PARTNERSHIP
By: FIRST CAPITAL FINANCIAL CORPORATION,
ITS GENERAL PARTNER
By: /s/ Norman Field
---------------------------------
Name: /s/ Norman Field
-------------------------------
Title: /s/ Vice President
------------------------------
PURCHASER:
D&B NO. 3, A PARTNERSHIP
By: /s/ Brett H. Irwin
---------------------------------------
Name: /s/ Brett H. Irwin
-------------------------------------
Title: /s/ General Partner
------------------------------------
EXHIBITS
--------
A - Legal Description
B - Permitted Exceptions
12
<PAGE>
EXHIBIT "A"
-----------
LEGAL DESCRIPTION
-----------------
ALL THAT TRACT or parcel of land lying and being in Land Lot 224 of the
18th District of DeKalb County, Georgia, and being more particularly described
as follows:
BEGINNING at an iron pin found on the northern right-of-way line of
Mountain Industrial Boulevard (having a 100-foot right-of-way), said iron pin
being located 708.92 feet East of the intersection of the northern right-of-way
line of Mountain Industrial Boulevard with the eastern right-of-way of
Tuckerstone Parkway (having a 60-foot right-of-way); running thence North 6
degrees 40 minutes 39 seconds West, a distance of 99.69 feet to an iron pin;
thence North 9 degrees 57 minutes 07 seconds West, a distance of 338.65 feet to
an iron pin placed, said pin being on the center line of the Seaboard Coast Line
Railroad Lead Track No. 4; thence North 88 degrees 24 minutes 54 seconds East
along the center line of said Railroad Lead Track, a distance of 532.60 feet to
an iron pin found; thence South 6 degrees 50 minutes 44 seconds East, a distance
of 388.99 feet to an iron pin found on the northern right-of-way line of
Mountain Industrial Boulevard; thence South 83 degrees 09 minutes 16 seconds
West, along the northern right-of-way line of Mountain Industrial Boulevard, a
distance of 512.31 feet to an iron pin found, said point being the point of
beginning; containing 4.91 acres as shown on Plat of Survey for John W. Rooker &
Associates, Inc., made by Georgia Land Engineering Co., Inc. certified by Josh
L. Lewis, III, Ga. R.L.S. No. 1751, dated August 21, 1984.
Together with all utility easements, drainage rights, access easements and
other appurtenances established by recorded plats of Royal Atlanta Business
Park or by the Restrictive Covenants and By-Laws described as items 2 and 3 on
Exhibit "B" attached hereto and made a part hereof.
<PAGE>
EXHIBIT B
PERMITTED EXCEPTIONS
--------------------
1. Acts of Purchaser, and those claiming by, through and under Purchaser.
2. General and special taxes and assessments not yet delinquent.
3. Rights of tenants under the Leases, and those claiming by, through and
under said tenants.
4. Zoning, building and other governmental and quasi-governmental laws, codes
and regulations.
5. Any adverse claim to any portion of the Property which has been created by
artificial means or has accreted to any such portion so created and
riparian rights, if any.
6. Covenants, conditions, restrictions, and private or public utility
easements of record together with easements or claims of easements not
shown by the public records.
7. Encroachments, overlaps, boundary line disputes, or other matters which
would be disclosed by an accurate survey or inspection of the Property.
Provided that as to number 6 and 7, they do not materially interfere with the
use or occupancy of the Property.
<PAGE>
EXHIBIT "B"
-----------
PERMITTED ENCUMBRANCES
----------------------
1. All taxes Subsequent to the year 1984.
2. Restrictive Covenants appearing of record in Deed Book 3557, page 564, as
amended in Deed Book 3707, page 281, and Deed Book 3782, page 296;
transferred by instrument recorded in Deed Book 3782, page 297, aforesaid
records.
3. By-Laws of Owner's and Tenants' Association of Royal Atlanta Park ExParte,
undated, recorded in Deed Book 3557, page 569, aforesaid records; as
amended in Deed Book 3730, page 836, aforesaid records.
4. Easement from Royal Atlanta Development Corporation to Seaboard Coast Line
Railroad Company, dated December 22, 1977, conveying a right of way and
easement for railroad purposes through, over and across the northernmost 30
feet of subject property, recorded in Deed Book 3766, page 186, aforesaid
records; assigned to Shell Oil Company by assignment dated April 19,
1978, recorded in Deed Book 3937, page 312, aforesaid records.
5. Agreement by and between Seaboard Coast Line Railroad Company and Royal
Atlanta Development Corporation, dated December 22, 1977, recorded in Deed
Book 3795, page 347, aforesaid records.
6. Easement from Royal Atlanta Development Corporation to Georgia Power
Company, dated May 28, 1974, recorded in Deed Book 3196, page 309,
aforesaid records.
7. Landlord's Waiver, from John W. Rooker to Puritan Leasing, filed
January 23, 1984 in Deed Book 4908, page 209, aforesaid records.
8. Plat of survey prepared for First Capital Financial Corporation, dated
August 21, 1984, bearing the seal of Josh L. Lewis, III, RLS No. 1751,
prepared by Georgia Land Engineering Co., Inc., shows the following:
(a) 50-foot building restriction line along Mountain Industrial
Boulevard.
(b) 10-foot sanitary sewer easement with sanitary sewer and manhole
located therein, located in the southeastern portion of captioned property.
(c) The western line of subject property to be the center line of a
10-foot drainage easement, increasing to a 48-foot drainage easement and
reverting to a 10-foot drainage easement, with sanitary sewer with drop
inlets and headwalls attached thereto located in the 10-foot drainage
easement areas.
(d) The northern line of subject property to be the center line of
a 60-foot easement for Seaboard Coast Line Railroad Company Lead Track No.
4, with portion of 10-foot drainage easement with sanitary sewer drop
inlet located therein, traversing a portion of said railroad easement area.
(e) Drop inlets located in the central portion of the subject
property.
(f) Asphalt paving located in the southeastern portion of subject
property encroaching the 45-foot drainage easement set out at Item (c)
hereof.
(g) Equipment pad adjacent to one of the surveyed buildings.
9. Easement in favor of Georgia Power Company, dated May 11, 1979,
recorded in Deed Book 4091, page 102, aforesaid records.
<PAGE>
EXHIBIT "A"
-----------
All that tract or parcel of land lying and being in Land Lot 224 of the
18th District of DeKalb County, Georgia, and being more particularly described
as follows:
BEGINNING at a point on the northerly right-of-way line of North Royal
Atlanta Drive (60-foot right-of-way), which point is 703.11 feet southeast of
the intersection of said northerly right-of-way line of North Royal Atlanta
Drive with the southeasterly right-of-way line of Georgia State Hwy. No. 29 (110
foot right-of-way at this point); running thence, leaving said northerly right-
of-way line of North Royal Atlanta Drive, North 01 degree 33 minutes 15 seconds
West a distance of 399.92 feet to an iron pin found in a gravel road on the
northerly land lot line of Land Lot 224 (which is also the southerly land lot
line of Land Lot 255); thence, along said northerly land lot line of Land Lot
224, North 88 degree 25 minutes 30 seconds East a distance of 460.00 feet to an
iron pin found; thence, leaving said northerly land lot line, South 01 degree 33
minutes 15 seconds East a distance of 400.11 feet to a point in the northerly
right-of-way line of said North Royal Atlanta Drive; thence, along said
northerly right-of-way line, South 88 degree 26 minutes 45 seconds West a
distance of 460.00 feet to a point and the Point Of Beginning, said tract
containing 4.224 acres as shown on As Built Survey for John W. Rooker, prepared
by A. Farrow Walls, Georgia Registered Land Surveyor No. 2140, of Benchmark
Engineering Corporation, dated June 5, 1900, as last updated September 13, 1984.
Together with all utility easements, drainage rights, access easements and
other appurtenances established by recorded plats of Royal Atlanta Business Park
or by the Restrictive Covenants and By-Laws described as items 2 and 3 on
Exhibit "B" attached hereto and made a part hereof.
<PAGE>
EXHIBIT "B"
-----------
PERMITTED ENCUMBRANCES
----------------------
1. All ad valorem real estate taxes subsequent to the year 1984.
2. Restrictive Covenants recorded in Deed Book 3557, page 564, aforesaid
records, as amended in Deed Book 3707, page 281, aforesaid records, as
further amended by Notice of Change of Address, recorded in Deed Book 3782,
page 296, aforesaid records, as assigned to Shell Oil Company by instrument
recorded in Deed Book 3782, page 297, aforesaid records.
3. By-Laws as set forth in instrument recorded in Deed Book 3557, page 569,
aforesaid records, as amended in instrument recorded in Deed Book 3730,
page 836, aforesaid records.
4. Easements in favor of Georgia Power Company, as follows:
a) Dated May 10, 1950, recorded in Deed Book 815,
page 66, DeKalb County, Georgia records;
b) Dated November 9, 1953, recorded in Deed Book 1005, page 71,
aforesaid records;
c) Dated November 5, 1953, recorded in Deed Book 1005, page 57,
aforesaid records;
d) Dated May 15, 1950, recorded in Deed Book 815, page 62,
aforesaid records;
e) Dated November 3, 1953, recorded in Deed Book 1005, page 80,
aforesaid records;
f) Dated May 28, 1974, recorded in Deed Book 3196, page 309,
aforesaid records.
NOTE: By letter dated September 4, 1979, Georgia Power Company "claims no
further interest in the above-mentioned easements except to operate,
maintain, rebuild and renew its existing facilities under the terms
and conditions of said easements."
5. Rights of others in and to the use of that portion of subject property
designated as Old Cherry Land, as shown on plat of survey by Nelson F.
Goetz, Ga. R.L.S. No. 1879, dated September 4, 1979.
6. Easements, in favor of Georgia Power Company, as follows:
a) Dated March 5, 1980 and recorded in Deed Book 4229, page 336,
aforesaid records;
b) Dated November 19, 1981 and recorded in Deed Book 4564, page 388,
aforesaid records;
c) Dated January 15, 1981 and recorded in Deed Book 4406, page 97,
aforesaid records.
NOTE: By letter dated September 18, 1984, Georgia Power Company "claims no
further interest in the above-mentioned easements except the right to
operate, maintain, rebuild and renew its existing facilities under the
terms of said easements."
<PAGE>
7. Plat of survey prepared for First Capital Financial Corporation, as updated
September 13, 1984, bearing the seal of A. Farrow Walls, R.L.S. No. 2140,
prepared by Benchmark Engineering, and entitled "As-Built Survey for First
Capital Financial Corporation" shows the following:
a) 50 foot building restriction line along North Royal Atlanta
Drive;
b) 18-inch and 24-inch corrugated metal pipes located throughout
subject property with drop inlets attached thereto;
<PAGE>
EXHIBIT "A"
-----------
All that tract or parcel of land lying and being in Land Lot 224 of the 18th
District of DeKalb County, Georgia, and being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at the point of intersection
of the westerly right-of-way line of Tuckerstone Parkway (60-foot right-of-way)
with the southerly right-of-way line of North Royal Atlanta Drive (60-foot
right-of-way); thence, South 01 degree 04 minutes 50 seconds East, along said
westerly right-of-way line of Tuckerstone Parkway, a distance of 210.68 feet to
an iron pin set and the TRUE POINT OF BEGINNING; from said TRUE POINT OF
BEGINNING AS THUS ESTABLISHED, running thence South 01 degree 04 minutes 50
seconds East, along said westerly right-of-way line of Tuckerstone Parkway, a
distance of 379.86 feet to a point; thence, continuing along said westerly
right-of-way line, along the arc of a curve to the left (which arc has a chord
distance of 94.58 feet on a bearing of South 05 degree 34 minutes 21 seconds
East) an arc distance of 94.68 feet to an iron pin set; thence, leaving said
westerly right-of-way line, South 88 degree 44 minutes 40 seconds West a
distance of 319.04 feet to an iron pin set; thence North 01 degree 05 minutes 31
seconds West a distance of 235.13 feet to a point; thence South 88 degree 54
minutes 29 seconds West a distance of 183.64 feet to a point; thence North 01
degree 01 minutes 08 seconds West a distance of 240.04 feet to an iron pin
found; thence North 88 degree 55 minutes 10 seconds East a distance of 495.06
feet to an iron pin set and the True Point of Beginning, said tract containing
4.413 acres as shown on As Built Survey of Tuckerstone Commons, prepared by A.
Farrow Walls, Georgia Registered Land Surveyor No. 2140, of Benchmark
Engineering Corporation, dated October 14, 1982, as last updated September 13,
1984.
Together with all utility easements, drainage rights, access easements and
other appurtenances established by recorded plats of Royal Atlanta Business Park
or by the Restrictive Covenants and By-Laws described as items 2 and 3 on
Exhibit "B" attached hereto and made a part hereof.
<PAGE>
EXHIBIT "B"
-----------
PERMITTED EXCEPTIONS
--------------------
1. All ad valorem real estate taxes subsequent to the year
1984.
2. Restrictive Covenants recorded in Deed Book 3557, page 564, DeKalb County,
Georgia records, as amended at Deed Book 3707, page 281, aforesaid records,
as further amended by Notice of Change of Address, recorded at Deed Book
3782, page 296, aforesaid records, as assigned to Shell Oil Company by
instrument recorded in Deed Book 3782, page 297, aforesaid records.
3. By-laws as set forth in instrument recorded in Deed Book 3557, page 269,
aforesaid records, as amended by instrument recorded in Deed Book 3730,
page 836, aforesaid records.
4. Declaration of Covenants, Restrictions and Easements by Tuckerstone
Commons, dated November 11, 1982 and recorded at Deed Book 4681, page 146,
aforesaid records, and the rights of others in and to the use of said
non-exclusive easements.
5. Easements in favor of Georgia Power Company as follows:
a) Dated August 13, 1979, recorded in Deed Book 4156, page 67,
aforesaid records;
b) Dated May 28, 1974, recorded in Deed Book 3196, page 309,
aforesaid records;
c) From John W. Rooker and Tuckerstone Commons, dated August 5, 1982
and recorded at Deed Book 4655, page 286, aforesaid records.
NOTE: By letter dated September 18, 1984, Georgia Power Company "claims no
further interest in the above-mentioned easements except the right to
operate, maintain, rebuild and renew its existing facilities under the
terms and conditions of said easements."
6. Plat of survey prepared for First Capital Financial Corporation, as
undated September 13, 1984, bearing the seal of A. Farrow Walls, R.L.S.
No.2140, prepared by Benchmark Engineering, and entitled "As-Built Survey
of Tuckerstone Commons", shows the following:
a) 50 foot building restriction line along Tuckerstone Parkway and 50
foot buffer zone along the western line of subject property;
b) Driveway easements in the northeastern and southern portions of
subject property;
c) Truck corridor easement traversing the central portion of the
subject property in an east-west direction;
d) 12-inch, 15-inch, 18-inch and 24-inch corrugated metal pipes
located throughout subject property with drop inlets attached
thereto;
e) Fire protection water lines, water lines, power poles, telephone
lines, gas lines and sanitary sewer lines located throughout
subject property;
f) 10-foot drainage easement containing pipes and headwalls, crossing
southernmost tip of subject property; and
g) Drainage facilities.
<PAGE>
Law Offices
SCHREEDER, WHEELER & FLINT
The Candler Building
Sixteenth Floor
187 Peachtree Street, N.E.
Atlanta, Georgia 30303-1845
---------
(404) 681-3450
TELECOPIER: (404) 681-1046
April 21, 1995
Jonathan S. Waller, Esq. Fax 312-454-0335
Rosenberg & Liebentritt ----------------
Two North Riverside Plaza, Suite 1515 MAIL ORIGINAL
Chicago, Illinois 60606 -------------
Re: Real Estate Sale Agreement, dated March 22, 1995, for
TuckerStone Land and Buildings, DeKalb County, Georgia
Dear Mr. Waller:
We would like to propose the following Amendments to the Agreement in
order to clarify and fix the dates for the Review Period and closing:
1. The Review Period defined in Subsection 8(B) of the Agreement, shall be
extended until May 17, 1995. This would supersede the provision for an Extended
Review Period in Subsection 8(C), which is hereby deleted.
2. The Closing Date is revised to be June 16, 1995.
Please advise if these changes are acceptable to First Capital Income
Properties, Ltd. - Series VIII. If so, sign and return a copy of this letter,
and this letter will constitute an amendment to the Agreement.
Sincerely yours,
/s/ Warren O. Wheeler
Warren O. Wheeler
Attorney for and on behalf of D & B
No. 3, Purchaser
Agreed for Seller:
J. S. Waller, attorney for Seller
- ---------------------------------
<PAGE>
Law Offices
SCHREEDER, WHEELER & FLINT
The Candler Building
Sixteenth Floor
187 Peachtree Street, N.E.
Atlanta, Georgia 30303-1845
----------
(404) 681-3450
TELECOPIER: (404) 681-1046
May 16, 1995
Jonathan S. Waller, Esq. FAX 312-454-0335
Rosenberg & Liebentritt ----------------
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
Re: Real Estate Sale Agreement, dated March 22, 1995, for
Land and Buildings in Land Lot 224, 18th District,
DeKalb County, Georgia, as previously amended by
letter agreement.
Dear Mr. Waller:
This letter is to constitute a further amendment to the above agreement.
The need for the amendment arises due to the fact that the Purchaser's
environmental consultant recommended that there should be further environmental
inspection and review of the property which has a street address of 2530
Mountain Industrial Boulevard, Tucker, Georgia:
1. The Review Period defined in Subsection 8(B) of the Agreement, shall be
extended until May 24, 1995, but the Purchaser's right to terminate the
Agreement may be exercised by Purchaser only if an environmental engineer's
report or other evidence shows that there is substantial risk of loss or cost
due to the presence or likely presence of hazardous materials in or near the
building, or that the environmental condition of the property would or may cause
problems closing mortgage financing on the property, in which case the Purchaser
may cancel the Agreement no later than May 24, 1995 and receive a return of all
Earnest Money.
2. The Closing Date remains as June 16, 1995.
3. Notwithstanding the foregoing, Purchaser shall deposit the Additional
Earnest Money with Escrowee on or before May 17, 1995.
<PAGE>
LAW OFFICES
SCHREEDER, WHEELER & FLINT
Jonathan S. Waller, Esq.
May 16, 1995
Page 2
If these changes are acceptable to the Seller, First Capital Income
Properties, Ltd. - Series VIII, please sign and return a copy of this letter.
Sincerely yours,
/s/ Warren O. Wheeler
Warren O. Wheeler
Attorney for and on behalf of D & B
No. 3, Purchaser
Agreed for Seller:
J. S. Waller
- -----------------------
Attorney for Seller
cc: Ms. Laura Hardage
Mr. Brett Irwin
<PAGE>
11:32 AM 6/16/95
CLOSING STATEMENT
TUCKERSTONE COMMONS
TUCKER, GEORGIA
- --------------------------------------------------------------------------------
SELLER: FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII,
a Florida limited partnership
PURCHASER: D & B #3, a partnership
PRORATION DATE: CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
CLOSING (FUNDING) DATE: FRIDAY, JUNE 16, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
CREDIT CREDIT
PURCHASER SELLER
------------- -------------
PURCHASE PRICE 5,300,000.00
EARNEST MONEY (held by Chicago
Title Insurance Company) 200,000.00
INTEREST ON EARNEST MONEY POC
PRO-RATE PROPERTY TAXES 30,964.96
[See Schedule A]
TENANT SECURITY DEPOSITS 43,574.00
[See Schedule B]
PRO-RATE SERVICE CONTRACTS, COMMISSIONS,
AND TENANT IMPROVEMENTS 2,324.31
[See Schedule C; Note 2]
PRO-RATE JUNE, 1995 RENTAL CHARGES 24,993.36
[See Schedule D; Notes 1 and 3]
------------- -------------
SUBTOTALS 299,532.32 5,302,324.31
CASH AMOUNT DUE TO SELLER 5,002,791.99
------------- -------------
TOTAL CREDITS $5,302,324.31 $5,302,324.31
============= =============
</TABLE>
[1] Purchaser agrees to remit to Seller Seller's proportionate share of
June rental charges and all other rental charges referred to in Section
4(C) of the Real Estate Sales Agreement, upon receipt thereof by
Purchaser.
[2] To the extent there are amounts related to service contracts owed to or
by the owner of the Property and such amounts are not ascertainable at
the time of closing, the parties hereto agree to adjust and reprorate
the credits set forth herein as they relate to such amounts.
[3] Schedule E sets forth all outstanding receivables for the Property.
Purchaser shall include the amount of such rent and other sums in the
first bills thereafter submitted to the tenants in question after the
Closing, and shall continue to due so for six (6) months thereafter.
Purchaser shall promptly remit to Seller any amount collected that is
due Seller, all as provided in Section 4(C) of the Real Estate Sales
Agreement.
[4] Utility charges shall be paid by the parties for their respective
periods of ownership based upon meter readings ordered for June 16,
1995. There shall be no assignment of existing utility deposits and all
such deposits now on account with the various utility companies are the
property of Seller. Purchaser shall post with utility companies any
deposits required to enable Seller to have its deposits returned.
[5] See Schedule F attached hereto.
APPROVED: SELLER APPROVED: PURCHASER
FIRST CAPITAL INCOME PROPERTIES, LTD.
- SERIES VIII, D & B #3, a partnership
a Florida limited partnership*
By Michael P. Gast By Brett H. Irwin
_________________________ ___________________________
Its: Assistant Vice President Its: General Partner
*By: First-Capital Financial Corporation
As Managing General Partner
<PAGE>
<TABLE>
<CAPTION>
11:33 AM 6/16/95
- -----------------------------------------------------------------------------------------------------------
TUCKERSTONE COMMONS
TUCKER, GEORGIA
SOURCES AND USES STATEMENT
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE OF CASH TO BE FUNDED BY PURCHASER 5,002,791.99
------------
ADDITIONAL CASH OUTLAYS BY PURCHASER:
CHICAGO TITLE INSURANCE COMPANY (amounts are 100% of cost)
Premium (Slutzky, Wolfe and Baily) 5,300.00
Escrow Fee (Chicago Title Insurance Company) 125.00
Tax Reports (Slutzky, Wolfe and Baily) 24.00
Photocopies (Slutzky, Wolfe and Baily) 50.00
Overnight Delivery (Slutzky, Wolfe and Baily) 15.00
Mileage (Slutzky, Wolfe and Baily) 27.00
Courier (Slutzky, Wolfe and Baily) 18.00
Simultaneous Issue (Slutzky, Wolfe and Baily) 75.00
--------
5,634.00
------------
TOTAL CASH OUTLAY BY PURCHASER AT CLOSING 5,008,425.99
============
- -----------------------------------------------------------------------------------------------------------
TOTAL CASH FROM PURCHASER AT CLOSING 5,002,791.99
EARNEST MONEY (held by Chicago Title Insurance Company) 200,000.00
INTEREST ON EARNEST MONEY POC
------------
TOTAL SELLER'S SOURCES 5,202,791.99
------------
ITEMS PAYABLE FROM SELLER'S PROCEEDS AT CLOSING:
CHICAGO TITLE INSURANCE COMPANY (amounts are 100% of cost)
Title Examination (Slutzky, Wolfe and Baily) 1,500.00
Transfer Tax (Chicago Title Insurance Company) 5,300.00
Escrow Fee (Chicago Title Insurance Company) 125.00
Recording Fees (Slutzky, Wolfe and Baily) 25.00
Tax Reports (Slutzky, Wolfe and Baily) 24.00
Photocopies (Slutzky, Wolfe and Baily) 50.00
Overnight Delivery (Slutzky, Wolfe and Baily) 15.00
Mileage (Slutzky, Wolfe and Baily) 27.00
Courier (Slutzky, Wolfe and Baily) 18.00
Commitment (Slutzky, Wolfe and Baily) 60.00
--------
7,144.00
KING INDUSTRIAL REALTY, INC. 106,000.00
ROSENBERG & LIEBENTRITT, P.C. POC
EQUITY ASSETS MANAGEMENT, INC. 38,500.00
------------
TOTAL CASH OUTLAY BY SELLER 151,644.00
------------
BALANCE TO SELLER 5,051,147.99
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
11:33 AM 6/16/95
SCHEDULE A
----------------------------------------------------------------------------
TUCKERSTONE COMMONS
PRO-RATE 1995 PROPERTY TAXES
PRORATION MADE AS OF:CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
----------------------------------------------------------------------------
<S> <C> <C>
ESTIMATED 1995 REAL ESTATE & PERSONAL PROPERTY TAXES
1994 Dekalb County, Georgia Real Estate Tax 18-224-03-005 $25,985.26
1994 Dekalb County, Georgia Real Estate Tax 18-224-06-020 22,274.28
1994 Dekalb County, Georgia Real Estate Tax 18-224-05-003 19,361.91
1994 Dekalb County, Georgia Real Estate Tax 18-224-06-021 56.45
----------
ESTIMATED 1995 TAXES 67,677.90
SELLER'S SHARE OF 1995 TAXES 167/365 DAYS .45753
----------
TOTAL CREDIT TO PURCHASER AT CLOSING $30,964.96
==========
</TABLE>
Notes
--------
(1) Proration is based on the actual 1994 tax bills. Upon receipt of the actual
1995 Real Estate Tax bills, Purchaser and Seller agree to reprorate if
necessary.
(2) 1995 taxes are due in two equal installments on August 15, 1995 and
November 15, 1995.
(3) All taxes are assessed based upon a calender tax year.
<PAGE>
SCHEDULE B
- -------------------------------------------------------------------------------
TUCKERSTONE COMMONS
SECURITY DEPOSIT RECONCILIATION
PRORATION MADE AS OF: CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
- -------------------------------------------------------------------------------
SUITE TENANT RENT SECURITY
# NAME CHARGES DEPOSIT
- -------------------------------------------------------------------------------
2486 B American Dynamic Import/Export, Inc. $1,825.00
2496 D Brains II 2,273.33
2498 A Copyrite Copier Service 2,851.04
2530 D Corona Engineering and Consulting, Inc. 2,109.50
2484 A Country Pet Supply, Inc. 2,084.20
2540 E Diamond Power Specialty 0.00
2496 A Food Ingredient Sales, Inc. 1,416.67
4660 B Georgia Stage, Inc. 1,501.33
4662 B Glenn Harp & Sons, Inc. 5,750.00
4662 A I&D Group, Inc. 3,500.00
4660 A Iso-Graphics, Inc. 0.00
2530 C L & S Industries, Inc. 2,083.00
2496 C L. M. Getz Company 1,314.00
4660 D Neon Enginering Group, Inc. 2,375.00
2498 B Rumesley Corporation 1,580.00
2496 B Southern Asbestos Service 1,250.00
4660 C Telecom Services Group, Inc. 1,453.64
2540 A,B,C, Tucker Technology 6,000.00
2530 A Uni-Sky Corporation 2,748.96
2530 B Ward Technical Sales, Inc. 1,458.33
----------
$43,574.00
==========
<PAGE>
11:33 AM 6/16/95
SCHEDULE C
- --------------------------------------------------------------------------------
TUCKERSTONE COMMONS
PRORATION OF SERVICE CONTRACTS, COMMISSIONS, AND TENANT IMPROVEMENTS
PRORATION MADE AS OF: CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
- --------------------------------------------------------------------------------
SERVICE CONTRACTS
<TABLE>
<CAPTION>
--BILLING PERIOD-- # OF DAYS
VENDOR NAME PAYMENT BEGIN END TO CREDIT
- -----------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C>
PAID BY SELLER [1]
Arrow Exterminators, Inc. 2,480.00 08/01/94 07/31/95 45 305.75
Maple Leaf Lawn Services, Inc. 1,300.00 06/01/95 06/30/95 14 606.67
Royal Atlanta Business Park 641.40 04/01/95 09/30/95 106 371.52
---------
CREDIT DUE TO SELLER $1,283.94
---------
[1] All June Service Contracts have already been paid or are in the process of being paid by Seller.
</TABLE>
COMMISSIONS
<TABLE>
<CAPTION>
--BILLING PERIOD-- # OF DAYS
SUITE TENANT COMMISSION BEGIN END TO CREDIT
- ----------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C>
2486 B American Dynamic Import/Export, Inc. 91.25 06/01/95 06/30/95 14 42.58
2496 D Brains II 124.67 06/01/95 06/30/95 14 58.18
2498 A Copyrite Copier Service 213.83 06/01/95 06/30/95 14 99.79
2530 D Corona Engineering and Consulting 0.00 06/01/95 06/30/95 14 0.00
2484 A Country Pet Supply, Inc. 213.66 06/01/95 06/30/95 14 99.71
2540 E Diamond Power Specialty 218.85 06/01/95 06/30/95 14 102.13
2496 A Food Ingredient Sales, Inc. 195.78 06/01/95 06/30/95 14 91.36
4660 B Georgia Stage, Inc. 86.64 06/01/95 06/30/95 14 40.43
4662 B Glenn Harp & Sons, Inc. 282.71 06/01/95 06/30/95 14 131.93
4662 A I&D Group, Inc. 175.00 06/01/95 06/30/95 14 81.67
4660 A Iso-Graphics, Inc. 0.00 06/01/95 06/30/95 14 0.00
2530 C L & S Industries, Inc. 101.56 06/01/95 06/30/95 14 47.39
2496 C L. M. Getz Company 80.46 06/01/95 06/30/95 14 37.55
4660 D Neon Enginering Group, Inc. 162.54 06/01/95 06/30/95 14 75.85
2498 B Rumesley Corporation 86.25 06/01/95 06/30/95 14 40.25
2496 B Southern Asbestos Service 0.00 06/01/95 06/30/95 14 0.00
4660 C Telecom Services Group, Inc. 0.00 06/01/95 06/30/95 14 0.00
2540 A,B,C,D Tucker Technology 581.25 06/01/95 06/30/95 14 271.25
2530 A Uni-Sky Corporation 137.45 06/01/95 06/30/95 14 64.14
2530 B Ward Technical Sales, Inc. 72.92 06/01/95 06/30/95 14 34.03
- ----------------------------------------------------------------------------------------------------------------
2,824.82
CREDIT DUE TO SELLER 1,318.25
--------
</TABLE>
TENANT IMPROVEMENTS
<TABLE>
<C> <S> <C> <C> <C>
L. M. GETZ Total Amount of Tenant Improvement 6,480.00
Seller's Share of Tenant Improvement 47/ 1,096 Days .04288
---------
CREDIT DUE TO PURCHASER 277.88
---------
TOTAL CREDIT DUE SELLER $2,324.31
=========
</TABLE>
<PAGE>
11:33 AM 6/16/95
SCHEDULE D
- --------------------------------------------------------------------------------
TUCKERSTONE COMMONS
MONTHLY RENT RECONCILIATION
PRORATION MADE AS OF: CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONTHLY MONTHLY
SUITE TENANT RENT COST TOTAL BEGIN END
# NAME CHARGES RECOVERY CHARGES DATE DATE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
2486 B American Dynamic Import/Export, Inc. 1,825.00 60.00 1,885.00 06/01/95 06/30/95
2496 D Brains II 2,493.33 88.00 2,581.33 06/01/95 06/30/95
2498 A Copyrite Copier Service 2,851.04 97.75 2,948.79 06/01/95 06/30/95
2530 D Corona Engineering and Consulting, Inc. 2,812.00 90.00 2,902.00 06/01/95 06/30/95
2484 A Country Pet Supply, Inc. 4,273.17 154.45 4,427.62 06/01/95 06/30/95
2540 E Diamond Power Specialty 4,377.00 328.15 4,705.15 06/01/95 06/30/95
2496 A Food Ingredient Sales, Inc. 2,610.42 89.50 2,699.92 06/01/95 06/30/95
4660 B Georgia Stage, Inc. 1,732.70 56.30 1,789.00 06/01/95 06/30/95
4662 B Glenn Harp & Sons, Inc. 5,654.17 0.00 5,654.17 06/01/95 06/30/95
4662 A I&D Group, Inc. 3,500.00 120.00 3,620.00 06/01/95 06/30/95
4660 A Iso-Graphics, Inc. 3,484.83 119.38 3,604.21 06/01/95 06/30/95
2530 C L & S Industries, Inc. 4,062.50 150.00 4,212.50 06/01/95 06/30/95
2496 C L. M. Getz Company 1,609.20 43.20 1,652.40 06/01/95 06/30/95
4660 D Neon Enginering Group, Inc. 3,250.70 0.00 3,250.70 06/01/95 06/30/95
2498 B Rumesley Corporation 1,725.00 60.00 1,785.00 06/01/95 06/30/95
2496 B Southern Asbestos Service 1,500.00 45.00 1,545.00 06/01/95 06/30/95
4660 C Telecom Services Group, Inc. 1,950.69 56.27 2,006.96 06/01/95 06/30/95
2540 A,B,C,D Tucker Technology 7,750.00 260.00 8,010.00 06/01/95 06/30/95
2530 A Uni-Sky Corporation 2,748.96 101.50 2,850.46 06/01/95 06/30/95
2530 B Ward Technical Sales, Inc. 1,458.33 50.00 1,508.33 06/01/95 06/30/95
- ---------------------------------------------------------------------------------------------------------------
20 $61,669.04 $1,969.50 $63,638.54
JUNE BUYER'S SELLER'S
SUITE TENANT CHARGES PRORATA PRORATA
# NAME PAID SHARE SHARE
- ---------------------------------------------------------------------------------------------------------------
2486 B American Dynamic Import/Export, Inc. 1,885.00 879.67 1,005.33
2496 D Brains II 2,581.33 1,204.62 1,376.71
2498 A Copyrite Copier Service 2,948.79 1,376.10 1,572.69
2530 D Corona Engineering and Consulting, Inc. 0.00 0.00 0.00
2484 A Country Pet Supply, Inc. 4,427.62 2,066.22 2,361.40
2540 E Diamond Power Specialty 4,705.15 2,195.74 2,509.41
2496 A Food Ingredient Sales, Inc. 2,699.92 1,259.96 1,439.96
4660 B Georgia Stage, Inc. 1,789.00 834.87 954.13
4662 B Glenn Harp & Sons, Inc. 5,654.17 2,638.61 3,015.56
4662 A I&D Group, Inc. 3,620.00 1,689.33 1,930.67
4660 A Iso-Graphics, Inc. 0.00 0.00 0.00
2530 C L & S Industries, Inc. 4,212.50 1,965.83 2,246.67
2496 C L. M. Getz Company 1,652.40 771.12 881.28
4660 D Neon Enginering Group, Inc. 3,250.70 1,516.99 1,733.71
2498 B Rumesley Corporation 1,785.00 833.00 952.00
2496 B Southern Asbestos Service 0.00 0.00 0.00
4660 C Telecom Services Group, Inc. 0.00 0.00 0.00
2540 A,B,C,D Tucker Technology 8,010.00 3,738.00 4,272.00
2530 A Uni-Sky Corporation 2,827.31 1,319.41 1,507.90
2530 B Ward Technical Sales, Inc. 1,508.33 703.89 804.44
- ---------------------------------------------------------------------------------------------------------------
20 $53,557.22 $24,993.36 $28,563.86
</TABLE>
<PAGE>
SCHEDULE E
- --------------------------------------------------------------------------------
TUCKERSTONE COMMONS
TENANT RECEIVABLES
PRORATION MADE AS OF: CLOSE OF BUSINESS, FRIDAY, JUNE 16, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
AMOUNT PURCHASER'S SELLER'S
SUITE # TENANT NAME DATE ITEM OUTSTANDING SHARE SHARE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
2530-D Corona Engineering 6/1/95 Base Office Rent $2,812.00 $1,312.27 $1,499.73
CAM 90.00 42.00 48.00
4662-A I & D Group 2/23/95 Charge For Water 77.87 0.00 77.87
4660-A Iso-Graphics 5/1/94 Base Office Rent 1,266.25 0.00 1,266.25
CAM 119.38 0.00 119.38
6/1/94 Base Office Rent 3,484.83 0.00 3,484.83
CAM 119.38 0.00 119.38
7/1/94 Base Office Rent 3,484.83 0.00 3,484.83
CAM 119.38 0.00 119.38
8/1/94 Base Office Rent 1,236.63 0.00 1,236.63
CAM 42.38 0.00 42.38
2/1/95 Promissory Note 15,763.45 0.00 15,763.45
6/1/95 Base Office Rent 3,484.83 1,626.25 1,858.58
CAM 119.38 55.71 63.67
2496-B Southern Asbestos Services 5/1/95 Base Office Rent 1,500.00 0.00 1,500.00
CAM 45.00 0.00 45.00
6/1/95 Base Office Rent 1,500.00 700.00 800.00
CAM 45.00 21.00 24.00
4660-C Telecom ServicesGroup, Inc 6/1/95 Base Office Rent 1,950.69 910.32 1,040.37
CAM 56.27 26.26 30.01
2530-A Uni-Sky Corporation 6/9/95 Utility Charge 23.15 0.00 23.15
------------------------------------
$37,340.70 $4,693.81 $32,646.89
====================================
</TABLE>
<PAGE>
SCHEDULE F
Purchaser hereby discloses to Seller that: (i) this purchase and sale
transaction is the second part of an Exchange of Real Estate by Purchaser under
Section 1031 of the Internal Revenue Code and associated Regulations, and (ii)
the net amount of Seller's funds to be delivered by Seller to Purchaser (other
than the net loan proceeds and the earnest money) are being delivered by
Fidelity National Bank, as the "Qualified Intermediary" under the terms of an
Escrow Agreement between said Fidelity National Bank and Purchaser.
Notwithstanding the provisions of that certain Real Estate Sale Agreement dated
as of the 22nd day of March, 1995, as amended, by and between Seller and
Purchaser with respect to this purchase and sale transaction (the "Contract"),
Purchaser hereby agrees to indemnify, defend (with counsel reasonably acceptable
to the "Indemnitees" (as hereinafter defined)) and hold harmless, each of Seller
and its respective direct and indirect partners, and the respective officers,
directors, shareholders, employees and agents of each of the foregoing
(collectively, the "Indemnitees"), from and against any and all claims,
obligations, costs, expenses, losses and damages of whatever nature, at law, in
equity or otherwise, whether accrued or unaccrued, known or unknown, suspected
or unsuspected (including, without limitation, reasonable attorneys' fees
incurred by any one or more of the Indemnitees in connection therewith) asserted
against or incurred or suffered by any one or more of the Indemnitees by reason
of the exchange of real estate transaction described above.
