<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) May 21, 1999
--------------------------------
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-12946 59-2255857
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two North Riverside Plaza, Suite 1000, Chicago, Illinois 60606-2607
- --------------------------------------------------------------------------------
(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 77 pages.
The Exhibit Index is located on page 3.
<PAGE>
ITEM 2. DISPOSITION OF ASSETS
Indianapolis Mall Associates a joint venture in which First Capital Income
Properties, Ltd. - Series IX (the "Registrant") owns a 50% interest, sold its
interest in the real property commonly known as Glendale Center Shopping Mall
("Glendale"), located in Indianapolis, Indiana to Glendale Centre, LLC, an
Indiana limited liability company.
The closing of this transaction occurred on May 21, 1999. Glendale was sold for
cash to an unrelated party pursuant to arm's-length negotiations. The sale price
was $15,700,000. The Registrant's share of net Sale Proceeds was approximately
$2,900,000, which was net of actual and estimated closing expenses and the
repayment of the mortgage loan encumbering the property. For the quarter ending
June 30, 1999, the Registrant will record a net gain for financial reporting
purposes of approximately $35,000 from this transaction. The Registrant will
distribute $2,900,000 or $29.00 per Unit on November 30, 1999 to Limited
Partners of record as of May 21, 1999.
ITEM 5. OTHER EVENTS
In connection with the sale of Glendale, the remaining real estate asset of the
Registrant, the Managing General Partner believes that the Registrant's need for
cash reserves has been lessened. Accordingly, the Partnership has declared a
special distribution in the amount of $133.00 per Unit to be paid on November
30, 1999 to Limited Partners of record as of May 21, 1999.
The Managing General Partner will now begin the process of wrapping-up the
Partnership's affairs. This process, which is expected to last at least twelve
months, includes resolution of all post-closing property and Partnership
matters. Following the resolution of post-closing property matters and the
establishment of a reserve for contingencies and wrap-up expenses, the Managing
General Partner will make a liquidating distribution to Partners.
Page 2
<PAGE>
ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(page 5) Pro Forma Financial Information
Exhibits
2.1 (page 10) Real Estate Purchase and Sale Agreement, executed on
February 25, 1998, between Indiana Mall Associates ("Seller") and
Glendale Center, LLC, an Indiana limited liability company
("Purchaser").
2.2 (page 38) First Amendment to Real Estate Purchase and Sale
Agreement executed on June 24, 1998, between Seller and Purchaser.
2.3 (page 40) Second Amendment to Real Estate Purchase and Sale
Agreement executed on July 25, 1998, between Seller and Purchaser.
2.4 (page 42) Third Amendment to Real Estate Purchase and Sale
Agreement executed on July 31, 1998, between Seller and Purchaser.
2.5 (page 44) Fourth Amendment to Real Estate Purchase and Sale
Agreement executed on August 7, 1998, between Seller and
Purchaser.
2.6 (page 46) Fifth Amendment to Real Estate Purchase and Sale
Agreement executed on October 5, 1998, between Seller and
Purchaser.
2.7 (page 49) Sixth Amendment to Real Estate Purchase and Sale
Agreement executed on October 20, 1998, between Seller and
Purchaser.
2.8 (page 51) Seventh Amendment to Real Estate Purchase and Sale
Agreement executed on October 20, 1998, between Seller and
Purchaser.
2.9 (page 53) Eighth Amendment to Real Estate Purchase and Sale
Agreement executed on November 10, 1998, between Seller and
Purchaser.
2.10 (page 55) Ninth Amendment to Real Estate Purchase and Sale
Agreement executed on November 17, 1998, between Seller and
Purchaser.
2.11 (page 59) Tenth Amendment to Real Estate Purchase and Sale
Agreement executed on January 19, 1999, between Seller and
Purchaser.
2.12 (page 62) Eleventh Amendment to Real Estate Purchase and Sale
Agreement executed on February 25, 1999, between Seller and
Purchaser.
2.13 (page 66) Closing Statement, dated May 21, 1999, between the
Seller and Purchaser.
No information is required under Items 1, 3, 4, 6 and 8; therefore, those Items
have been omitted.
Page 3
<PAGE>
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 IX
By: FIRST CAPITAL FINANCIAL CORPORATION
As Managing General Partner
June 4, 1999 By: /s/ NORMAN M. FIELD
- ------------ --------------------------------------------
(Date) NORMAN M. FIELD
Vice President - Finance and Treasurer
Page 4
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sale of Glendale had occurred on March 31, 1999. The accompanying unaudited Pro
Forma Statement of Income and Expenses for the three months ended March 31, 1999
has been presented as if the sale of Glendale had occurred on December 31, 1998.
The accompanying unaudited Pro Forma Statement of Income and Expenses for the
year ended December 31, 1998 has been presented as if the sales of Glendale and
Shoppes of West Melbourne ("Shoppes") (sold February 1998) and the 1998 post
closing activity relating to the 1997 sales of Richmond Plaza Shopping Center
("Richmond") and Citrus Center had occurred on December 31, 1997. In the opinion
of the Managing General Partner, all adjustments necessary to reflect the
financial condition and results of operations of the Registrant exclusive of
Glendale, Shoppes, Richmond and Citrus Center 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 March 31, 1999 and December 31, 1998 and
1997, nor do they purport to represent the results of operations of the
Registrant for future periods.
Page 5
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
<TABLE>
<CAPTION>
ASSETS March 31, 1999
------------------------------------------------------
Pro Forma
Balance Pro Forma Balance
Sheet Adjustments Sheet
------------ ------------ -----------
<S> <C> <C> <C>
Investment in commercial rental property:
Land $ 2,887,600 $ (2,887,600) $ 0
Buildings and improvements 11,994,400 (11,994,400) 0
------------ ------------ -----------
14,882,000 (14,882,000) 0
Accumulated depreciation and amortization (7,116,100) 7,116,100 0
------------ ------------ -----------
Total investment property, net of
accumulated depreciation and amortization 7,765,900 (7,765,900) 0
Cash and cash equivalents 11,043,000 2,428,800 13,471,800
Investment in debt securities 5,647,700 5,647,700
Rents receivable 399,000 (299,400) 99,600
Escrow deposits 224,000 (224,000) 0
Other assets (including loan acquisition costs,
net of accumulated amortization of
$161,900) 58,200 (58,200) 0
------------ ------------ -----------
$ 25,137,800 $ (5,918,700) $19,219,100
============ ============ ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage loan payable $ 4,953,400 $ (4,953,400) $ 0
Accounts payable and accrued expenses 612,900 (499,600) 113,300
Due to Affiliates 50,300 50,300
Security deposits 10,000 (10,000) 0
Distributions payable 166,700 16,200,000 16,366,700
Prepaid rent 183,900 (181,600) 2,300
Earnest money deposit 250,000 (250,000) 0
Other liabilities 231,800 231,800
------------ ------------ -----------
6,459,000 10,305,400 16,764,400
------------ ------------ -----------
Partners' capital:
General Partners 300 300
Limited Partners (100,000 Units
outstanding) 18,678,800 (16,224,400) 2,454,400
------------ ------------ -----------
18,678,800 (16,224,100) 2,454,700
------------ ------------ -----------
$ 25,137,800 $ (5,918,700) $19,219,100
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statements
Page 6
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES IX
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(Unaudited)
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
Three Months Ended March 31, 1999
---------------------------------------------
Pro Forma
Statement of Statement of
Income and Pro Forma Income and
Expenses Adjustments Expenses
------------ ----------- ------------
<S> <C> <C> <C>
Income:
Rental $ 714,900 $ (714,900) $ 0
Interest 194,100 (2,500) 191,600
------------ ----------- ------------
909,000 (717,400) 191,600
------------ ----------- ------------
Expenses:
Interest 124,100 (124,100) 0
Depreciation and amortization 7,000 (7,000) 0
Property operating
Affiliates 3,200 (3,200) 0
Nonaffiliates 193,100 (193,100) 0
Real estate taxes 89,500 (89,500) 0
Insurance--Affiliate 15,100 (15,100) 0
Repairs and maintenance 52,400 (52,400) 0
General and administrative:
Affiliates 6,500 6,500
Nonaffiliates (6,800) (6,800)
------------ ----------- ------------
484,100 (484,400) (300)
------------ ----------- ------------
Net income $ 424,900 $ (233,000) $ 191,900
============ =========== ============
Net income allocated to General Partners $ 16,700 $ (14,800) $ 1,900
============ =========== ============
Net income allocated to Limited Partners $ 408,200 $ (218,200) $ 190,000
============ =========== ============
Net income allocated to Limited Partners
per Unit (100,000 Units outstanding) $ 4.08 $ (2.18) $ 1.90
============ =========== ============
</TABLE>
The accompanying notes are an integral part
of the pro forma financial statements
Page 7
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES IX
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(All dollars rounded to nearest 00s except per Unit amounts)
<TABLE>
<CAPTION>
Year Ended December 31, 1998
-------------------------------------------------------------------
Pro Forma
Current Previous Statement of
Statement of Pro Forma Pro Forma Income and
Income and Adjustments Adjustments Expenses
Expenses (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental $ 3,590,400 $ (3,313,400) $ (277,000) $ 0
Interest 1,460,000 (15,000) 1,445,000
Gain on sale of property 1,991,500 (1,991,500) 0
------------ ------------ ----------- -----------
7,041,900 (3,328,400) (2,268,500) 1,445,000
------------ ------------ ----------- -----------
Expenses:
Interest 616,500 (616,500) 0
Depreciation and amortization 394,900 (363,500) (31,400) 0
Property operating:
Affiliates 46,100 (34,900) (11,200) 0
Nonaffiliates 860,100 (866,100) 6,000 0
Real estate taxes 380,900 (336,200) (44,700) 0
Insurance - Affiliate 53,500 (50,400) (3,100) 0
Repairs and maintenance 234,700 (220,800) (13,900) 0
General and administrative:
Affiliates 35,800 35,800
Nonaffiliates 248,400 (5,300) 243,100
Provision for value impairment 2,000,000 (2,000,000) 0
------------ ------------ ----------- -----------
4,870,900 (4,493,700) (98,300) 278,900
------------ ------------ ----------- -----------
Net income $ 2,171,000 $ 1,165,300 $(2,170,200) $ 1,166,100
============ ============ =========== ===========
Net income allocated to General Partners $ 46,600 $ (13,200) $ (21,700) $ 11,700
============ ============ =========== ===========
Net income allocated to Limited Partners $ 2,124,400 $ 1,178,500 $(2,148,500) $ 1,154,400
============ ============ =========== ===========
Net income allocated to Limited
Partners per Unit (100,000 Units
outstanding) $ 21.24 $ 11.79 $ (21.49) $ 11.54
============ ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statements
Page 8
<PAGE>
FIRST CAPITAL INCOME PROPERTIES, LTD.--SERIES IX
Notes to Pro Forma Balance Sheet and
Pro Forma Statements of Income and Expenses
(Unaudited)
1) For the purpose of the Pro Forma Balance Sheet:
a) the accounts for land, buildings and improvements, accumulated depreciation
and amortization, rents receivable, escrow deposits, other assets, accounts
payable and accrued expenses, security deposits, prepaid rent and earnest money
deposit have been adjusted as of March 31, 1999 to reflect the sale of the
Registrant's interest in Glendale.
b) Cash and cash equivalents has been adjusted to include the net Sales Proceeds
received by the Registrant from the Purchaser of Glendale.
c) Distributions payable has been adjusted to reflect the amount of the special
distribution of Glendale Sale Proceeds and the special distribution of a portion
of the amounts held for working capital purposes to Limited Partners as if such
special distributions had been declared as of March 31, 1999.
d) Mortgage loan payable has been adjusted to reflect the repayment of the
mortgage loan encumbering Glendale.
2) For the purpose of the Pro Forma Statements of Income and Expenses for the
three months ended March 31, 1999 and for the year ended December 31, 1998, the
adjustments to the income and expenses reflect the Registrant's interest in the
operations of Glendale and Shoppes, the 1998 post closing operating results of
Richmond and Citrus Center and gain on the sale of Shoppes.
Page 9
<PAGE>
EXHIBIT 2.1
REAL ESTATE PURCHASE AND SALE AGREEMENT
---------------------------------------
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into as of the Effective Date (as hereinafter defined) by and between
Glendale Centre, LLC, an Indiana limited liability company, and/or its
successors or assigns (hereinafter referred to as "Purchaser"), and Indianapolis
Mall Associates, an Indiana general partnership, and/or its successors or
assigns (hereinafter referred to as "Seller"), and WITNESSES:
WHEREAS, Seller is the owner of certain parcels of real property (the
"Land") located generally in the southeast quadrant of Keystone Avenue and 62nd
Street, Indianapolis, Indiana, being more particularly described and/or depicted
on Exhibit "A" attached hereto and made a part hereof by reference hereto, and
is the owner of certain improvements, structures and fixtures located on the
Land which is commonly known as the Glendale Mall and/or Glendale Shopping
Center, and is the owner of certain furnishings, fixtures, equipment, tangible
personal property and intangible property either contained therein or used in
connection therewith; and
WHEREAS, Purchaser is desirous of purchasing such real property and
personal property subject to the conditions and agreements hereinafter set
forth, and Seller is agreeable to such sale and to such conditions and
agreements.
NOW, THEREFORE, in consideration of the premises and the respective
undertakings of the parties hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which consideration are hereby
acknowledged, it is hereby agreed as follows:
I.
--
SALE AND PURCHASE
-----------------
1.1. In consideration of the Purchase Price (as hereinafter defined) and
upon the terms and conditions hereinafter set forth, Seller shall sell to
Purchaser and Purchaser shall purchase from Seller:
1.1.1. The Land, together with all rights, tenements, hereditaments
and appurtenances pertaining to such real estate, including, without
limitation, any and all rights of Seller in and to any land lying in the
bed of any street, road or avenue, open or proposed, in front of or
adjoining such real property to the center line thereof to the extent
included in the legal description of the Land, but subject to public
rights-of-way and easements; any strips and gores of land adjacent to,
abutting or used in connection with such real property; any easements and
rights, if any, inuring to the benefit of such real property or to Seller
in connection therewith; and any and all rights in and to any leases,
licenses or other assets of any type or nature pertaining to such real
property. Notwithstanding the legal descriptions attached hereto in Exhibit
"A", the Land shall be deemed to include all real property in which Seller
holds title or an interest comprising or benefitting the commercial
shopping center business identified above, and the legal description of the
Land shall be reformed, if required, upon completion of the Survey as
provided in Section 5.1.2 hereof to include all such real property.
1.1.2. All improvements, structures and fixtures owned by Seller and
placed, constructed or installed on the Land, (the "Improvements");
1.1.3. All equipment, furnishings, materials, inventory, supplies and
other tangible personal property (the "Personal Property") owned by Seller
and placed, installed on or used in or about the Land or Improvements and
used as part of or in connection therewith, including, without limitation
to the extent in Seller's possession, all leases or other occupancy
agreements, keys, leasing materials, records relating to leases (to the
extent available), security deposits, prepaid rentals and service
contracts, maintenance agreements, bonds, warranties, guaranties and
telephone exchange numbers (to the extent such items are transferable and
Purchaser elects to assume the same) relating to the Improvements; and
1.1.4. All intangible property (the "Intangible Property") now or
hereafter owned by or held by Seller in connection with the Land,
Improvements or Personal Property or the commercial shopping center
business now conducted thereon and the right to the use thereof, including,
but not limited to, the right to the use of the trade names of "Glendale
Mall" and/or "Glendale Shopping Center" and the goodwill relating thereto.
1.2. The Land, Improvements, Personal Property and Intangible Property
shall be referred to collectively herein as the "Property" or the "Project."
II.
---
PURCHASE PRICE AND EARNEST MONEY
--------------------------------
2.1. The purchase price for the Property is Twenty-Two Million Five Hundred
Thousand Dollars ($22,500,000.00) (the "Purchase Price") which shall be payable
in the manner set forth in Article III below.
2.2. Earnest Money (herein so called) in the amount of Five Hundred
Thousand Dollars ($500,000.00) by letter of credit, in form approved by Seller
prior to the Effective Date, or by wire transfer, shall be deposited in escrow
with Chicago Title Insurance Company (the "Title Company") within five (5) days
of the Effective Date of this Agreement. All of the Earnest Money shall be
applied at Closing in the manner provided in Article III below. All Ernest Money
deposited in good funds pursuant hereto shall be placed in an interest-bearing
account, pursuant to the instructions of Purchaser, with all interest accruing
thereon being for the account of, and payable to, Purchaser in all events, and
Purchaser may withdraw such interest at any time, and from time to time, as it
may elect.
III.
----
PAYMENT OF PURCHASE PRICE
-------------------------
3.1. The Purchase Price shall be payable in cash, by wire transfer,
cashier's or certified check or other funds acceptable to the Title Company for
immediate disbursement at Closing and shall be paid by Purchaser for receipt by
Seller no later than 2:00 p.m. Chicago time on the Closing Date.
3.2. All of the cash Earnest Money shall be applied at Closing to the cash
due on such date in accordance with Section 3.1 or if the Earnest Money consists
of a letter of credit, the letter of credit shall be returned to Purchaser.
<PAGE>
IV.
CLOSING
-------
4.1. The closing of the transaction contemplated herein shall be held on
the date fifteen (15) days after the end of the Review Period or such earlier
date as may be designated by Purchaser and agreed to by Seller (the "Closing
Date" or the "Closing"). The Closing shall be held at the offices of the Title
Company, or at such other location as may be acceptable to both parties. The
procedure to be followed by the parties in connection with the Closing shall be
as follows:
4.1.1. At the Closing the Seller shall cause to be delivered to the
Title Company (sometimes herein referred to as the "Escrow Agent") or to
Purchaser, as applicable, the items, documents and instruments specified
herein in form reasonably acceptable to Purchaser (with the forms of the
Deed, Assignment of Leases, Bill of Sale, Tenant Notice Letter and evidence
provided for in 4.1.1.5 below being agreed upon prior to the expiration of
the Review Period), each being duly executed and acknowledged, and in
recordable form, where required:
4.1.1.1. A special warranty deed (the "Deed") dated as of the
Closing Date, conveying good merchantable and insurable fee simple
title to the Property, free from all liens, encumbrances,
restrictions, claims, rights-of-way and other matters, excepting only
the Permitted Exceptions (hereinafter defined) in favor of Purchaser
or its assignee.
4.1.1.2. An assignment of leases dated as of the Closing Date in
favor of Purchaser or its assignee assigning all tenant, commercial
and other leases (the "Assignment of Leases"), security deposits and
prepaid rents, possessory rights and interests covering all or any
part of the Land, Improvements or Personal Property.
4.1.1.3. A blanket conveyance, bill of sale and assignment
without warranty other than a limited warranty as to title (the "Bill
of Sale"), conveying and assigning to Purchaser all Personal Property
in an "as is, where is" condition (which shall include, but not be
limited to, all Personal Property indicated in any inventory delivered
to Purchaser in accordance with Section 5.1.4 hereof), and all
Intangible Property, including all names, designs, trademarks and
logos, and assigning to Purchaser such service contracts, maintenance
agreements and other contracts and agreements as are disclosed in
writing during the Review Period to Purchaser and are not required by
Purchaser during the Review Period to be terminated at Closing, and
such other agreements to be assumed by Purchaser at its sole election
which may be in force with regard to the Property.
4.1.1.4. A rent roll (the "Rent Roll Certificate") for the
Project, and an aging statement (the "Aging Statement Certificate"),
and a detailed operating expense statement for the current operating
year through the Closing Date and a list of the reimbursements from
tenants for the same year, each certified by Seller to be true and
correct as of the Closing Date to the best of its knowledge and
belief.
4.1.1.5. Evidence reasonably acceptable to Purchaser and Title
Company, authorizing the consummation by Seller of the purchase and
sale transaction contemplated hereby and the execution and delivery of
the closing documents on behalf of Seller, including the authority of
Seller to execute and deliver such closing documents, and the valid
execution of such closing documents on behalf of Seller.
4.1.1.6. All keys to all locks on the Property in the possession
of Seller and all documents in the possession of Seller pertaining to
general maintenance records, the last two (2) years' accounting
records of the Property, including, but not limited to, all original
leases, applications and credit reports relating to each such tenant
in each case unless already delivered prior thereto.
4.1.1.7. To the extent in Seller's possession or control, all
necessary permits issued by appropriate governmental authorities and
utility companies when the Improvements were completed, including,
without limitation, copies of the applicable certificates of
occupancy, zoning and site plan approvals in each case unless already
delivered prior thereto.
4.1.1.8. To the extent in Seller's possession or control, all
plans, specifications, mechanical, electrical and plumbing layouts,
operating manuals, warranties and guaranties, leasing information and
the like in the possession of Seller and utilized in connection with
the operation of the Property in each case unless already delivered
prior thereto.
4.1.1.9. Current real estate tax statements and, to the extent in
Seller's possession or control, tax certificates for previous years,
together with all information and records and a limited assignment of
any pending tax appeal proceeds allocable to (i) periods after closing
and (ii) periods prior to closing to the extent such proceeds are
reimbursable to tenants, in each case, consistent with Section 9.1.
4.1.1.10. Such documents as may be reasonably required to
withdraw Seller's right to use the trade name of the Property or to
assign such rights to Purchaser.
4.1.1.11. Executed copies of a notice to tenants relating to the
assignment of the Leases to Purchaser and a general direction relating
to the payment of rent and transfer of security deposits under the
Leases. Such notice may be a joint notice from Purchaser and Seller
(the "Tenant Notice Letter"), if Purchaser so elects.
4.1.1.12. Written termination agreements, terminating as of the
Closing Date, at no cost to Seller or Purchaser (except as set forth
below), all management, leasing, brokerage and other contracts and
agreements between Seller and third parties not accepted by Purchaser
(prior to expiration of the
-2-
<PAGE>
Review Period) and assigned to Purchaser; provided, however, that
Purchaser shall be responsible for all sums due under such contracts
between the Closing Date and the date such terminations take effect.
4.1.1.13. Such other documents, affidavits, instruments as
reasonably requested by Purchaser or Escrow Agent to effect the sale
as herein intended and the Issuance of the Owner's Title Policy,
including a closing settlement statement (the "Closing Statement"),
making such prorations and adjustments as required under this
Agreement.
4.1.2. At the Closing, the Purchaser, or its assignee, shall cause to
be delivered to the Title Company (i) funds payable to the Title Company
representing the cash payment due in accordance with Article III hereof,
less the cash Earnest Money already deposited and plus or minus prorations
under the Closing Statement (consistent with this Agreement), (i) evidence
reasonably acceptable to Seller and Title Company, authorizing the
consummation by Purchaser of the purchase and sale transaction contemplated
hereby and the execution and delivery of the closing documents on behalf of
Purchaser, including the authority of Purchaser to execute and deliver such
closing documents, and the valid execution of such closing documents on
behalf of Purchaser, and (iii) executed counterparts of the Assignment of
Leases and Bill of Sale whereby Purchaser accepts and assumes all
obligations and liabilities of Seller from and after the date of Closing
with respect to all leases, service contracts, maintenance agreements and
other contracts and agreements specified on exhibits to such agreement.
Purchaser shall indemnify and hold Seller harmless from any and all liens,
claims and causes of action filed or asserted against Seller arising from
or related to any actions or events under such leases, contracts or
agreements accepted and assumed by Purchaser relating to periods from and
after the date of Closing, including but not limited to reasonable
attorneys' fees as may be required.
4.2. Upon the completion of the deliveries specified in Section 4.1 above,
the Escrow Agent shall be authorized to simultaneously cause the appropriate
closing documents to be immediately recorded in the appropriate records of
Marion County, and shall deliver the balance of the proceeds from the sale in
accordance with the Closing Statement.
4.3. As a condition precedent to Closing, Purchaser shall receive from the
Title Company a Standard Owner's Policy of Title Insurance (1992 ALTA Form B)
(the "Owner's Title Policy") dated as of the Closing date, (which may include a
Title Binder suitably "marked" and signed by a Title Company officer) in the
full amount of the Purchase Price, wherein the Title Company shall insure that
fee simple title to the Project is vested in Purchaser, containing no exceptions
to such title other than the Permitted Exceptions (hereinafter defined), with
the survey exception and other standard printed exceptions deleted and with such
endorsements as Purchaser may reasonably request prior to expiration of the
Review Period. Any exception for parties in possession of the Property shall be
limited to rights of tenants in possession, as tenants only.
4.4. Purchaser shall pay the cost of the Commitment and Owner's Title
Policy provided for above up to forty cents ($.40) per one thousand dollars
($1000) of coverage as well as all costs incurred by Purchaser in connection
with Purchaser's due diligence investigation of the Property, and Seller shall
pay any title insurance costs in excess of those paid by Purchaser as well as
all recording costs, documentary/deed stamps, transfer fees or intangible tax on
the conveyance, if any, and, except as otherwise provided herein, all other
escrow and closing costs shall be allocated to and paid by Seller and Purchaser
in accordance with the manner in which such costs are customarily borne by such
parties in sales of similar property in Indiana, on the date of Closing;
provided, however, each party shall pay its own attorneys' fees. All escrow and
survey costs are to be shared equally by Seller and Purchaser.
V.
--
REQUIREMENTS AND CONDITIONS
---------------------------
5.1. Upon execution of this Agreement, Purchaser and/or Seller, as the case
may be, shall perform the following within the time stated, each of which shall
be a condition precedent to Closing unless waived by the party benefitting
therefrom:
5.1.1. Within twenty (20) days after the date hereof, Seller shall
cause to be delivered to Purchaser a current commitment for title insurance
(the "Commitment"), issued by the Title Company and committing to issue to
Purchaser the Owner's Title Policy showing Seller's title to the Property
to be good and indefeasible, together with true, correct and legible copies
of all items and documents referred to therein or constituting exceptions
thereunder. Purchaser shall have until the end of the Review Period to
examine the condition of title and approve or disapprove the same, as well
as to determine the availability of such endorsements as Purchaser may
require in its discretion. Only (i) those items relating to the title to
the Property or the Commitment waived by Purchaser as a result of the
objection and cure provisions set forth in this Section 5.1.1 or those
matters waived pursuant to Section 5.1.2 relating to the Survey (as
hereinafter defined), (ii) taxes for the year of Closing not yet due and
payable, and for subsequent years and (iii) all building or zoning
ordinances affecting the Property, shall be referred to as the "Permitted
Exceptions". In the event that Purchaser disapproves of all or any item
referred to in the Commitment, or is unable to obtain any endorsement,
Seller shall have a period of fifteen (15) days after notice of such
disapproval within which to cure or remove such exceptions or obtain such
endorsement (such endorsements being Purchaser's expense). In the event
Seller fails or refuses to cure all of such items within such fifteen (15)
day cure period or obtain such endorsement,
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Purchaser shall have the eight to terminate this Agreement, whereupon the Title
Company is hereby authorized to, and shall upon request of Purchaser, return to
Purchaser all Earnest Money that has been theretofore paid or deposited by
Purchaser to it under or in connection with this Agreement, and the parties
hereto shall be released from all obligations hereunder. In the alternative, at
the request of Purchaser, Seller shall deliver the title to the Property in its
existing condition and Purchaser shall, by acceptance of such title, waive any
objections to such title which have not been cured except as to warranties
contained in the documents of conveyance. If any additional exceptions to title
arise between the date of the Commitment or the Survey and the Closing,
Purchaser shall have five (5) business days after its receipt of written notice
of same and applicable revisions to the Commitment and Survey within which to
notify Seller of any such exceptions to title to which Purchaser objects. Any
such exceptions to title not objected to by Purchaser as aforesaid shall become
Permitted Exceptions. If Purchaser objects to any such exceptions to title,
Seller shall have until Closing (but in any event at least ten (10) days after
it receives notice of Purchaser's objection(s), and if such 10-day period
extends beyond Closing, then the date for Closing shall be extended accordingly)
to remove or insure over such exceptions to title by waiver or endorsement by
the Title Insurer. If Seller fails to remove or insure over any such exceptions
to title as aforesaid, Purchaser may, as its sole and exclusive remedy,
terminate this Agreement and obtain a return of the Earnest Money, except as to
exceptions caused by the acts of Seller, as to which Seller shall be obligated
to remove or Insure over such exceptions at its expense prior to the Closing
Date, which obligation is specially enforceable hereunder and the date for
Closing shall be extended accordingly. If Purchaser does not elect to terminate
this Agreement, Purchaser shall consummate the Closing and accept title to the
Property subject to all such exceptions to title not otherwise removed or
insured over (in which event, all such exceptions to title shall be deemed
"Permitted Exceptions").
5.1.2. Within five (5) days after the date hereof, Seller, at Seller's sole
cost and expense, shall cause to be furnished to Purchaser, to the extent in
Seller's possession or control, a true and complete copy of Seller's surveys of
the Property. Within twenty (20) days after the date hereof, Seller, at its
sole cost and expense shall cause to be furnished to Purchaser a survey (the
"Survey") of the Property prepared by a duly licensed land surveyor acceptable
to the Title Company and Purchaser. The Survey shall be dated and certified not
earlier than the date of this Agreement, shall show the location of the
Property, the Improvements, building and set-back lines, fences, ponds, creeks,
streams, rivers, officially designated 100-year flood plains and flood prone
areas, canals, watercourses, easements, roads, rights-of-way, encroachments and
such other exceptions located on the Property as may be described in the
Commitment, and shall contain a legal description of the boundaries of the
Property metes and bounds which shall also include a reference to the recorded
plat, if any. The Survey and certificate shall be completed in accordance with
the Minimum Standard Detail Requirements for an ALTA/ACSM Land Title Survey
(1992), pursuant to the accuracy requirements of a Class A Urban Survey,
including optional Table A requirements 1-4, 6-11 and 13). Purchaser shall have
until the expiration of the Review Period to approve or disapprove the Survey.
In the event that Purchaser disapproves of all or any item referred to in the
Survey, Seller shall have a period of fifteen (15) days after notice of
objection thereto within which to cure or remove such items. In the event the
Seller falls or refuses to cure all of such items within such fifteen (15) day
cure period, Purchaser shall have the right to terminate this Agreement,
whereupon the Title Company is hereby authorized to, and shall upon request of
Purchaser, return to Purchaser all Earnest Money that has been theretofore paid
or deposited by Purchaser to it under or in connection with this Agreement, and
the parties hereto shall be released from all obligations hereunder. In the
alternative, Purchaser may waive any objections to such Survey. At Closing,
Purchaser shall reimburse Seller one-half (1/2) of the cost of the Survey.
5.1.3. Attached hereto as Exhibit "D" is a rent roll ("Rent Roll") or the
Project certified by Seller as of the date hereof to be true and correct to the
best of its knowledge and belief.
5.1.4. On or before ten (10) days after the date hereof, Seller shall, to
the extent that such items are in Seller's possession or control, deliver or
otherwise make available to Purchaser for inspection and copying at the Property
or Seller's offices (excepting leases and service contracts, as to which copies
shall be delivered to Purchaser within such ten (10) day period), the following
(provided, however, that Seller shall in no way be obligated to prepare any new
reports in order to supply such information, Seller's obligations hereunder
being limited to such materials as are currently in Seller's possession or
control):
5.1.4.1. A true, correct and complete copy of any and all contracts,
agreements, records, leases, service contracts, construction contracts,
bonds, warranties, guarantees, and employment agreements along with copies
of all building permits and certificates of occupancy relating to or
affecting the Property. Additionally, all correspondence with any tenant(s)
which may have a material impact on such tenant's lease or may pertain to
such tenant's occupancy and/or rental payments and aging statements for all
tenants covering the past two (2) years of rental payments.
5.1.4.2. An inventory by the management company of the Personal
Property and fixtures or if such inventory does not exist, Seller shall use
reasonably diligent efforts to assure the management company's cooperation
so that Purchaser can obtain such information.
5.1.4.3. A true, correct, and complete copy of any notices of any
currently outstanding violations concerning zoning, buildings, health,
fire, safety or other law, ordinance, order or regulation or the
certificate or certificates of occupancy issued for the Property.
5.1.4.4. A true, correct and complete copy of any information
concerning locator and brokerage expenses incurred in connection with
leasing the Project and advertising expenses incurred in connection with
the Project for the past two (2) years.
5.1.4.5. To the extent such records are already kept or compiled by
Seller, detailed breakdown by tenant of all common area maintenance
contributions, insurance refunds, tax contributions, ground lease payments,
base rent, percentage rent and any other income or refunds for years 1995,
1996 and 1997 (as it becomes available).
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5.1.4.6. Operating statements for the Project for the past two (2)
fiscal years.
5.1.4.7. To the extent such records are already kept or compiled
by or on behalf of Seller, a breakdown by tenant for annual sales
volume for the past two (2) calendar years, and a summary for prior
years if available to Seller.
5.1.4.8. A copy of real estate tax statements and receipts for the
preceding two (2) years and the name and telephone number of the
contact person who can and will, at Purchaser's expense, provide
complete files for any contests or appeals of such taxes.
5.1.4.9. Complete architectural drawings and plans and
specifications (the "Plans and Specifications") will be made available
to Purchaser on site, engineering studies, surveys, soils tests,
environmental studies, permits and other reasonable documents such as
are in Seller's possession or control for the Improvements constructed
on the Land.
5.1.5. Purchaser shall have until the end of the Review Period to
examine the items provided Purchaser under Sections 5.1.3 and 5.1.4. In the
event that any of such items are unsatisfactory to Purchaser for any reason
in Purchaser's sole discretion, Purchaser may terminate this Agreement by
written notice to Seller on or before the expiration of such Review Period.
In such event, the Title Company is hereby authorized to, and shall upon
request of Purchaser, return to Purchaser all Earnest Money, if any, that
has been previously paid or deposited by Purchaser to it under or in
connection with this Agreement, and thereupon neither party shall have any
further obligation hereunder, except as in this Agreement specifically set
forth. If Seller shall fail to deliver or make available for inspection any
items in Seller's possession or control, as required, Purchaser shall have
the right to terminate this Agreement prior to the expiration of the Review
Period, and receive an immediate refund of all Earnest Money previously
deposited.
5.2. Not less than ten (10) days prior to Closing, Seller shall furnish to
Purchaser for its review on the approved forms (as provided in Section 4.1)
copies of the proposed Deed, Assignment of Leases, Bill of Sale, Rent Roll
Certificate, authorizing resolutions, Tenant Notice Letter, Closing Statement,
all documents reasonably necessary to satisfy the requirements of the Title
Company and such other documents and instruments reasonably necessary to close
the transaction as herein intended (collectively the "Closing Documents").
5.3. Should the procedures for objection and cure of title and survey
matters, as set forth at Sections 5.1.1 and 5.1.2, extend beyond the date
established as the Closing Date under Section 4.1, the Closing Date, shall be
extended to ten (10) days beyond the last day either party was to act pursuant
to such objection and cure provisions.
5.4. As a condition to Closing, Purchaser shall receive executed and
completed tenant estoppel certificates from the Major Tenants (defined below)
and from Tenants comprising 50% of the remaining retail space leased as of the
Effective Date, such certificates to be addressed to Purchaser and its assigns
and intended mortgagees, if any, and dated not more than forty-five (45) days
prior to the Closing and in the form (a) attached hereto as Exhibit "B" or (b)
that prescribed by the Lease of such Tenant. Seller shall prepare each estoppel
certificate and forward the same to Purchaser for review, and Purchaser shall
have five (5) business days following its receipt of each such estoppel to
approve the same or notify Seller of any required changes thereto before Seller
shall be obligated to submit the same to tenants. Notwithstanding the foregoing,
Seller may choose at its option to satisfy this estoppel certificate requirement
for tenants, other than L.S. Ayres and Lazarus (the "Major Tenants"), occupying
not more than fifty percent (50%) of the retail space leased to tenants other
than the Major Tenants, by furnishing Purchaser a landlord certificate for such
tenants in the form attached as Exhibit "F". Seller's liability under any such
landlord certificate shall terminate upon the earlier of (a) one year after the
Closing Date, unless Purchaser has previously given Seller notice of a claim
related thereto, and (b) the date Purchaser subsequently obtains a satisfactory
estoppel certificate from such tenant in the form prescribed hereby. In the
event that Purchaser shall not receive prior to the Closing Date, such tenant
estoppel certificates or substitute landlord certificates, or in the event that
any certificate received (other than certificates in excess of those required
hereunder) shall be completed in such a manner or with such exceptions or
modifications so as to be a material change, Purchaser shall have the right to
terminate this Agreement on or before the Review Period and, upon such
termination, all Earnest Money, if any, shall be refunded to Purchaser and
thereafter the parties shall have no further liabilities, duties or obligations
hereunder.
5.5. Until one hundred and twenty (120) days after the Effective Date (the
"Review Period") Purchaser shall have the right to have performed any and all
inspections or studies of the Property which Purchaser may desire, including but
not limited to a physical and mechanical inspection of the Property, a
feasibility study of the Property, such environmental audits, reports and tests
as Purchaser or its agents and consultants may request, and an inspection of all
books, records and financial information pertaining thereto; provided, however,
that all information derived from such studies and inspections shall be used
only for the purposes intended herein and Purchaser shall use good faith efforts
to maintain the confidentiality of such information subject to providing same to
Purchaser's proposed lenders, agents, and other third-parties consistent with
purposes as may be required in the furtherance of this Agreement, and if the
Purchaser subsequently elects to terminate this Agreement, the Purchaser shall
return to Seller all information received from Seller with regard to the
Project. If Purchaser shall find such inspections or studies to be
unsatisfactory, for any reason, or if Purchaser otherwise determines that the
Property is not suitable for its intended use, for any reason whatsoever, in
Purchaser's sole discretion, Purchaser shall have the right, at its option, to
terminate this Agreement within said Review Period and, upon such termination,
all Earnest Money previously deposited shall be immediately refunded to
Purchaser and the parties hereto shall have no further liabilities one to the
other, except as herein specifically set forth. By Purchaser, or its authorized
agent or representative, delivering a statement (the "Termination Statement") to
Seller on or before the expiration of the Review Period, Seller hereby directs
and authorizes the Title Company to, and the Title Company shall,
notwithstanding any contrary instructions that Seller may hereafter give,
immediately return any and all Earnest Money to Purchaser without further
inquiry of any sort whatsoever in regard to the Seller, any broker or any other
party in connection with this Agreement and without requiring the execution of
any further release or consent by any party whatsoever. Purchaser shall conduct
such inspections in a manner reasonably calculated not to interfere with the
operations of the Property, shall promptly restore the Property to its original
condition, and shall indemnify and hold Seller harmless from and against any and
all losses, liabilities, claims, causes of action and expenses arising out of
any inspections by Purchaser or its agents
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in accordance with this Section. As a condition to the Closing there shall be no
material physical changes to the Property, excepting only normal wear and tear.
5.6. Purchaser's inspection of the Property 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 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 and interview any tenants during
the pendency of this Agreement without the prior consent to Seller not
unreasonably withheld. No inspection shall involve the taking of samples or
other physically invasive procedures without the prior consent of Seller,
provided that Seller acknowledges Purchaser's need to take potential asbestos
samples, core samples and other customary due diligence procedures including an
environmental site assessment, and in connection therewith Purchaser shall give
Seller five (5) days notice of any such sampling or physically invasive
procedures and Seller or its representatives or agents may accompany and monitor
all such work. Purchaser shall be responsible for restoring the Property or any
portion thereof to the condition in which it was prior to Purchaser's
inspection. Notwithstanding anything to the contrary contained in this
Agreement, Purchaser 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 its inspection of the Property.
5.7. Notwithstanding the requirements of this Article V, including without
limitation the time limitations set forth herein, in no event shall Seller be
deemed to be in default of its obligations hereunder to deliver, or cause to be
delivered, or make available to Purchaser any documents or information unless
Purchaser so notifies Seller in writing prior to the expiration of the Review
Period and Purchaser's remedy with respect thereto shall be to terminate this
Agreement prior to expiration of the Review Period and receive a refund of the
Earnest Money, unless such default shall, alone or in the aggregate, materially
impair Purchaser's ability to conduct its due diligence review in a timely
manner, in which event, Seller's obligations under this Article V shall be
specifically enforceable.
VI.
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REPRESENTATIONS AND WARRANTIES
------------------------------
6.1. In addition to the representations and warranties expressly contained
in other articles of this Agreement, Seller makes the following representations
and warranties and covenants, which shall be true and correct as of the Closing
Date, and the truth of which shall be a condition precedent to Purchaser's
obligations to close the transaction contemplated herein:
6.1.1. [Intentionally Omitted]
6.1.2. To the best of Seller's knowledge and except as reflected in
Exhibit "G", Seller has received no written notice of any existing or
pending litigation, claims, condemnations or sales in lieu thereof with
respect to any aspect of the Property excepting a pending appeal of certain
property taxes as to which information will be given to Purchaser, as
provided for herein, nor, to the knowledge of Seller, has Seller received
written notice by tenants threatening or asserting any such actions, suits,
proceedings or claims. In the event that a lien, claim or cause of action
is filed or asserted against Purchaser relating to events prior to the date
of Closing as to which Seller had knowledge of such written notice prior to
closing, Seller hereby agrees to indemnify and hold Purchaser harmless
therefrom, including, but not limited to, reasonable attorneys' fees as may
be required, all at Seller's sole cost and expense, provided, however, that
to the extent such actions, suits, and proceedings relate to events which
occurred at times preceding Seller's ownership of the Property, Seller's
indemnity obligation shall be limited to the Seller's ability to recover
from such preceding owners which recovery Seller shall pursue in good
faith.
6.1.3. Seller has received no notice of any pending improvements,
liens or special assessments to be made against the Property by any
governmental authority.
6.1.4. The executed copies of the leases to be delivered to Purchaser
(and to be assigned at Closing) shall be true and correct originals
thereof. The foregoing representation shall terminate with respect to each
lease at such time and to the extent Purchaser receives an estoppel
certificate from tenant certifying the same.
6.1.5. [Intentionally Omitted.]
6.1.6. [Intentionally Omitted.]
6.1.7. [Intentionally Omitted.]
6.1.8. [Intentionally Omitted.]
6.1.9. Seller shall, at Closing, indemnify Purchaser for a period of
one (1) year against any mechanic's, materialman's, or similar liens filed
against the Property or any portion thereof in connection with any unpaid
work or services performed to or on the Property prior to closing or
materials furnished thereto prior to closing, but only to the extent such
work, services or materials have been provided for on behalf of Seller
prior to closing.
6.1.10. That, to Seller's actual knowledge, there are no attachments,
executions, assignments for the benefit of creditors or voluntary or
involuntary proceedings in bankruptcy pending against or contemplated by
Seller or against the Property, and to the knowledge of Seller, no such
actions have been threatened against it.
6.1.11. From and after the date hereof, and until Closing or earlier
termination of this Agreement, Seller shall keep Purchaser informed of all
developments regarding the creation of any lease rights in the Property, or
the creation of any lien, easement, encumbrance or charges thereon. From
and after the date hereof and until the Closing Date or earlier termination
of this Agreement, Seller shall not directly or indirectly sell, assign or
create any right, title or interest whatsoever in the Property, excepting
lease rights in the ordinary course of business. From and after the date
which is thirty (30) days prior to the expiration of the Review Period and
until the Closing Date or earlier termination of this Agreement, as to that
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portion of the Property marked on Exhibit "E", and from and after the
expiration of the Review Period and until the Closing Date or earlier
termination of this Agreement as to the remainder of the Property, Seller
shall not create any lease rights in the Property extending beyond
December 31, 2001.
6.1.12. At Closing Seller shall restate and confirm the
representations and warranties contained in this Agreement.
6.1.13. That, to the best of Seller's knowledge, neither the execution
and delivery of this Agreement by Seller nor Seller's performance of its
obligations hereunder will result in a violation or breach of any term or
provision or constitute a default or accelerate the performance required
under any other agreement or document to which Seller is a party or under
which it is otherwise bound or to which the Property, or any part thereof,
is subject, and will not constitute a violation of any law, ruling,
regulation or order to which Seller is subject.
6.1.14. Seller shall provide to Purchaser copies of any notices of
violations concerning zoning, building, health, fire, safety or other law
or ordinance, order or regulation, or the certificate or certificates of
occupancy issued or to be issued for the Property which it may receive
following the date hereof.
6.1.16. Except in the ordinary course of business, Seller shall
neither transfer nor remove any Personal Property or fixtures from the
Property subsequent to the date hereof, except for purposes of replacement
thereof, in which case such replacements shall be promptly installed prior
to Closing and shall be comparable in quantity to the item(s) being
replaced.
6.1.17. As of the Closing Date, that Purchaser will not be obligated
under any employment, maintenance, management or service contract entered
into by or through Seller pertaining to the Property which cannot be
cancelled or terminated upon written notice of thirty (30) days or less
excepting only those contracts identified on Exhibit "C" or expressly
assumed pursuant to Section 4.1.2.
6.1.18. Seller shall operate and maintain the Property through closing
in accordance with its current practices. During the term of this
Agreement, Purchaser, or its authorized agents, shall be given reasonable
access to the Property in order to prepare for an orderly transition of
management thereof.
6.1.19. From the end of the Review Period (except for the portion of
the Property marked on Exhibit "E" as to which the restrictions of this
paragraph shall apply from and after the date which is thirty (30) days
prior to expiration of the Review Period through Closing, Seller shall
execute no new tenant leases or amend or modify existing tenant leases, the
terms of which shall extend beyond December 31, 2001, without Purchaser's
prior written approval, which approval shall not be unreasonably withheld;
provided, however, if Seller desires to execute any now tenant lease, or
amend or modify any existing tenant lease, Seller shall provide Purchaser a
true and correct copy of the proposed new tenant lease or modification of
the existing lease, and the Purchaser shall have five (5) business days to
review such lease or modification and notify Seller of its approval or non-
approval of such item, and if the Purchaser fails to notify Seller of
disapproval of such item during such five (5) business day period, such
instrument shall be deemed to have been approved by the Purchaser. A copy
of any new tenant lease or amendment to an existing lease executed by
Seller after the Effective Date shall be transmitted to Purchaser
immediately upon the execution thereof. Purchaser's and Seller's
obligations regarding tenant leases under this Section 6.1.19. are void and
neither party shall have any obligations or liability to the other
hereunder in the event this Agreement is terminated pursuant to the terms
hereof.
6.1.20. [Intentionally Omitted.]
6.1.21. That the Rent Roll and all information included thereon is, to
the best knowledge and belief of Seller, true and accurate.
6.2 Seller further makes the following representations and warranties
which shall be true and correct as of the Closing Date, and the truth of which
shall be a condition precedent to Purchaser's obligations to close the
transaction contemplated herein:
6.2.1. Seller shall have obtained all necessary consents and
permissions related to the transactions herein contemplated and required
under any covenant, agreement, encumbrance, law or regulation.
6.2.2. The party or parties executing this Agreement on behalf of
Seller have been duly authorized and are empowered to bind Seller to this
Agreement.
6.2.3. [Intentionally Omitted.]
6.2.4. [Intentionally Omitted.]
6.2.5. No person, firm, corporation or other entity has any right or
option to acquire the Property, or any part thereof, from Seller.
6.3. Purchaser makes the following representations and warranties which
shall be true and correct as of the Closing Date and the truth of which shall be
a condition precedent to Seller's obligation to close the transaction
contemplated herein.
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6.3.1. Purchaser shall have obtained all necessary consents and
permissions related to the transactions herein contemplated and required
under any covenant, agreement, encumbrance, law or regulation.
6.3.2. The party or parties executing this Agreement on behalf of
Purchaser have been duly authorized and are empowered to bind Purchaser to
this Agreement.
6.3.3. Purchaser acknowledges and agrees that it is knowledgeable and
experienced in the business of the acquisition and operation of commercial
real estate; that Purchaser has made or will make such inquiries and
investigations, obtain such information and take such other action
necessary or appropriate in its judgment to make an informed determination
regarding the current status and condition of the Property, all leases and
other contracts and agreements relating thereto, the future prospects for
its operation and development, and all other matters material to its
decision to purchase the Property to be purchased by it hereunder; in
evaluating the determination to purchase the Property, Purchaser has relied
primarily upon its own inquiries, investigations and review of information
and Purchaser has not relied at all upon any other representations or other
information (whether oral or written and including any estimates,
projections or supplemental data) made or supplied by or on behalf of
Seller or any employee, agent or other representative of Seller other than
as specifically provided pursuant hereto or made by Seller herein; and the
representations and warranties made by Seller in this Agreement and in the
closing documents are in lieu of and are exclusive of all other
representations and warranties, including any implied warranties. Seller
hereby disclaims any such other or implied representations or warranties,
notwithstanding the delivery or disclosure to Purchaser or its officers,
directors, employees, agents or representatives of any documentation or
other information.
6.3.4. Acknowledging the prior use of the Property and Purchaser's
opportunity to inspect the Property, Purchaser agrees upon Closing 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 condition of the Property shall
not be representations or warranties. Purchaser shall not rely on such
Disclosures, but rather, Purchaser shall rely on only on its own inspection
of the Property.
EXCEPT AS EXPRESSLY WARRANTED BY SELLER TO PURCHASER IN THIS AGREEMENT
OR IN CLOSING DOCUMENTS, PURCHASER ACKNOWLEDGES AND AGREES THAT 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 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 bring any original action 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 ((a) (b) and (c) being collectively "Environmental
Matters"); provided that in all events this waiver, release and agreement
shall not prohibit or limit in any manner the rights and remedies of
Purchaser, or its successors and assigns, in the event of any third party
action against Purchaser, or its successors, assigns, affiliates, members,
directors, officers, employees, agents or attorneys (collectively,
"Purchaser and its Affiliates"), based on any Environmental Matter
affecting the Property prior to the Closing date and arising other than
from the actions or omissions of Purchaser and its Affiliates, including,
without limitation, the right to bring actions against Seller and its
Affiliates.
INITIAL__________
VII.
SURVIVAL INITIAL__________
7.1. All warranties, representations, covenants, obligations and agreements
contained in this Agreement shall survive the execution and delivery of the Deed
and shall expressly survive the Closing for a period of one (1) year.
VIII.
POSSESSION
8.1. Seller shall transfer to Purchaser all of its rights to Possession of
the Property at Closing.
IX.
PRORATIONS AND ADJUSTMENTS
9.1. It is the general intention of Purchaser and Seller that income and
expenses for the Property be prorated as follows: Rents, operating and common
area maintenance expense reimbursements and ad valorem tax reimbursements on the
property for the current year collected by Closing, percentage rentals actually
collected by Closing, and prepaid common area maintenance and utility charges
shall be prorated at the Closing, effective as of the
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Closing Date, utilizing the best available computations of such items. If
current ad valorem tax assessments are unavailable at Closing, said ad valorem
taxes shall be adjusted based on tax figures for the immediately preceding tax
year, with said tax proration to be adjusted in cash between the parties, based
on actual taxes for the current year, at the time such actual taxes are
determined; provided, however, all special tax assessments made by any taxing
authority with respect to the Project applicable to the period prior to the
Closing Date shall be the sole responsibility of Seller and shall be paid by
Seller at Closing. Purchaser shall receive a credit for tenant security deposits
that are not yet forfeited or due to be refunded to tenants of the Property. Tax
appeal refund amounts received (after payment of costs associated therewith and
applicable reimbursements to tenants, each of which shall be prorated between
Purchaser and Seller based on the Closing Date), net insurance reimbursement
amounts (subject to Section 12), and percentage rentals received by Purchaser
and allocable to a period of time prior to the Closing or by Seller and
allocable to a period of time subsequent to the Closing, shall be adjusted
between the parties when received (percentage rentals being adjusted based upon
the ratio of sales before and after Closing rather than time periods).
9.2. To the extent any apportionments or adjustments made at closing are
not based on final figures or there are any errors or omissions in the
calculation or determination thereof, promptly after notice of such final
figures or errors or omissions, Seller and Purchaser shall readjust or
reapportion and make the payment required as a result thereof.
9.3. 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, 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.
9.3.1. 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).
9.3.2. The "minimum" or "base" rent payable by tenants under the
Leases; 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 prorated or 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 at least twelve (12) 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 and
other sums is not thereby created. To the extent not set forth on said
schedule, percentage or overage rent and reimbursement of real estate taxes
payable, common area maintenance, mall maintenance, utility charges, water
and sewer charges, insurance and merchant's association dues and
assessments and all other changes, insurance and merchant's association
dues and assessments and all other charges to or contributions by tenants
under the Leases shall be prorated as follows: with respect to percentage
rents, and upon receipt by Purchaser, Purchaser shall furnish to Seller
copies of all sales reports from tenants relative thereto, including,
without limitation, all sales reports with respect to any tenants whose
lease years have expired as of the Closing but whose sales reports were not
available on Closing and sales reports of any tenants whose lease year
expires after the Closing, and the amount of any rents (including, without
limitation, percentage rents), reimbursement or contribution to be made by
any tenant shall be made in accordance with such tenant's Lease as now
existing and Purchaser shall promptly pay to Seller a prorata portion of
such rents, reimbursement or contribution, based upon apportionment being
made as of the Closing Date, promptly after the date when such rents,
reimbursement or contribution is received from the tenant.
9.3.3. With respect to tenant improvement costs or leasing commissions
and legal fees relating to any Leases executed after the date of this
Agreement, but on or before the Closing Date and as to which a copy of the
Lease was provided to Purchaser prior to the end of the Review Period,
together with those Leases executed in compliance with Section 6.1.19,
Seller and Purchaser agree that such costs and commissions shall be
prorated over the term of any such Lease with Seller being responsible for
a portion of such costs and commissions based on the ratio of base rent
payments received by Seller through the Closing Date to the total base rent
payable over the term of the particular Lease each amount being discounted
to present value.
9.3.4. The amount of security deposits paid under the Leases (unless
and to the extent applied in accordance with the terms thereof).
9.3.5. Water, electric, telephone and all other utility and fuel
charges, fuel on hand (at cost plus sales tax), and any deposits with
utility companies (and to the extent possible, utility prorations will be
handled by meter readings on the day immediately preceding the Closing
Date).
9.3.6. Amounts due and prepayments under the Service Contracts;
provided, however, that Purchaser shall be responsible for the payment of
any termination fees payable in connection with the termination of any
Service Contracts required by Purchaser at Closing to the extent such
termination fees were known to and approved by Purchaser prior to the end
of the Review Period, together with the amounts due under such Service
Contracts from the Closing Date through the effective date of such
terminations.
9.3.7. Assignable license and permit fees.
9.3.8. Other similar items of income and expenses of operation.
9.3.9. Notwithstanding the foregoing, on a lease-by-lease basis, (xx)
Seller shall in all events be entitled to retain amounts paid by tenants for
real estate taxes and assessments and common area expenses ("Passthroughs") as
of the Closing to the extent not in excess of such taxes and expenses paid by
Seller for the period prior to the Closing Date, and (yy) Seller shall pay to
Purchaser amount paid by tenants for Passthroughs as of the Closing if and to
the extent in excess of such taxes and expenses that have either been paid by
Seller or credited to Purchaser for the period prior to Closing. Further, for
purposes of this Section 9.3.9 the amount of any expense credited by one party
to the other shall be deemed an expense paid
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by that party. Assuming that the Closing occurs after January 1, 1998, then
Seller will be responsible for the 1997 reconciliations with tenants for
Passthroughs and for any adjustments resulting therefrom; and Purchaser,
with Seller's cooperation, will be responsible for the 1998 reconciliations
with tenants for Passthroughs, with any adjustments resulting therefrom
being equitably allocated between Purchaser and Seller based on amounts
paid and expended by each party during their respective periods of
ownership.
9.3.10. Notwithstanding anything to the contrary contained in this
Section 9.3, but subject to the limitations which follow, Seller reserves
the following rights: (xx) to meet with governmental officials and to
participate in any contest of any reassessment governing or affecting
Seller's obligations under Section 9.3.3 above, and (yy) to contest any
assessment of the Property or any portion thereof and to attempt to obtain
a reduction and refund for any taxes attributable to the period prior to
the Closing Date to the extent such contest does not adversely affect any
assessment of the Property attributable to the period after the Closing
Date. From and after the expiration of the Review Period, Purchaser shall
be entitled to participate in any proceedings that Seller is then
undertaking in connection with the rights reserved above. If Purchaser does
not elect to terminate the proceedings, then Seller and Purchaser shall
each bear a prorate portion of the liability of any increased assessment,
or the benefit of any decreased assessment, for their respective periods of
ownership. In any event, Seller shall retain all rights with respect to any
refund of taxes applicable to any period prior to the Closing Date subject
to full credit to Purchaser for any and all portions thereof owed as refund
to Tenants under Leases.
X.
--
COMMISSIONS
-----------
10.1. Purchaser and Seller hereby represent, warrant and indemnify each
other that it, its officers, employees and agents have contracted for no real
estate commissions or similar fees, nor have either party acted in a manner so
as to give rise to a claim for real estate commissions or similar fees,
including costs and attorneys' fees incurred in any lawsuit regarding such
commissions and fees.
XI.
---
TERMINATION AND REMEDIES
------------------------
11.1. In the event that any of the Seller's representations or warranties
contained herein are untrue in any material respect, or if Seller shall have
failed to have performed any of the covenants and/or agreements contained herein
which are to be performed by Seller, or if any of the conditions precedent to
Purchaser's obligation to consummate the transactions contemplated hereby shall
have failed to occur, Purchaser may, at its option, terminate this Agreement by
giving written notice of termination to Seller and receive a full and immediate
refund of any and all Earnest Money previously deposited. It is expressly
understood and agreed by Seller and Purchaser that the failure by Purchaser to
terminate this Agreement for any reason pursuant to this Section shall in no way
waive, after or modify any rights of Purchaser in regard to the representations,
warranties, covenants and agreements of Seller herein provided, however, if
Purchaser has actual knowledge at Closing that any of Seller's representations
or warranties in this Agreement are not true as of the Closing and Purchaser
elects nonetheless to close, Purchaser shall be deemed to have waived any claim
for breach of such representation or warranty to the extent of such actual
knowledge; and provided further, that in connection with any post-Closing remedy
which Purchaser may have against Seller as a result of a breach of any
representation or warranty of Seller of which Purchaser did not have actual
knowledge prior to Closing, such remedy shall be limited to actual damages not
to exceed Eight Million Five Hundred Thousand Dollars ($8,500,000), and in no
event shall Seller be liable for nor shall Purchaser seek, any consequential,
indirect or punitive damages. If this Agreement is terminated by Purchaser
pursuant to any provision of this Agreement authorizing such termination, Seller
and Purchaser shall have no further obligation or liabilities one to the other
hereunder, except as in this Agreement so provided. If Seller fails to perform
its obligations under this Agreement, including a failure to consummate the sale
of the Property pursuant to this Agreement, then Purchaser may, as its exclusive
remedies hereunder (i) terminate this Agreement and obtain a return of the
Earnest Money or (ii) enforce specific performance of the obligations of Seller
hereunder and in connection therewith Purchaser shall be entitled to recover all
expenses, including reasonable attorneys fees and litigation costs, incurred in
connection with such enforcement but shall not otherwise be entitled to recover
damages against Seller.
INITIAL_________
11.2. If Seller is not then in default in its obligations or agreements,
and the Purchaser has not terminated this Agreement pursuant to any of the
provisions authorizing such termination, and Purchaser fails to close the
transaction contemplated hereby, Seller shall be entitled to receive the Earnest
Money as liquidated damages and as Seller's sole and exclusive remedy for such
failure, Seller hereby specifically waiving any and all rights which it may have
to damages or specific performance as a result of Purchaser's default under this
Agreement. Seller and Purchaser recognize and agree that such remedy providing
for liquidated damages is a reasonable amount in the context of a transaction in
which the measurement of damages is not feasible.
XII.
----
RISK OF LOSS
------------
12.1. Risk of loss until the Closing shall be borne by Seller. In the event
that damage, loss or destruction of the Property or any part thereof, by fire or
other casualty, or through condemnation or sale in lieu thereof, occurs prior to
the actual closing of the transactions contemplated hereby, which would cost in
excess of Five Hundred Thousand Dollars ($500,000) to repair or restore as
reasonably estimated by an architect selected by Seller and approved by
Purchaser or results in termination of the L.S. Ayres lease, the Purchaser
shall, at its option, exercised by notice to Seller within fifteen (15) days
following the date that Seller has provided notice to Purchaser of such casualty
or lease termination, elect one of the following:
12.1.1. To terminate this Agreement and receive an immediate refund
of all Earnest Money previously deposited;
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12.1.2. If Seller shall provide written notice to Purchaser that it
will repair such casualty damage, to extend the Closing Date a reasonable
time period, which time period shall not exceed thirty (30) days in order
to enable Seller to repair such damage to the Property, and in such event
Seller shall promptly repair such damage to restore the Property to
substantially the condition that existed prior to such casualty; or in the
event Seller provides (a) written notice that it will repair such casualty
and fails or refuses to repair such damage within the period specified
herein, or (b) written notice that it will not repair such casualty,
Purchaser shall have the option to either proceed with the Closing and
receive a credit against the Purchase Price in the amount of such insurance
or condemnation proceeds not expended through the Closing Date in making
such repairs together with any deductible amount applicable to such
insurance coverage together with a prorated portion of loss of rents
insurance proceeds, or Purchaser may elect to terminate this Agreement and
receive an immediate refund of all Earnest Money deposited hereunder.
12.1.3. If Seller shall provide written notice to Purchaser that it
will provide Purchaser a credit against the Purchase Price equal to the
present value of the terminated lease rental amounts, including base rent,
percentage rent, real estate tax reimbursement, common area maintenance
charges and all other amounts due under such leases, then Purchaser shall
proceed with the Closing and receive such credit against the Purchase Price
at Closing.
12.2. In the event that under Section 12.1.2 above Seller elects to repair
any damage whatsoever to the Property, Seller agrees that all such damage will
be repaired in accordance with all applicable laws, rules and ordinances and
with the representations and warranties contained herein.
12.3. In the event that damage to the Property, or any part thereof, by
fire or other casualty, occurs prior to the actual closing of the transactions
contemplated hereby causing damage to the Property the cost to repair such
damage, as reasonably estimated by an architect selected by Seller and approved
by Purchaser, being FIVE HUNDRED THOUSAND DOLLARS ($500,000) or less as to
casualty, the Purchaser agrees that it shall accept an assignment of such
insurance proceeds for repair or restoration as may be due to Seller as a result
of such casualty and proceed to close the transaction contemplated herein, with
any proceeds for loss of rents being prorated between Purchaser and Seller based
on an allocation of the time period covered by such payment and the ownership of
the Property during such period and discounted to present value, and receive a
credit against the Purchase Price in the amount of any deductible applicable to
such insurance coverage; provided, however, in the event that the holder of any
liens secured by the Property shall elect to apply any such proceeds against the
balance of any indebtedness secured by liens against the Property, the Purchaser
shall receive a credit against the Purchase Price in the full amount of such
proceeds allocable to Purchaser together with any deductible amount applicable
thereto.
12.4. Seller shall maintain the current insurance coverage in force for the
Property in full force and effect through the Closing Date.
XIII.
-----
NOTICES
-------
13.1. Any notice, request, demand, instruction or other communication to be
given to either party hereunder, except those required to be delivered at
Closing, shall be in writing, and shall be deemed to be given (a) upon receipt
if 0) hand delivered, (ii) delivered by recognized overnight courier service or
(iii) delivered by facsimile, provided any such notice by facsimile is
immediately followed that same day with delivery to the receiving party via
recognized overnight courier service, or (b) three (3) business days after
deposit of such notice in registered or certified mail, return receipt requested
(provided that any notice of termination shall be effective immediately upon
deposit in registered or certified mail, return receipt requested), addressed as
follows:
IF TO SELLER: Equity Properties and Development Limited Partnership
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
Attn: Andrew Levin
Tel. No. (312) 466-3304
Fax No. (312) 454-0359
WITH A COPY TO: Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
Attn: John S. Santa Lucia
Tel. No. (312) 466-3898
Fax No. (312) 454-0335
IF TO PURCHASER: Glendale Centre LLC
6610 North Shadeland, Suite 200
Indianapolis, Indiana 46220
Attn: Paul Kite
Tel. No. (317) 577-5600
Fax No. (317) 577-5605
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WITH A COPY TO: Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
Attn: George W. Somers
Tel. No. (317) 237-1084
Fax No. (317) 237-1000
13.2. The addresses and addressees for the purpose of this article may be
changed by either party by giving notice of such change to the other party in
the manner provided herein for giving notice. For the purpose of changing such
addresses or addressees only, unless and until such written notice is received,
the last address and addressee stated herein shall be deemed to continue in
effect for all purposes.
XIV.
----
MISCELLANEOUS
------------
14.1. Eminent Domain. In the event that, prior to the date of the Closing,
Seller acquires knowledge of any pending or threatened claim, suit or proceeding
to condemn or take all or any material part of the Property under the power of
eminent domain, then Seller shall immediately give notice thereof to Purchaser,
and Purchaser shall have the right to terminate its obligations under this
Agreement by delivering notice thereof to Seller within ten (10) business days
after receiving notice from Seller of such condemnation or taking, and thereupon
the Earnest Money shall be refunded to Purchaser and the rights and obligations
of the parties hereto shall cease. If Purchaser shall not elect to terminate
this Agreement pursuant to this Paragraph, the parties shall proceed with the
Closing in accordance with the terms hereof without abatement of the Purchase
Price, but all proceeds of any condemnation award shall be payable solely to
Purchaser, and Seller shall have no interest therein.
14.2. Cooperation. Purchaser and Seller shall cooperate fully with each
other to carry out and effectuate the purchase and sale of the Property in
accordance herewith and the satisfaction and compliance with all of the
conditions and requirements set forth herein. Wherever the approvals of
Purchaser and Seller as herein set forth are so required, except as otherwise
specifically set forth herein, such approvals shall not unreasonably be
withheld, conditioned or delayed. After Closing, Seller shall for a period of
six (6) months provide Purchaser, without expense to Seller or Purchaser (except
bona fide third party expenses, which shall be reimbursed to Seller by
Purchaser), such cooperation and assistance as reasonably requested by Purchaser
to familiarize Purchaser with the Property and the operation of the systems and
facilities installed therein as of the date of Closing.
14.3. [Intentionally Omitted.]
14.4. Entire Agreement. This Agreement and the exhibits attached hereto
contain the entire agreement between the parties, and no written or oral
promise, representation, warranty or covenant not included in this Agreement or
any such referenced agreements has been or is relied upon by either party.
14.5. Reliance. Neither party has made any representations, warranties or
covenants to the other concerning any tax benefits or tax treatment which may
accrue to be given to the other party in connection with the transactions
contemplated hereby. Each party has relied upon its own examination of the full
Agreement and the provisions thereof, and the counsel of its own advisors, and
the warranties, representations and covenants expressly contained in this
Agreement itself.
14.6. No Oral Modification. No modification or amendment of this Agreement
shall be of any force or effect unless made in writing and executed by both
Purchaser and Seller.
14.7. Choice of Law and Venue. In the event that any litigation arises
hereunder, it is specifically stipulated that this Agreement shall be
interpreted and construed according to the laws of the State of Indiana.
14.8. Attorneys' Fees. The prevailing party in any litigation between the
parties arising under this Agreement shall be entitled to recover reasonable
attorneys' fees.
14.9. Counterparts. This Agreement shall be executed in any number of
counterparts which together shall constitute the agreement of the parties. The
article headings herein contained are for purposes of identification only and
shall not be considered in construing this Agreement.
14.10. Assignment. This Agreement, and the rights and obligations
hereunder, may be assigned by Purchaser to any affiliate of Purchaser of which
Purchaser or the members of Purchaser hold collectively a majority interest, at
any time prior to Closing. In the event of any such assignment, such assignee
shall assume the obligations of the original party designated as Purchaser
hereunder and shall provide written evidence of such assumption to the Seller,
and, upon receipt by Seller of written evidence of such assignment and
assumption, the original party designated as the Purchaser shall be released
from all duties or obligations hereunder and the Seller agrees to close the
transaction contemplated hereunder with the assignee of Purchaser. This
Agreement may not be assigned by Seller except to a parent, subsidiary,
affiliate or other related entity of Seller which shall assume all duties and
obligations of the original entity named as Seller hereunder and shall be bound
by the terms and conditions hereof.
14.11. Date of Agreement; Effective Date; Time. All references in this
Agreement to the "Effective Date," "the date hereof," "the Effective Date of
this Agreement" or similar references shall be deemed to refer to the last date,
in point of time, on which all parties hereto have executed and received a fully
executed copy of this Agreement. Unless otherwise provided, in computing any
time period set forth in this Agreement, the day of the triggering act or event
shall not be counted, and all subsequent days shall be counted; provided,
however, that the last day of any such period shall not be included if it is a
weekend day or a legal holiday, in which case such period shall be extended to
the next day that is not a weekend day or legal holiday.
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14.12. Parties Bound. This Agreement and the terms and provisions hereof
shall inure to the benefit and be binding upon the parties hereto and their
respective heirs, executors, personal representatives, successors and assigns
whenever the context so requires or permits.
14.13. Enforceability. If any provisions of this Agreement are held to be
illegal, invalid or unenforceable under present or future laws, such provisions
shall be fully severable, and this Agreement shall be construed and enforced as
if such illegal, invalid or unenforceable provision had never comprised a part
of this Agreement, and the remaining provisions of this Agreement shall remain
in full force and effect and not be affected by the illegal, invalid or
unenforceable provision or by its severance from this Agreement, provided that
both parties hereto may still effectively realize the complete benefit of the
transaction contemplated hereby.
14.14. Gender Number. Any references to one gender used herein, whether
masculine, feminine or neuter, shall be deemed to be a reference to any other
gender as may be appropriate under the circumstances; further, the singular
shall include the plural and the plural the singular.
14.15. Time of the Essence. Time is of the essence with respect to all the
time periods expressed in this Agreement and the Closing hereunder.
14.16. Term of Offer. Upon execution hereof by Purchaser, this Agreement
constitutes an offer by Purchaser to purchase the Property on the terms and
conditions and for the Purchase Price specified herein. Unless sooner terminated
or withdrawn by notice in writing to Seller, this offer shall lapse and
terminate at the close of Purchaser's business day on February 26th, 1998,
unless, prior to such time, Seller has executed and returned to Purchaser two
(2) fully executed copies of this Agreement.
14.17. Employees. Purchaser shall not directly or indirectly, for itself or
any other party, solicit the employment of, or employ, any employee, officer,
representative or agent ("Employee") of Seller's affiliates (specifically
including, but not limited to, Equity Properties and Development Limited
Partnership and PREIT-Rubin, Inc.) for two (2) years from the date of this
Agreement. Notwithstanding the foregoing, Purchaser may solicit and employ the
individuals listed on Exhibit "D" attached hereto, and any other Employee, but
with respect to other Employees, only so long as: (i) the location of the
Employee's principal workplace is at the Property, and not at the corporate
headquarters of Equity Properties and Development Limited Partnership or PREIT-
Rubin, Inc., (ii) the Employee is employed, or solicited for employment only in
its current capacity with Seller's affiliate, (iiii) Purchaser is in compliance
with the terms of this Agreement, and (iv) the Closing has occurred. It is
expressly agreed and acknowledged by Purchaser that in the case of breach or
threatened breach of this Section 14.17, Seller may not have an adequate remedy
of law and accordingly may, in addition to all other remedies available to it,
file suit in equity to enjoin Purchaser from any breach or threatened breach and
shall be entitled to such equitable relief without notice or bond.
EXECUTED by Purchaser the 24th day of February, 1998.
Glendale Centre, LLC,
an Indiana limited liability company
By:/s/ Thomas K. McGowan
---------------------------------
Printed Name: Thomas K. McGowan
----------------------
Its: Member
-------------------------------
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EXECUTED by Seller the 25th day of February, 1998
Indianapolis Mall Associates
an Indiana general partnership
By: First Capital Income Properties, Ltd.-Series IX,
a Florida limited partnership, partner
By: First Capital Financial Corporation, a
Florida Corporation, general partner
By: /s/ Donald J. Liebentritt
----------------------------
Name: Donald J. Liebentritt
--------------------------
Title: Vice President
-------------------------
By: First Capital Income Properties, Ltd. - Series X,
a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida Corporation, general partner
By: /s/ Donald J. Liebentritt
-----------------------------
Name: Donald J. Liebentritt
---------------------------
Title: Vice President
--------------------------
EXECUTED by the Title Company the ___ day of March, 1998, for purposes of
acknowledging receipt of the Earnest Money and agreeing to the provisions
relating to the rights and obligations of the escrowee, as set forth herein.
Chicago Title Insurance Company
By: /s/ Alan F. Kolb
---------------------------
Printed Name: Alan F. Kolb
-----------------
Its: Resident Vice President
--------------------------
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<PAGE>
Commitment No. 260-541 CI
EXHIBIT "A"
LEGAL DESCRIPTION:
PARCEL I:
Lots numbered 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54,
55, 56, 57,1 58, 59, 60 and 61 in Riddle Manor, an Addition to the City of
Indianapolis, the plat of which is recorded in Plat Book 27, page 188 and 189 in
the Office of the Recorder of Marion County, Indiana.
Also 61st Street vacated by Instrument #69-VAC-16 between Lots 49 and 50 in
Riddle Manor, an Addition to the City of Indianapolis, the plat of which is
recorded in Plat Book 27, pages 188 and 189 in the Office of the Recorder of
Marion County, Indiana.
PARCEL II:
Part of the West Half of the Northwest Quarter of Section 5, Township 16 North,
Range 4 East of the Second Principal Meridian located in the City of
Indianapolis, Marion County, Indiana, more particularly described as follows:
Beginning at a point in the West line of the West Half of the Northwest Quarter
of Section 5, Township 16 North, Range 4 East, said point begin 580 feet North
of the Southwest corner of said Half Quarter Section; running thence North upon
and along said West line of said Half Quarter Section a distance of 1725.33 feet
(1725.92 feet measured) to the Northwest corner of said Half Quarter Section;
thence East upon and along the North line of said Half Quarter Section a
distance of 1334.33 feet (1334.65 feet measured) to the Northeast corner of said
Half Quarter Section; thence South upon and along the East line of said Half
Quarter Section a distance of 1730.90 feet (1731.37. feet measured) to a point,
which point is 580 feet North of the Southeast corner of said Half Quarter
Section; thence West and parallel with the South line of said Half Quarter
Section a distance of 1335.23 feet (1335.53 feet measured) to the place of
beginning.
PARCEL II Exceptions:
EXCEPTED TRACT NUMBER 1: Beginning at a point in the West line of said Half
Quarter Section, said point being 580 feet North of the Southwest corner of said
Half Quarter Section; thence East and parallel to the South line of said Half
Quarter Section a distance of 613.55 feet to a point; thence North and parallel
to the West line of said Half Quarter Section a distance of 64 feet to a point;
thence in a Northwesterly direction on a forward deflection angle to the left
of 61 degrees 33 minutes a distance of 550.15 feet to a point; thence in a
Southwesterly direction on a forward deflection angle to the left of 78 degrees
27 minutes a distance of 201.89 feet (201.48 feet measured) to a point in the
West line of said Half Quarter Section; thence South upon and along the West
line of said Half Quarter Section a distance of 162.86 feet (163.30 feet
measured) to the point or place of beginning. (2.84 Acres Tract)
EXCEPTED TRACT NUMBER 2: Beginning at a point of intersection of the centerline
of Sixty-Second Street (also known as Broad Ripple Avenue) and the centerline of
Keystone Avenue, in the City of Indianapolis; thence East on and along the
centerline of Sixty-Second Street, a distance of 185.02 feet to a point; thence
South parallel to the centerline of Keystone Avenue a distance of 205.02 feet to
a point; thence West parallel
(Continued)
AMERICAN LAND TITLE ASSOCIATION COMMITMENT
<PAGE>
A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
260-541 CI
the centerline of Sixty-Second Street, a distance of 185.02 feet to a point
on the centerline of Keystone Avenue; thence North on and along the
centerline of Keystone Avenue, a distance of 205.02 feet to the point of
beginning, said land being located on the Southeast corner of the
intersection of Sixty-Second Street and Keystone Avenue, in the City of
Indianapolis.
EXCEPTED TRACT NUMBER 3: Beginning at a point in the Western existing right-
of-way of North Rural Street, said point being located South 00 degrees 19
minutes 38 seconds East 91.74 feet, South 89 degrees 40 minutes 22 seconds
West 35.00 feet from a brass plug, marking the Northeast corner of the West
Half of the Northwest Quarter of Section 5; (1) thence North 45 degrees 12
minutes 55 seconds West 66.60 feet (67.19 feet measured) to a point in the
Southern existing right-of-way line of East Sixty Second Street; (2) thence
along said right-of-way line North 89 degrees 53 minutes 5O seconds East
47.00 feet (South 89 degrees 43 minutes 26 seconds East 47.42 feet measured);
(3) thence along the Western right-of-way line of North Rural Street
00 degrees 19 minutes 38 seconds East 47.00 feet (47.11 feet measured) to the
point of beginning. (Northeast corner tract).
EXCEPTED TRACT NUMBER 4: A portion of the West Half of the Northwest Quarter
of Section 5, Township 16 North, Range 4 East in Marion County, Indiana, more
particularly described as follows:
Commencing at the Northwest corner of the West Half of the Northwest Quarter
of Section 5, Township 16 North, Range 4 East in Marion County, Indiana;
thence South 89 degrees 43 minutes 26 seconds East (assumed bearing) on the
North line of said West Half 185.02 feet to the East line of the real estate
described in volume 1856, Page 1, as Instrument No. 26550, in the Office of
the Recorder of Marion County, Indiana; thence South 00 degrees 18 minutes 01
seconds East on the East line of said real estate 127.63.feet; thence South
40 degrees 17 minutes 03 seconds West 107.87 feet to the South line of said
real estate and the point of beginning of the tract herein described; thence
North 89 degrees 43 minutes 26 seconds West on the South line of said real
estate 63.82 feet to the East right-of-way of State Road No. 431 (also known
as Keystone Avenue) per a Right-of-Way Grant per Volume 1697, Pages 47 and
48, as Instrument No. 13922 in said Office; thence South 00 degrees
18 minutes 01 seconds East on said East right-of-way line 74.51 feet to a
line which bears South 40 degrees 17 minutes 03 seconds West from the point
of beginning; thence North 40 degrees 17 minutes 03 seconds East 97.27 feet
to the point of beginning.
EXCEPTED TRACT NUMBER 5: A portion of the West Half of the Northwest Quarter
of Section 5, Township 16 North, Range 4 East in Marion County, Indiana, more
particularly described as follows:
Commencing at the Northwest corner of the West Half of the Northwest Quarter
of
(Continued)
AMERICAN LAND TITLE ASSOCIATION COMMITMENT
<PAGE>
A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
260-541 CI
- ----------
Section 5, Township 16 North, Range 4 East in Marion County, Indiana;
thence South 89 degrees 43 minutes 26 seconds East (assumed bearing) on the
North line of said West Half 185.02 feet to the East line of the real
estate described in Volume 1856, page 1, as Instrument No. 26550, in the
Office of the Recorder of Marion County, Indiana; thence South 00 degrees
18 minutes 01 seconds East on the East line of said real estate 127.63 feet
to the point of beginning of the tract herein described; thence North 40
degrees 17 minutes 03 seconds East 107.87 feet to the South Right-of-Way
line of 62nd Street per a Declaratory Resolution No. 17523 by the Board of
Works as Instrument No. 72959; thence North 89 degrees 43 minutes 26
seconds West on said South right-of-way line 70.18 feet to the East line of
said real estate; thence South 00 degrees 18 minutes 01 seconds East on the
East line of said real estate 82.73 feet to the point of beginning.
PARCEL III:
Part of the West Half of the Northwest Quarter of Section 5, Township 16
North, Range 4 East of the Second Principal Meridian located in Marion
County, Indiana, more particularly described as follows:
Beginning at a point in the South line of said Half Quarter Section and a
distance of 613.55 feet East of the West line of the Southwest corner of
said Half Quarter Section; running thence North and parallel with the West
line of said Half Quarter Section a distance of 580 feet to a point;
running thence East parallel with the South line of said Half Quarter
Section a distance of 721.68 feet (721.98 feet measured) to a point in the
East line of said Half Quarter Section; running thence South upon and along
the East of said Half Quarter Section a distance of 580 feet to the
Southeast corner of said Half Quarter Section; running thence West upon and
along the South line of Half Quarter Section a distance of 721.85 feet
(722.26 feet measured) to the point or place of beginning.
EXCEPT 50 feet off the South side thereof conveyed to the City of
Indianapolis by deed recorded in Deed Record (Lands) 84, page 449, in the
office of the Recorder of Marion County, Indiana.
ALSO EXCEPT that part conveyed to Methodist Hospital of Indiana, Inc. by
deed recorded October 14, 1992 as Instrument No. 92-136555 in the office of
the Recorder of Marion County, Indiana, to-wit:
A part of the West Half of the Northwest Quarter of Section 5, Township 16
North, Range 4 East of the Second Principal Meridian in the City of
Indianapolis, Marion County, Indiana, being more particularly described as
follows:
Commencing at the Southwest corner of the West Half of the Northwest
Quarter of
(Continued)
AMERICAN LAND TITLE ASSOCIATION COMMITMENT
<PAGE>
A.L.T.A. COMMITMENT
CHICAGO TITLE INSURANCE COMPANY
260-541 CI
- ----------
Section 5, Township 16 North, Range 4 East, Washington Township, Marion
County, Indiana; thence South 89 degrees 29 minutes 26 seconds East
(assumed bearing) along the South line of said Northwest Quarter a distance
of 613.55 feet; thence North 00 degrees 18 minutes 01 seconds West (assumed
bearing-measured) parallel with the West line of said Northwest Quarter a
distance of 50.00 feet to a 5/8 inch diameter rebar with plastic cap set at
the North right-of-way for Kessler Boulevard per Deed Book 84, page 449 in
the Office of the Recorder of Marion County, Indiana and at the Point of
Beginning; thence continuing North 00 degrees 18 minutes 01 seconds West
parallel with the West line of said Northwest Quarter a distance of 250.02
feet to a 5/8 inch diameter rebar with plastic cap set; thence South 89
degrees 29 minutes 26 seconds East parallel with the South line of said
Northwest Quarter a distance of 687.11 feet to a 5/8 inch diameter rebar
with plastic cap set in the West right-of-way line for Rural Street per
Deed Record 1734, pages 430 thru 432 in said Office; thence South 00
degrees 19 minutes 38 seconds East on said West right-of-way line a
distance of 250.03 feet to a 5/8 inch diameter rebar with plastic cap set
on said North right-of-way line; thence North 89 degrees 29 minutes 26
seconds West on said North right-of-way line a distance of 687.23 feet to
the Point of Beginning.
PARCEL IV:
A portion of the West Half of the Northwest Quarter of Section 5, Township
16 North, Range 4 East in Marion County, Indiana, more particularly
described as follows:
Commencing at the Northwest corner of the West Half of the Northwest
Quarter of Section 5, Township 16 North, Range 4 East in Marion County,
Indiana; thence South 89 degrees 43 minutes 26 seconds East (assumed
bearing) on the North line of said West Half 185.02 feet to the East line
of the real estate described in Volume 1856, page 1, as Instrument No.
26550, in the Office of the Recorder of Marion County, Indiana; thence
South 00 degrees 18 minutes 01 seconds East on the East line of said real
estate 127.63 feet to the point of beginning of the tract herein described;
thence South 40 degrees 17 minutes 03 seconds West 107.87 feet to the South
line of said real estate; thence South 89 degrees 43 minutes 26 seconds
East on the South line of said real estate 65.73 feet to the East line of
said real estate; thence North 00 degrees 18 minutes 01 seconds West on the
East line of said real estate 82.63 feet to the point of beginning.
PARCEL V:
Non-exclusive easements for ingress and egress as set out in a reciprocal
easement agreement recorded January 23, 1986 as Instrument No. 86-6442,
and for ingress and egress and parking as set out in a cross easement
agreement recorded October 11, 199: as Instrument No. 92-136556, all in the
Office of the Recorder of Marion County, Indiana.
AMERICAN LAND TITLE ASSOCIATION COMMITMENT
<PAGE>
EXHIBIT B
TENANT ESTOPPEL CERTIFICATE
FOR
----------------------
(Name of Tenant)
The undersigned ("Tenant") hereby makes the following representations and
agreements in favor of Glendale Centre, LLC., its successors and assigns
("Buyer"), with the understanding that Buyer is relying on such representations
and agreements in connection with the acquisition of certain property, a part
of which is leased by Tenant from Indianapolis Mall Associates, an Indiana
general partnership ("Landlord").
1. Tenant is the lessee under a certain lease agreement (the
"Lease") between Landlord or its predecessor in interest and Tenant, dated
, as modified by amendments, if any, dated [if none, then so
state].
2. All agreements and understandings between Landlord and tenant
relating to the Lease or the Premises are contained in the Lease. There are no
side letters or other arrangements relating to the Lease or the Premises.
3. The Lease has not been modified or amended, except as stated in
paragraph 1, and the Lease is in full force and effect.
4. The Lease contains, and Tenant has, no outstanding options or
rights of first refusal to purchase the Premises, any part of the real property
of which the Premises are a part, except as follows:
[if none, then so state].
5. The term of the Lease commenced on , 19 , and ends
on , 19 . The Lease contains, and Tenant has, no outstanding options
or rights to renew the Lease or extend the term, except as follows:
[if none, then so state].
6. The Lease contains, and Tenant has, no outstanding options or
rights to expand or contract the Premises, except as follows:
(if none, then so state].
7. The Lease contains, and Tenant has, no outstanding exclusives or
other restrictions upon the providing and/or sale of goods or services by others
in or about the Shopping Mall, excepting only [if none, then so state].
8. Tenant has accepted occupancy of the entire Premises. Tenant has
not sublet the Premises or any part thereof, and Tenant has not assigned any of
its rights under the Lease. No party other than Tenant occupies any part of the
Premises.
9. Landlord has completed all tenant finish work and constructed all
improvements, if any, required to be completed or constructed by Landlord, and
Tenant has accepted all such tenant finish work and improvements. There are no
payments owing at this time by Landlord to Tenant, including any tenant
inducements such as payment of relocation expenses or costs of tenant finish
work completed by Tenant.
10. Landlord has performed all of its obligations under the Lease to
date, and to Tenant's knowledge neither Landlord nor Tenant is in default under
any term or condition of the Lease. To Tenant's knowledge, no condition exists,
and no event has occurred, which, with the passage of time or the delivery of
notice, will constitute a default by Landlord or Tenant. Tenant claims no
defenses or counterclaims against the enforcement of the Lease by Landlord, and
Tenant has no right exercisable at this time to cancel or terminate the Lease.
11. The current fixed monthly rental payment by Tenant is $ ,
which is the full amount specified under the Lease. Tenant claims no offsets,
credits, defenses or counterclaims against the payment of rentals. There are no
rental abatements, rebates or reductions still in effect, except as folows:
[if none, the so state]. Tenant has not made, and will not make, any
payment of rental more than one month in advance.
<PAGE>
12. Tenant has deposited $ with Landlord as a security deposit
[if none, then so state].
13. This Certificate shall inure to the benefit of Buyer, its
successors and assigns, and shall be binding upon Tenant and its successors and
assigns.
14. The correct notice address of Tenant is contained in the Lease.
15. Any exhibits attached hereto are by this reference incorporated
herein. The term "Certificate" shall be considered to include all such exhibits.
Dated: , 199
--------- - -----------------------------------------
(Name of Tenant)
By:
--------------------------------------
Printed:
---------------------------------
Title:
-----------------------------------
<PAGE>
EXHIBIT "C"
GLENDALE CENTER 1998 CONTRACT LIST
<TABLE>
<CAPTION>
Vendor/Contact Name Type of Service/ Form of Contact Monthly Comm Ending
Contact (Rubin/Equity) Amount Date Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADT Security Security System Other: $ 4,489.00 12/18/96 12/18/01
P.O. Box 371967M ADT Contract (Annually)
Pittsburgh, PA 15250-7967
- ---------------------------------------------------------------------------------------------------------------------------------
Amchem Labs (Achem Pest) Pest Control Service Rubin Contract $ 117.50 5/1/97 4/30/98
P.O. Box 489
Greenwood, IN 46142
(317) 889-1110
- ---------------------------------------------------------------------------------------------------------------------------------
Superior Supervac, Inc. Parking Lot Sweeping Rubin Contract $ 1,400.00 3/1/98 2/28/99
8330 Alicen Pointe Trail
Indianapolis, IN 46250
(317) 000-0000
- ---------------------------------------------------------------------------------------------------------------------------------
Brickman Group, LTD Ext. Landscape Svc. Rubin Contract $ 19,340/ann
8910 Purdue Rd., Ste. 150 $ 2,417.50/ 3/1/97 MTM
Indianapolis, IN 46268 8 Months
(317) 879-0059
(317) 293-5590
- ---------------------------------------------------------------------------------------------------------------------------------
GE Capital Fleet Services Lease of 1995 Jeep Other:
P.O. Box 92696 Cherokee Security Vehicle GECFS Contract $ 483.01 6/1/95 5/31/99
Chicago, IL 60675-2696 per month
- ---------------------------------------------------------------------------------------------------------------------------------
Kopetsky's Hauling, Inc. Snow Removal Rubin Contract Per 9/22/97 9/31/98
7610 Lake Rd. Project
Indianapolis, IN 46217 Basis
- ---------------------------------------------------------------------------------------------------------------------------------
Millar Elevator Elevator/Escalator Service Equity Contract $ 1,149.43 1/1/95 MTM
5545 W. Raymond
Indianapolis, IN 46241
(317) 247-9336
- ---------------------------------------------------------------------------------------------------------------------------------
Muzak Satellite Program/Service Other: $ 163.00 4/1/94 3/30/99
8645 Guion Rd #C w/2 channels Muzak
Indianapolis, IN 46268
(317) 471-7050
- ---------------------------------------------------------------------------------------------------------------------------------
Pagenet Lease and maintenance for Other: $ 231.47 n/a ?
Two Meridian Plaza, Ste. 120 6 pagers (none on file) Quarterly
10401 N. Meridian St.
Indianapolis, IN 46290
(317) 848-4400
- ---------------------------------------------------------------------------------------------------------------------------------
SMI Recycling Lease & Maint. on 2 Rubin Contract Varies 9/23/97 9/30/98
832 Langsdale Ave. compactors and monthly with use
Indianapolis, IN 46202 hauling of rubbish
(317) 926-5492
- ---------------------------------------------------------------------------------------------------------------------------------
Sign Group, Inc. Lease & Maint. on EVA Other: $ 4,383.75 11/1/92 11/30/98
5711 W. 73rd St. Sign Group Cont.
Indianapolis, IN 46278
(317) 293-6969
- ---------------------------------------------------------------------------------------------------------------------------------
Southeast Service Corp. Housekeeping Contract Equity Contract $18,209.38 7/1/96 MTM
P.O. Box 19
Knoxville, TN 37901
- ---------------------------------------------------------------------------------------------------------------------------------
York International Maint. of Carrier Equipment Equity Contract $ 1,760.74 1/1/97 MTM
8930 Bash St., Ste L in Central Plant Quarterly
Indianapolis, IN 46256
(317) 595-3050
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
PREIT-RUBIN, INC. RENT ROLL
GLENDALE MALL RENT ROLL AS OF DECEMBER 1997
====================================================================================================================================
Minimum Annualized
Sqft Lease Lease Rent Minimum Rent per Minimum Rent
186 Tenant Name Unit Occupied Begin End Monthly Rent SQ FT/Year Uptick Date
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDED DIMENSIONS #520 1250 3,960 10/18/95 04/30/06 4,795.00 57,420.00 14.50 11/01/95
1-5 YR OPTION 05/01/01
ART WORKS #161 1242 1,120 08/19/93 08/31/03 1,493.33 17,919.96 16.00 09/01/96
09/01/00
B. DALTON BOOKS #24 1218 5,060 06/29/93 01/31/06 9,276.67 111,320.04 22.00 02/01/97
02/01/99
02/01/01
02/01/04
BACHRACH #011 1030 5,010 01/01/95 12/31/97 7,515.00 90,180.00 18.00 01/01/95
BLACK TIE FORMALWEAR 1082 963 07/01/96 12/31/97 1,284.00 15,408.00 16.00 01/01/95
CAPITOL JEWELRY 1114 1,775 11/09/96 11/30/01 795.00 9,540.00 5.37 12/01/96
CHERYL AND CO. #9 1026 1,431 10/20/90 01/31/01 5,962.50 71,550.00 50.00 01/01/94
01/01/98
CLAIRE'S BOUTIQUE #5866 1228 945 07/04/90 12/31/00 3,543.75 42,525.00 45.00 01/01/94
01/01/98
COMPAGNIE INT'L - LTD EXP 1048 10,351 11/19/92 11/30/02 15,526.50 186,318.00 18.00 12/01/95
NEW LEASE NOV 92 COMBINED UNIT 12/01/99
WITH #1050 + #1054
EASY SPIRIT 1022 1,364 01/01/96 12/31/02 2,728.00 32,736.00 24.00 01/01/96
1-3 YR OPTION 01/01/99
ELECTRONIC BOUTIQUE #121 1010 1,670 03/15/89 12/31/98 2,783.33 33,399.96 20.00 01/01/96
FANNIE MAY CANDIES #607 1244 720 11/22/91 11/30/01 3,600.00 43,200.00 60.00 12/01/96
FOOTACTION USA 1034 5,704 11/04/97 11/30/07 7,605.33 91,263.96 16.00 11/04/97
12/01/00
12/01/04
FOOTLOCKER #8044 1064 4,817 11/19/93 11/30/03 10,416.67 125,000.04 25.95 12/01/93
GANTOS #150 1222 6,412 01/01/89 01/31/02 7,480.67 89,768.04 14.00 04/01/97
GAP #2005 1106 2,897 04/21/86 12/31/98 4,104.08 49,248.96 17.00 02/01/92
GENERAL CINEMA #515 3P 23,949 08/01/67 07/31/97 3,416.67 41,000.04 1.71 08/01/97
GENERAL NUTRITION CENTER 1208 1,230 01/01/97 12/31/07 1,854.00 22,248.00 18.09 01/01/97
01/01/03
GLENDALE GRILL AND SALAD 1102 2,997 03/15/97 03/31/00 0.00 0.00 0.00 05/01/97
Pays 10% of Gross Sales
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Minimum Rent CAM CAM RET RET MKT/OTHER
186 Tenant Name Uptick Amt Monthly SQ FT/Year Monthly SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
ADDED DIMENSIONS #520 4,785.00 1,001.50 3.03 750.00 2.27 396.00
1-5 YR OPTION 5,115.00
ART WORKS #161 1,493.33 566.00 6.06 212.00 2.27 441.87
1,680.00
B. DALTON BOOKS #24 9,276.67 2,097.00 4.97 661.00 1.57 2,392.99
10,120.00
10,963.33
11,806.67
BACHRACH #011 7,515.00 2,208.58 5.29 835.00 2.00 2,108.39
BLACK TIE FORMALWEAR 1,284.00 427.00 5.32 173.00 2.16 470.76
CAPITOL JEWELRY 795.00 294.15 1.99 104.41 0.71 283.55
CHERYL AND CO. #9 5,962.50 600.00 5.03 199.00 1.67 403.29
6,201.00
CLAIRE'S BOUTIQUE #5866 3,543.75 429.00 5.45 164.00 2.08 624.50
3,937.50
COMPAGNIE INT'L - LTD EXP 15,526.50 3,648.00 4.23 1,695.00 1.97 3,607.58
NEW LEASE NOV 92 COMBINED UNIT 17,241.66
WITH #1050 + #1054
EASY SPIRIT 2,728.00 620.62 5.46 237.00 2.09 531.94
1-3 YR OPTION 3,069.00
ELECTRONIC BOUTIQUE #121 2,783.33 740.00 5.32 299.00 2.15 818.54
FANNIE MAY CANDIES #607 3,600.00 364.00 6.07 128.00 2.13 595.47
FOOTACTION USA 7,605.33 3,084.91 6.49 1,121.78 2.36 1,217.05
8,556.00
9,506.67
FOOTLOCKER #8044 10,416.67 2,262.00 5.64 912.00 2.27 2,232.09
GANTOS #150 7,480.67 2,669.00 5.00 1,115.00 2.09 2,008.28
GAP #2005 4,104.08 1,192.00 4.94 488.00 2.02 1,033.35
GENERAL CINEMA #515 3,416.67 5,714.00 2.86 0.00 0.00 340.00
GENERAL NUTRITION CENTER 1,854.00 556.20 5.43 189.52 1.85 588.58
2,060.00
GLENDALE GRILL AND SALAD 0.00 0.00 0.00 0.00 0.00 0.00
Pays 10% of Gross Sales
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
MKT/OTHER Gross Rents Gross Rents
186 Tenant Name SQ FT/Year SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C>
ADDED DIMENSIONS #520 1.20 21.01 6,932.50
1-5 YR OPTION
ART WORKS #161 4.73 29.07 2,713.20
B. DALTON BOOKS #24 5.68 34.22 14,427.66
BACHRACH #011 5.05 30.34 12,666.97
BLACK TIE FORMALWEAR 5.87 29.34 2,354.76
CAPITOL JEWELRY 1.92 9.99 1,477.11
CHERYL AND CO. #9 3.38 60.08 7,164.79
CLAIRE'S BOUTIQUE #5866 7.93 60.46 4,761.25
COMPAGNIE INT'L - LTD EXP 4.18 23.38 24,477.08
NEW LEASE NOV 92 COMBINED UNIT
WITH #1050 + #1054
EASY SPIRIT 4.68 36.22 4,117.56
1-3 YR OPTION
ELECTRONIC BOUTIQUE #121 5.88 33.35 4,640.87
FANNIE MAY CANDIES #607 9.92 78.12 4,687.47
FOOTACTION USA 2.56 27.41 13,029.07
FOOTLOCKER #8044 5.56 39.42 15,822.76
GANTOS #150 3.76 24.84 13,272.95
GAP #2005 4.28 28.24 6,817.43
GENERAL CINEMA #515 0.17 4.75 9,470.67
GENERAL NUTRITION CENTER 5.74 31.11 3,188.30
GLENDALE GRILL AND SALAD 0.00 0.00 0.00
Pays 10% of Gross Sales
</TABLE>
Page 17
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
PREIT-RUBIN, INC RENT ROLL
GLENDALE MALL RENT ROLL AS OF DECEMBER 1997
====================================================================================================================================
Minimum Annualized
Sqft Lease Lease Rent Minimum Rent per Minimum Rent
186 Tenant Name Unit Occupied Begin End Monthly Rent SQ FT/Year Uptick Date
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GOODMAN JEWELERS 1024 900 11/02/84 12/31/94 4,250.00 51,000.00 56.67 01/01/95
Currently Month to
Month Occupancy
H & R BLOCK 1088 800 01/01/93 4/30/97 950.00 11,400.00 14.25 01/01/96
Currently Month to
Month Occupancy
HOULIHAN'S 1232 9,282 01/17/95 01/31/06 11,547.00 138,564.00 14.93 04/01/95
1-5 YR OPTION 02/01/98
02/01/02
IMPERIAL SPORTS 1084 4,718 08/27/25 12/31/05 5,111.17 61,334.04 13.00 09/01/95
01/01/99
01/01/03
INDIANAPOLIS RESEARCH CO. 42 1,035 08/08/94 08/31/01 1,035.00 12,420.00 12.00 09/01/97
IUPUI - SOUTH 1080 800 01/15/96 05/14/02 583.33 6,999.96 8.75 06/01/96
05/01/02
IUPUI - VILLAGE 86 3,505 08/01/93 05/31/99 300.00 3,600.00 1.03 01/01/93
IUPUI - SOUTH 215 5,801 01/15/96 05/14/02 0.00 0.00 0.00 08/15/96
CLASSROOM ARE
KIMMEL SHOE REPAIR 92 560 01/01/97 12/31/98 0.00 0.00 0.00 04/01/97
Pays 12% of Gross Sales
L.A. NAILS 1210 1,440 08/24/94 08/31/99 2,280.00 27,360.00 19.00 09/01/96
L.S. AYRES 1000 237,455 01/01/60 01/31/01 32,348.92 388.187.04 1.63 02/01/92
1-18 : 3-30 YR OPTIONS
LADY FOOTLOCKER #6461 1036 2,200 09/21/91 09/30/01 5,500.00 66,000.00 30.00 10/01/96
LANE BRYANT #503 1086 4,345 11/11/85 01/31/97 5,375.00 64,500.00 14.84 01/01/93
Currently Month to
Month Occupancy
LAZARUS 1200 165,614 01/01/60 01/31/01 21,445.62 257,347.44 1.55 01/01/92
1-18 : 3-30 YR OPTIONS
LECHTERS HOUSEWARES #836 1074 3,973 02/24/89 01/31/00 5,297.33 63,567.96 16.00 02/01/96
LENSCRAFTERS OPTIQUE #006 1056 1,098 07/08/94 12/31/98 4,583.33 54,999.96 50.09 01/01/97
LIMITED #887 1042 8,494 07/01/93 06/30/08 12,741.00 152,892.00 18.00 07/01/93
07/01/98
07/01/03
LUCA PIZZA 90 1,765 04/04/94 04/30/04 2,941.67 35,300.04 20.00 05/01/97
05/01/00
MAGNA PHOTO #150 1238 692 01/01/94 12/31/00 2,537.33 30,447.96 44.00 01/01/97
MASTERCUTS FAMILY HAIRCUT 1212 1,088 09/10/96 09/03/06 2,266.67 27,200.04 25.00 10/01/96
10/01/99
10/01/03
<CAPTION>
====================================================================================================================================
Minimum Rent CAM CAM RET RET MKT/OTHER
186 Tenant Name Uptick Amt Monthly SQ FT/Year Monthly SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
GOODMAN JEWELERS 4,250.00 302.00 4.03 125.00 1.67 523.41
Currently Month to
Month Occupancy
H & R BLOCK 950.00 405.00 6.08 152.00 2.28 491.29
Currently Month to
Month Occupancy
HOULIHAN'S 11,547.00 4,161.00 5.38 1,633.00 2.14 1,973.35
1-5 YR OPTION 12,380.33
13,213.67
IMPERIAL SPORTS 5,111.17 2,077.00 5.28 821.00 2.09 1,628.54
5,504.33
6,290.67
INDIANAPOLIS RESEARCH CO. 1,035.00 261.50 3.02 196.00 2.27 365.32
IUPUI - SOUTH 583.33 0.00 0.00 0.00 0.00 0.00
263.44
IUPUI - VILLAGE 300.00 0.00 0.00 0.00 0.00 0.00
IUPUI - SOUTH 0.00 0.00 0.00 0.00 0.00 0.00
CLASSROOM ARE
KIMMEL SHOE REPAIR 0.00 0.00 0.00 0.00 0.00 0.00
Pays 12% of Gross Sales
L.A. NAILS 2,280.00 728.00 6.07 273.00 2.28 738.59
L.S. AYRES 32,348.92 39,575.83 2.00 0.00 0.00 11,268.40
1-18 : 3-30 YR OPTIONS
LADY FOOTLOCKER #6461 5,500.00 969.00 5.29 392.00 2.14 1,534.99
LANE BRYANT #503 5,375.00 1,455.00 4.02 605.00 1.67 1,309.82
Currently Month to
Month Occupancy
LAZARUS 21,445.62 27,62.33 2.00 0.00 0.00 9,478.00
1-18 : 3-30 YR OPTIONS
LECHTERS HOUSEWARES #836 5,297.33 1,559.00 4.71 564.00 1.70 927.97
LENSCRAFTERS OPTIQUE #006 4,583.33 450.20 4.92 153.00 1.67 529.97
LIMITED #887 12,741.00 2,741.00 3.87 1,391.00 1.97 2,929.32
13,448.83
14,156.67
LUCA PIZZA 2,941.67 893.00 6.07 334.00 2.27 920.90
3,382.92
MAGNA PHOTO #150 2,537.33 300.00 5.20 124.00 2.15 367.44
MASTERCUTS FAMILY HAIRCUT 2,266.67 526.77 5.81 206.00 2.27 573.01
2,448.00
2,629.33
<CAPTION>
====================================================================================================================================
MKT/OTHER Gross Rents Gross Rents
186 Tenant Name SQ FT/Year SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C>
GOODMAN JEWELERS 6.98 69.34 5,200.41
Currently Month to
Month Occupancy
H & R BLOCK 7.37 29.97 1,998.29
Currently Month to
Month Occupancy
HOULIHAN'S 2.55 25.00 19,366.35
1-5 YR OPTION
IMPERIAL SPORTS 4.14 24.51 9,637.71
INDIANAPOLIS RESEARCH CO. 4.24 19.54 1,857.82
IUPUI - SOUTH 0.00 8.75 583.33
IUPUI - VILLAGE 0.00 1.03 300.00
IUPUI - SOUTH 0.00 0.00 0.00
CLASSROOM ARE
KIMMEL SHOE REPAIR 0.00 0.00 0.00
Pays 12% of Gross Sales
L.A. NAILS 6.15 33.50 4,019.59
L.S. AYRES 0.57 4.20 83,193.15
1-18 : 3-30 YR OPTIONS
LADY FOOTLOCKER #6461 8.37 45.80 8,395.99
LANE BRYANT #503 3.62 24.15 8,744.82
Currently Month to
Month Occupancy
LAZARUS 0.69 4.24 58,525.95
1-18 : 3-30 YR OPTIONS
LECHTERS HOUSEWARES #836 2.80 25.21 8,347.79
LENSCRAFTERS OPTIQUE #006 5.97 62.48 5,716.50
LIMITED #887 4.14 27.98 19,802.32
UCA PIZZA 6.26 34.60 5,089.57
MAGNA PHOTO #150 6.37 57.72 3,328.77
MASTERCUTS FAMILY HAIRCUT 6.32 39.40 3,572.45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
PREIT-RUBIN, INC. RENT ROLL
GLENDALE MALL RENT ROLL AS OF DECEMBER 1997
====================================================================================================================================
Minimum Annualized
Sqft Lease Lease Rent Minimum Rent per Minimum Rent
186 Tenant Name Unit Occupied Begin End Monthly Rent SQ FT/Year Uptick Date
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NAT'L CITY ATM IA 50 01/01/94 12/31/98 1,000.00 12,000.00 240.00 01/01/94
NAT'L CITY DRIVE IF 3,586 01/01/94 12/31/98 1,195.33 14,343.96 4.00 01/01/94
NAT'L CITY MAIN 1264 4,212 01/01/94 12/31/98 5,967.00 71,604.00 17.00 01/01/94
NINE WEST #2005 1206 1,100 05/05/92 01/31/03 0.00 0.00 0.00 06/01/96
Pays 6% of Gross Sales
PAUL HARRIS #2553 1038 3,584 03/01/90 03/31/00 7,916.67 95,000.04 26.51 04/01/97
PAYLESS SHOESOURCE #5119 1028 2,600 10/01/94 09/30/04 3,900.00 46,800.00 18.00 10/01/94
QUALITY OPTICAL 398 977 11/01/96 12/31/00 445.00 5,340.00 5.47 11/01/96
RACK ROOM SHOES #204 1110 5,362 04/13/94 04/30/04 5,362.00 64,344.00 12.00 05/01/94
RADIO SHACK #01-6709-2 1016 2,500 11/19/90 06/30/00 3,750.00 45,000.00 18.00 06/01/97
SAM GOODY #129 1044 5,589 09/06/93 01/31/04 10,712.25 128,547.00 23.00 02/01/97
02/01/01
SMITH BRIDENSTINE OPTICIA 1240 1,192 01/01/95 12/31/01 3,973.33 47,679.96 40.00 01/01/95
TACO BELL #3300 2P 3,000 05/20/86 04/30/06 529.00 6,349.00 2.12 07/01/96
(Ground Lease) 05/01/01
THINGS REMEMBERED #808 IK 240 01/01/94 12/31/98 1,833.33 21,999.96 91.67 02/01/92
THIS END UP #119 1076 680 12/18/85 01/31/98 1,530.00 18,360.00 27.00 01/01/94
TOLLE'S HOUSE 1006 4,091 04/01/93 12/31/97 0.00 0.00 0.00 04/01/93
Pays the Lesser of $1,000
per month or 10% of Gross
Sales Includes 450 Sq Ft
TRADE SECRET 1018 1,085 08/24/93 08/31/03 1,627.50 19,530.00 18.00 09/01/95
09/01/00
UNICEF 81 433 11/01/96 10/31/99 300.00 3,600.00 8.31 12/01/96
VAN AUSDALL & FARRAR 2K 192 11/24/95 11/30/98 1,583.33 18,999.96 98.96 12/01/96
12/01/97
VICTORIA'S SECRET #54 1060 6,378 04/20/93 08/31/03 9,035.50 108,426.00 17.00 09/01/96
09/01/00
WOODEN KEY #22 1068 3,763 04/13/96 01/31/06 3,763.00 45,156.00 12.00 06/01/96
02/01/01
02/01/04
Vacant Unit 74 636
Vacant Unit 78 2,910
Vacant Unit 80 836
Vacant Unit 82 2,605
Vacant Unit 94 735
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================================
Minimum Rent CAM CAM RET RET MKT/OTHER
186 Tenant Name Uptick Amt Monthly SQ FT/Year Monthly SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
NAT'L CITY ATM 1,000.00 25.00 6.00 9.00 2.16 196.94
NAT'L CITY DRIVE 1,195.33 1,434.00 4.80 643.00 2.15 0.00
NAT'L CITY MAIN 5,967.00 2,130.00 6.07 798.00 2.27 2,021.99
NINE WEST #2005 0.00 0.00 0.00 0.00 0.00 297.33
Pays 6% of Gross Sales
PAUL HARRIS #2553 7,916.67 1,165.00 3.90 499.00 1.67 1,323.94
PAYLESS SHOESOURCE #5119 3,900.00 1,147.00 5.29 452.00 2.09 1,072.68
QUALITY OPTICAL 445.00 0.00 0.00 0.00 0.00 23.00
RACK ROOM SHOES #204 5,362.00 2,404.00 5.38 956.00 2.14 2,279.29
RADIO SHACK #01-6709-2 3,750.00 928.00 4.45 348.00 1.67 987.69
SAM GOODY #129 10,712.25 2,219.00 4.76 820.00 1.76 2,589.80
11,643.75
SMITH BRIDENSTINE OPTICIA 3,973.33 503.00 5.06 226.00 2.28 644.60
TACO BELL #3300 (Ground Lease) 529.00 0.00 0.00 0.00 0.00 0.00
608.35
THINGS REMEMBERED #808 1,833.33 268.00 13.40 41.75 2.09 254.18
THIS END UP #119 1,530.00 228.00 4.02 95.00 1.68 424.38
TOLLE'S HOUSE 0.00 0.00 0.00 0.00 0.00 0.00
Pays the Lesser of $1,000 per month or
10% of Gross Sales Includes 450 Sq Ft
TRADE SECRET 1,627.50 450.00 4.98 178.00 1.97 624.99
1,808.33
UNICEF 300.00 0.00 0.00 0.00 0.00 0.00
VAN AUSDALL & FARRAR 1,583.33 93.07 5.82 115.00 7.19 103.20
1,666.67
VICTORIA'S SECRET #54 9,035.50 2,058.00 3.87 1,044.00 1.96 1,818.74
9,567.00
WOODEN KEY #22 3,763.00 1,687.00 5.38 712.00 2.27 1,708.06
4,546.96
5,330.92
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
</TABLE>
<TABLE>
<CAPTION>
=================================================================================================
MKT/OTHER Gross Rents Gross Rents
186 Tenant Name SQ FT/Year SQ FT/Year Monthly
=================================================================================================
<S> <C> <C> <C> <C>
NAT'L CITY ATM 47.27 295.43 1,230.94
NAT'L CITY DRIVE 0.00 10.95 3,272.33
NAT'L CITY MAIN 5.76 31.10 10,916.99
NINE WEST #2005 3.24 3.24 297.33
Pays 6% of Gross Sales
PAUL HARRIS #2553 4.43 36.51 10,904.61
PAYLESS SHOESOURCE #5119 4.95 30.33 6,571.68
QUALITY OPTICAL 0.28 5.75 468.00
RACK ROOM SHOES #204 5.10 24.62 11,001.29
RADIO SHACK #01-6709-2 4.74 28.87 6,013.69
SAM GOODY #129 5.56 35.09 16,341.05
SMITH BRIDENSTINE OPTICIA 6.49 53.83 5,346.93
TACO BELL #3300 (Ground Lease) 0.00 2.12 529.00
THINGS REMEMBERED #808 12.26 119.41 2,388.26
THIS END UP #119 7.49 40.19 2,277.38
TOLLE'S HOUSE 0.00 0.00 0.00
Pays the Lesser of $1,000 per month or
10% of Gross Sales Includes 450 Sq Ft
TRADE SECRET 6.91 31.86 2,880.49
UNICEF 0.00 8.31 300.00
VAN AUSDALL & FARRAR 6.45 118.41 1,894.60
VICTORIA'S SECRET #54 3.42 26.26 13,956.24
WOODEN KEY #22 5.45 25.10 7,870.06
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
</TABLE>
Page 19
<PAGE>
<TABLE>
<CAPTION>
====================================================================================================================================
PREIT-RUBIN, INC. RENT ROLL
GLENDALE MALL RENT ROLL AS OF DECEMBER 1997
====================================================================================================================================
Minimum Annualized
Sqft Lease Lease Rent Minimum Rent per Minimum Rent
186 Tenant Name Unit Occupied Begin End Monthly Rent SQ FT/Year Uptick Date
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant Unit 1002 5,371
Vacant Unit 1008 2,100
Vacant Unit 1014 2,410
Vacant Unit 1020 1,050
Vacant Unit 1058 1,640
Vacant Unit 1070 1,240
Vacant Unit 1090 1,845
Vacant Unit 1100 12,347
Vacant Unit 1202 306
Vacant Unit 1204 823
Vacant Unit 1214 7,860
Vacant Unit 1226 760
Vacant Unit 1230 935
Vacant Unit 1234 1,080
Vacant Unit 1236 150
Vacant Unit 1246 3,930
Vacant Unit 1251 3,070
Vacant Unit 1252 620
Vacant Unit 1254 6,630
Vacant Unit 1258 1,000
Vacant Unit 1260 2,760
Vacant Unit 1262 560
--------- -------------- ---------------
Total_Sqft Occupied: 654,763 Totals 279,687.11 3,356,245.32
============== ===============
Grand Total_Sqft Occupied: 588,554
<CAPTION>
====================================================================================================================================
Minimum Rent CAM CAM RET RET MKT/OTHER
186 Tenant Name Uptick Amt Monthly SQ FT/Year Monthly SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
------------ ----------- -----------
478,834.11 23,211.46 72,015.85
============ =========== ===========
<CAPTION>
====================================================================================================================================
MKT/OTHER Gross Rents Gross Rents
186 Tenant Name SQ FT/Year SQ FT/Year Monthly
====================================================================================================================================
<S> <C> <C> <C> <C>
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
Vacant Unit
--------------
504,134.08
==============
</TABLE>
Page 20
<PAGE>
EXHIBIT "E" [Location Map Appears Here]
<PAGE>
EXHIBIT F
---------
LANDLORD'S ESTOPPEL CERTIFICATE
-------------------------------
Re:
-------------------------
Gentlemen:
, as Landlord (the "Landlord"), entered into a lease
(the "Lease") with the undersigned, as tenant, dated , 19 , for certain
space (the "Premises") located in the aforementioned shopping center.
Knowing that you or your successors and assigns and all parties having any
interest in the Premises are relying upon the accuracy of the information
contained herein, the undersigned certifies as follows:
1. The Lease is in full force and effect, and Tenant is in actual possession of
the Premises.
2. The Lease has not been modified, supplemented or amended in any way, except
as indicated therein or by the following agreements:
3. All work required by the Lease to be performed by the Landlord as of the
date hereof has been completed and is in accordance with the provisions of the
Lease.
4. The undersigned has received no written claim from Tenant for any offset,
set-off, rebate, concession, abatement or defense against or with respect to
rent, additional rent or other sums payable under the terms of the Lease.
5. There are no defaults under the terms of the Lease by the undersigned, and
to its knowledge, there are no defaults by Tenant under the Lease.
6. To the undersigned's knowledge, no event has occurred which, with the
passage of time or the giving of notice, or both, will constitute a default
under the terms of the Lease.
Very truly yours,
By: Date:
--------------------------- --------------------------
Authorized signatory
<PAGE>
EXHIBIT "G"
List of Litigation Matters
--------------------------
1. Miriam Riley and Walter Riley v. Glendale Center and Southeast Service
Corporation, Marion Superior Court, State of Indiana, County of Marion,
Cause No. 49D12-9710-CT-1524
2. Choung Oun Lee, formerly known as Oak Cha Lee and Ok Cha Lee v. Indianapolis
Mall Associates, an Indiana general partnership (d/b/a The Glendale Mall),
First Capital Income Properties, Ltd.-Series X, a Florida limited
partnership, First Capital Income Properties, Ltd.-Series IX, a Florida
limited partnership, First Capital Financial Corporation and Equity
Properties and Development Limited Partnership, an Illinois limited
partnership, Marion Superior Court, State of Indiana, County of Marion, Cause
No. 49C01-9611-CT-2546
3. Michael Joseph and Stephen Alexander vs. Indianapolis Mall Associates, d/b/a
Glendale Shopping Center and Glendale Mall; Equity Properties & Development
Corporation; First Capital Financial Corporation; First Capital Income
Properties - Ltd. Series IX Florida Limited Partnership; City of
Indianapolis; Indianapolis Police Department; Sergeant Robert Holt; and,
Unidentified Indianapolis Police Officers (John Does), United States District
Court for the Southern District of Indiana, Case No. IP97-1247-C-M/S
4. Equity Properties & Development Limited Partnership, an Illinois limited
partnership as agent for landlord by SC Management, Inc., an Illinois
corporation v. Smith Bridenstine Opticians, Inc., Marion Superior Court,
State of Indiana, County of Marion, Cause No. 49D01-9802-CT-170
<PAGE>
EXHIBIT 2.2
FIRST AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This First Amendment to Real Estate Purchase and Sale Agreement ("First
Amendment") is made and entered into as of June 24, 1998 by and between Glendale
Centre, LLC, an Indiana limited liability company ("Purchaser"), and
Indianapolis Mall Associates, an Indiana general partnership ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998 (the "Original Agreement")
pursuant to which Seller agreed to sell and Purchaser agreed to purchase certain
Property, as defined in the Original Agreement, pursuant and subject to the
terms of the Original Agreement; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including July 27,
1998.
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this First Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this First Amendment
to Real Estate Purchase and Sale Agreement as of the date first written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: Xxxxx Xxxxx
----------------------------------
Printed Name: Thomas K. McKinnon
------------------------
Its: Member
---------------------------------
<PAGE>
Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties, Ltd. - Series
IX, a Florida limited partnership, partner
By: First Capital Finance Corporation, a
Florida corporation, general partner
By: /s/ Norman Field
-----------------------------------------
Name: Norman Field
---------------------------------------
Title: Vice President--Finance
--------------------------------------
By: First Capital Income Properties, Ltd. - Series
X, a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
-----------------------------------------
Name: Norman Field
---------------------------------------
Title: Vice President--Finance
--------------------------------------
<PAGE>
EXHIBIT 2.3
SECOND AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Second Amendment to Real Estate Purchase and Sale Agreement ("Second
Amendment") is made and entered into as of July 25, 1998 by and between Glendale
Centre, LLC, an Indiana limited liability company ("Purchaser"), and
Indianapolis Mall Associates, an Indiana general partnership ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998
(the "Original Agreement") pursuant to which Seller agreed to sell and Purchaser
agreed to purchase certain Property, as defined in the Original Agreement,
pursuant and subject to the terms of the Original Agreement; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including July 31,
1998.
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this First Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Second
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: Xxxxxxxxxxx
---------------------------------------
Printed Name: Thomas K. McKinnon
-----------------------------
Its: Member
--------------------------------------
<PAGE>
Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties, Ltd. - Series
IX, a Florida limited partnership, partner
By: First Capital Finance Corporation, a
Florida corporation, general partner
By: /s/ Norman Field
----------------------------
Name: Norman Field
--------------------------
Title: Vice President
-------------------------
By: First Capital Income Properties, Ltd. - Series
X, a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
----------------------------
Name: Norman Field
--------------------------
Title: Vice President
-------------------------
<PAGE>
EXHIBIT 2.4
THIRD AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Third Amendment to Real Estate Purchase and Sale Agreement ("Third
Amendment") is made and entered into as of July 31, 1998 by and between Glendale
Center, LLC, an Indiana limited liability company ("Purchaser"), and
Indianapolis Mall Associates, an Indiana general partnership ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement date June 24, 1998
and Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998 (collectively, the "Original Agreement") pursuant to which Seller
agreed to sell and Purchaser agreed to purchase certain Property, as defined in
the Original Agreement, pursuant and subject to the terms of the Original
Agreement: and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement.
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including August 7,
1998.
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Third Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Third Amendment
to Real Estate Purchase and Sale Agreement as of the date first written above.
GLENDALE CENTRE, LLC, and Indiana limited
liability company
By: /s/ ?
------------------------------------
Printed Name: /s/ ?
--------------------------
Its: Member
-----------------------------------
Indianapolis Mall Associates, an Indiana
general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Dave Lawrence
-------------------------------
Name: Dave Lawrence
------------------------------
Title: Vice President
-----------------------------
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited partnership,
partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Dave Lawrence
-------------------------------
Name: Dave Lawrence
------------------------------
Title: Vice President
-----------------------------
-2-
<PAGE>
EXHIBIT 2.5
FOURTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Fourth Amendment to Real Estate Purchase and Sale Agreement ("Fourth
Amendment") is made and entered into as of August 7, 1998 by and between
Glendale Center, LLC, an Indiana limited liability company ("Purchaser"), and
Indianapolis Mall Associates, an Indiana general partnership ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
Second Amendment to Real Estate Purchase and Sale Agreement dated as of July 25,
1998 and Third Amendment to Real Estate Purchase and Sale Agreement dated as of
July 31, 1998 (collectively, the "Original Agreement") pursuant to which Seller
agreed to sell and Purchaser agreed to purchase certain Property, as defined in
the Original Agreement, pursuant and subject to the terms of the Original
Agreement; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed a follows:
1. The Review Period is hereby extended through and including October 6,
1998.
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Fourth Amendment with
initial capital except as specifically set forth herein shall have the
same meaning as that used in the Original Agreement.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Fourth
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC, an Indiana
limited liability company
By: /s/ Martin V. Shrader
----------------------------------------
Printed Name: Martin V. Shrader
------------------------------
Its: Treasurer
---------------------------------------
Indianapolis Mall Associates, an Indiana
general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited partnership,
partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Dave Lawrence
--------------------------------
Name: Dave Lawrence
------------------------------
Title: Vice President
-----------------------------
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited partnership,
partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Dave Lawrence
--------------------------------
Name: Dave Lawrence
------------------------------
Title: Vice President
-----------------------------
-2-
<PAGE>
EXHIBIT 2.6
FIFTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Fifth Amendment to Real Estate Purchase and Sale Agreement ("Fifth
Amendment") is made and entered into as of 3:30 PM EDT, October 5, 1998 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998 and by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998 (collectively, the "Original
Agreement"), pursuant to which Seller agreed to sell and Purchaser agreed to
purchase certain Property, as defined in the Original Agreement, pursuant and
subject to the terms of the Original Agreement; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement, and making other
modifications as set forth below;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including October 20,
1998.
2. In the event that Purchaser has not delivered a Termination Statement
on or before October 20, 1998, One Hundred Thousand Dollars ($100,000)
of the Earnest Money will be non-refundable; provided, however, that
in the event Purchaser does not close on the Property as a result of a
breach of the Agreement by Seller or a result of Seller's failure to
satisfy any condition of closing as set forth in the Agreement, all of
the Earnest Money shall be refunded to Purchaser.
3. Seller and Purchaser hereby acknowledge (a) that Purchaser is
currently negotiating a ten year extension to the May Company lease,
subject to certain terms and conditions as may be required by
Purchaser and the May Company (the "Lease Extension"), and (b) that
the Lease Extension shall not be enforceable against Seller in the
event the sale of the Property to Purchaser
<PAGE>
fails to occur. In the event that Lease Extension has not been fully
executed within sixty (60) days after the expiration of the Review
Period, an additional One Hundred Thousand Dollars ($100,000) of the
Earnest Money will be non-refundable; provided, however, that in the
event Purchaser does not close on the Property as a result of a breach
of the Agreement by Seller or a result of Seller's failure to satisfy
any condition of closing as set forth in the Agreement, all of the
Earnest Money shall be refunded to Purchaser. Upon the execution of
the Lease Extension by May Company and Purchaser, which execution
shall take place not later than ninety (90) days after expiration of
the Review Period (the "90-Day Period"), all of the Earnest Money will
be non-refundable; provided, however, that in the event Purchaser does
not close on the Property as a result of a breach of the Agreement by
Seller or a result of Seller's failure to satisfy any condition of
closing as set forth in the Agreement, all of the Earnest Money shall
be refunded to Purchaser. At any time prior to the earlier of (a)
expiration of the 90-Day Period, or (b) the full execution of the
Lease Extension, Purchaser may notify Seller that Purchaser believes,
in its sole discretion, that a Lease Extension mutually agreeable to
Purchaser and May Company will not be competed in a timely manner and
that Purchaser elects to terminate the Agreement. Upon the receipt of
such notice or if Purchaser fails to notify Seller that the Lease
Extension has not been fully executed by the expiration of the 90-Day
Period, Seller will direct the Title Company to release to Purchaser
the remaining $300,000 of Earnest Money, and the Agreement will
terminate, subject to the continuing obligations, if any, expressly
set forth therein, and the Agreement will terminate, subject to the
continuing obligations, if any, expressly set forth therein; provided,
however, that if Purchaser's notice is provided to Seller on or before
a date sixty (60) days after the Review Period expires, Seller will
direct the Title Company to release to Purchaser the remaining
$400,000 of Earnest Money.
4. Notwithstanding any expiration of the Review Period, Purchaser shall
continue to have the ability and right to inspect the Property as
provided for in the Agreement, subject to the limitations and
obligations set forth therein.
5. The Closing Date, as defined in Section 4.1 of the Agreement shall be
extended to a date not later than forty-five (45) days after the
execution of the Lease Extension by May Company and Purchaser.
6. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the
-2-
<PAGE>
Original Agreement are contrary to or contradict the terms or
provisions set forth herein, the terms and provisions set forth herein
shall govern. All terms in this Fifth Amendment with initial capitals
except as specifically set forth herein shall have the same meaning as
that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed the Fifth Amendment
to Real Estate Purchase and Sale Agreement as of the date first written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By: /s/ ?
-------------------------------------
Printed Name: /s/ ?
---------------------------
Its: Member
------------------------------------
INDIANAPOLIS MALL ASSOCIATES,
an Indiana general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Donald J. Liebentritt
-------------------------------------
Printed Name: /s/ Donald J. Liebentritt
---------------------------
Title: Vice President
---------------------------------
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Donald J. Liebentritt
-------------------------------------
Printed Name: /s/ Donald J. Liebentritt
---------------------------
Title: Vice President
---------------------------------
-3-
<PAGE>
EXHIBIT 2.7
SIXTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Sixth Amendment to Real Estate Purchase and Sale Agreement ("Sixth
Amendment") is made and entered into as of October 20, 1998 by and between
Glendale Center, LLC, an Indiana limited liability company ("Purchaser"), and
Indianapolis Mall Associates, an Indiana general partnership ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, and by a Fifth Amendment to Real
Estate Purchase and Sale Agreement dated as of October 5, 1998 (collectively,
the "Original Agreement"), pursuant to which Seller agreed to sell and Purchaser
agreed to purchase certain Property, as defined in the Original Agreement,
pursuant and subject to the terms of the Original Agreements; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement, and making other
modifications as set forth below;
NOW, THEREFORE, in consideration of the premises and ?????????? ?????????
of the parties hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby
agreed as follows:
1. The Review Period is hereby extended through and including November 3,
1998.
2. The reference to "October 20, 1998" in Paragraph 2 of the Fifth
Amendment is hereby deleted and replaced with "November 3, 1998."
3. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised of modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Sixth Agreement with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have concluded this Sixth
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By:
--------------------------------------
Printed Name:
-----------------------------
By: Member
--------------------------------------
INDIANAPOLIS MALL ASSOCIATES,
an Indiana general partnership
By: First Capital Income Properties, Ltd.--
Series IX, a Florida limited partnership,
partner
By: First Capital Financial Corporation, a
Florida corporation, general partner
By: /s/ Donald J. Liebentritt
-----------------------------------
Printed Name: Donald J. Liebentritt
------------------------
Title: Vice President
-------------------------------
By: First Capital Income Properties, Ltd.--
Series X, a Florida limited partnership,
partner
By: First Capital Financial Corporation, a
Florida corporation, general partner
By: /s/ Donald J. Liebentritt
-----------------------------------
Printed Name: Donald J. Liebentritt
------------------------
Title: Vice President
-------------------------------
-2-
<PAGE>
EXHIBIT 2.8
SEVENTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Seventh Amendment to Real Estate Purchase and Sale Agreement
("Seventh Amendment") is made and entered into as of October 20, 1998 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, and by a Sixth
Amendment to Real Estate Purchase and Sale Agreement dated as of October 20,
1998 (collectively, the "Original Agreement"), pursuant to which Seller agreed
to sell and Purchaser agreed to purchase certain Property, as defined in the
Original Agreement, pursuant and subject to the terms of the Original Agreement;
and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including
November 10, 1998.
2. The reference to "November 3, 1998" in Paragraph 2 of the Sixth
Amendment is hereby deleted and replaced with "November 10, 1998."
3. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Seventh Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Seventh
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By: /s/ ?
------------------------------------
Printed Name: Thomas K. Mc?????
--------------------------
Its: Member
-----------------------------------
Indianapolis Mall Associates, an Indiana
general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Norman M. Field
-------------------------------
Name: Norman M. Field
------------------------------
Title: Vice President/Treasurer
-----------------------------
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited partnership,
partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Norman M. Field
--------------------------------
Name: Norman M. Field
------------------------------
Title: Vice President/Treasurer
-----------------------------
-2-
<PAGE>
EXHIBIT 2.9
EIGHTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Eighth Amendment to Real Estate Purchase and Sale Agreement ("Eighth
Amendment") is made and entered into as of November 10, 1998 by and between
Glendale Centre, LLC, an Indiana limited liability company ("Purchaser") and
Indianapolis Mall Associates, an Indiana general partnership, ("Seller") and
WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate and Sale
Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, by a Sixth Amendment to
Real Estate Purchase and Sale Agreement dated as of October 20, 1998 and by a
Seventh Amendment dated as of November 3, 1998 (collectively, the "Original
Agreement") pursuant to which Seller agreed to sell and Purchaser agreed to
purchase certain property, as defined in the Original Agreement, pursuant and
subject to the terms of the Original Agreement; and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including November
17, 1998.
2. The reference to "November 10, 1998" in Paragraph 2 of the Seventh
Amendment is hereby deleted and replaced with "November 17, 1998."
3. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Eighth Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Eighth Amendment to
Real Estate Purchase and Sale Agreement as of the date first written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: /s/ John A. Kite
------------------------------------------
Printed Name: John A. Kite
--------------------------------
Title: Member
---------------------------------------
Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties,
LTD - Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida Corporation, general partner
By: /s/ Dave Lawrence
----------------------------------
Printed Name: Dave Lawrence
------------------------
Title: VP
-------------------------------
By: First Capital Income Properties,
LTD - Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida Corporation, general partner
By: /s/ Dave Lawrence
----------------------------------
Printed Name: Dave Lawrence
------------------------
Title: VP
-------------------------------
2
<PAGE>
EXHIBIT 2.10
NINTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Ninth Amendment to Real Estate Purchase and Sale Agreement ("Ninth
Amendment") is made and entered into as of 3:30 PM CST, November 17, 1998 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, by a Sixth Amendment to
Real Estate Purchase and Sale Agreement dated October 20, 1998, by a Seventh
Amendment to Real Estate Purchase and Sale Agreement dated October 20, 1998, and
by an Eighth Amendment to Real Estate Purchase and Sale Agreement dated
November 10, 1998 (collectively, the "Original Agreement"), pursuant to which
Seller agreed to sell and Purchaser agreed to purchase certain Property, as
defined in the Original Agreement, pursuant and subject to the terms of the
Original Agreement; and
WHEREAS, Purchaser and Seller are each desirous of amending the Purchase
Price and Earnest Money provisions, acknowledging the expiration of the "Review
Period" as defined in Section 5.5 of the Original Agreement, and making other
modifications as set forth below;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The parties acknowledge that the Review Period expired 11:50 PM CST
November 17, 1998.
2. The Purchase Price, as defined in Section 2.1 of the Original
Agreement, is hereby amended to be Fifteen Million Seven Hundred
Thousands Dollars ($15,700,000).
3. The existing Earnest Money in the amount of Five Hundred Thousand
Dollars ($500,000) deposited in escrow with the Title Company,
together with all interest accrued thereon shall promptly and in all
events not later than 1:00 PM CST, November 23, 1998 be returned by
wire transfer to Purchaser or to such account as Purchaser may direct
in writing. Promptly and in all
<PAGE>
events not later than 1:00 CST, November 23, 1998 Purchaser shall
deposit One Hundred Thousand Dollars ($100,000) Earnest Money with
Seller, which Earnest Money shall be non-refundable and shall be
applied at Closing in the manner provided in Article III of the
Original Agreement; provided, however, that in the event Purchaser
does not close on the Property as a result of a breach of the
Agreement by Seller or as a result of Seller's failure to satisfy any
condition of closing as set forth in the Agreement (other than the
conditions of Section 5.4 of the Original Agreement), all of the
Earnest Money shall be refunded to Purchaser.
4. Paragraph 3 of the Fifth Amendment is deleted and replaced in its
entirety as follows: "Seller and Purchaser hereby acknowledge (a)
that Purchaser is currently negotiating a ten year extension to the
May Company lease, subject to certain terms and conditions as may be
required by Purchaser and the May Company (the "Lease Extension"), and
(b) that the Lease Extension shall not be enforceable against Seller
in the event the sale of the Property to Purchaser fails to occur. In
the event that the Lease Extension has not been fully executed within
sixty (60) days after the expiration of the Review Period and
Purchaser has not terminated the Agreement by written notice thereof
to Seller, an additional One Hundred Thousand Dollars ($100,000) in
Earnest Money shall be deposited with Seller by wire transfer, and
will be non-refundable; provided, however, that in the event Purchaser
does not close on the Property as a result of a breach of the
Agreement by Seller or as a result of Seller's failure to satisfy any
condition of closing as set forth in the Agreement (other than the
conditions of Section 5.4 of the Original Agreement), all of the
Earnest Money shall be refunded to Purchaser. Upon the earlier of (i)
execution of the Lease Extension by May Company and Purchaser, or (ii)
the expiration of ninety (90) days after expiration of the Review
Period (the "90-Day Period") unless Purchaser has previously
terminated the Agreement by written notice to Seller, an additional
Three Hundred Thousand Dollars ($300,000) in Earnest Money shall be
deposited with Seller by wire transfer and will be non-refundable;
provided, however, that in the event Purchaser does not close on the
Property as a result of a breach of the Agreement by Seller or as a
result of Seller's failure to satisfy any condition of closing as set
forth in the Agreement (other than conditions of Section 5.4 of the
Original Agreement), all of the Earnest Money shall be refunded to
Purchaser. At any time prior to the earlier of (a) expiration of the
90-Day Period, or (b) the full execution of the Lease Extension,
Purchaser may notify Seller that Purchaser believes, in its sole
discretion, that a Lease Extension mutually agreeable to Purchaser and
May Company will not be
-2-
<PAGE>
completed in a timely manner and that Purchaser elects to terminate
the Agreement.
5. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the exact that any terms or
provisions of the Original Agreement are contrary to or contradict the
terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Ninth Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Ninth
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: /s/
--------------------------------------
Printed Name:
----------------------------
Its: Member
-------------------------------------
Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties,
Ltd-Series IX, a Florida limited
partnership, partner
By: First Capital Financial
Corporation, a Florida
corporation, general partner
By: /s/ Norman Field
----------------------------
Printed Name: Norman Field
------------------
Title: President
-------------------------
-3-
<PAGE>
By: First Capital Income Properties, Ltd.--
Series X, a Florida limited partnership, partner
By: First Capital Financial Corporation, a
Florida corporation, general partner
By: /s/ Norman Field
--------------------------------
Printed Name: Norman Field
-----------------------
Title: President
------------------------------
-4-
<PAGE>
EXHIBIT 2.11
Tenth Amendment to Real Estate
Purchase and Sale Agreement
This Tenth Amendment to Real Estate Purchase and Sale Agreement ("Tenth
Amendment") is made and entered into as of 9:00 AM CST, January 19, 1999 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, by a Sixth Amendment to
Real Estate Purchase and Sale Agreement dated October 20, 1998, by a Seventh
Amendment to Real Estate Purchase and Sale Agreement dated October 20, 1998, by
an Eighth Amendment to Real Estate Purchase and Sale Agreement dated November
10, 1998, and by a Ninth Amendment to Real Estate Purchase and Sale Agreement
dated November 17, 1998 (collectively, the "Original Agreement"), pursuant to
which Seller agreed to sell and Purchaser agreed to purchase certain Property,
as defined in the Original Agreement, pursuant and subject to the terms of the
Original Agreement; and
WHEREAS, Purchaser and Seller are each dealers of amending the Earnest
Money provisions, and making other modifications as set forth below;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. Paragraph 3 of the Fifth Amendment as replaced by Paragraph 4 of the
Ninth Amendment is hereby amended by: (i) deleting the phrase "within
sixty (60) days after the expiration of the Review Period" from the
second sentence of such paragraph and substituting therefore "by 5:00
p.m. CST February 8, 1999" (ii) deleting the phrase "the expiration of
ninety (90) days after expiration of the Review Period (the "90-Day
Period")" from the third sentence of such paragraph and substituting
therefore "5:00 p.m. CST March 8, 1999" and (iii) deleting the phrase
"expiration of the 90-Day Period" from the fourth sentence of such
paragraph and substituting therefore "5:00 p.m. CST March 8, 1999".
<PAGE>
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Ninth Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Ninth Amendment
to Real Estate Purchase and Sale Agreement as of the date first written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: /s/ Thomas K. McGowan
------------------------------
Printed Name: Thomas K. McGowan
--------------------
Its: Member
-----------------------------
Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited partnership,
partner
By: First Capital Financial Corporation, a
Florida Corporation, general partner
By: /s/ Donald J. Liebentritt
-----------------------------------
Printed Name: Donald J. Liebentritt
-------------------------
Title: Vice President
--------------------------------
-2-
<PAGE>
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Donald J. Liebentritt
----------------------------------
Printed Name: Donald J. Liebentritt
-------------------------
Title: Vice President
-------------------------------
-3-
<PAGE>
EXHIBIT 2.12
ELEVENTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Eleventh Amendment to Real Estate Purchase and Sale Agreement (this
"Amendment") is made and entered into as of this 25th day of February, 1999, by
and between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller"), with reference to the following:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated October 5, 1998, by a Sixth Amendment to Real
Estate Purchase and Sale Agreement dated October 20, 1998, by a Seventh
Amendment to Real Estate Purchase and Sale Agreement dated October 20, 1998, by
an Eighth Amendment to Real Estate Purchase and Sale Agreement dated November
10, 1998, by a Ninth Amendment to Real Estate Purchase and Sale Agreement dated
November 17, 1998, and by a Tenth Amendment to Real Estate Purchase and Sale
Agreement dated January 19, 1999 (collectively, the "Original Agreement"),
pursuant to which Seller agreed to sell and Purchaser agreed to purchase certain
Property, as defined in the Original Agreement, pursuant and subject to the
terms of the Original Agreement; and
WHEREAS, in contemplation of both Purchaser's anticipated acquisition of
the Property pursuant to the Original Agreement, and planned development of the
Property after such acquisition, Purchaser has requested Seller to terminate a
certain Lease Agreement dated November 18, 1998 (the "Lease") between Equity
Properties and Development Limited Partnership, as agent for Seller, and
Glendale Cinema, Inc., an Indiana corporation d/b/a Glendale Cinema (the "Cinema
Tenant"), affecting a portion of the Property; and
WHEREAS, Seller would incur certain losses, including without limitation
loss of rental income, in the event the Lease is terminated and Purchaser shall
fail to close on the acquisition of the Property pursuant to the Original
Agreement; and
WHEREAS, Seller is willing to terminate the Lease subject to and upon the
terms set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. All capitalized terms used herein shall have the meanings ascribed
thereto in the Original Agreement unless otherwise defined herein.
<PAGE>
2. Seller shall exercise its rights under the Lease to terminate the
Lease, and shall utilize reasonably prudent efforts to cause such termination to
be effective by no later than April 30, 1999. Purchaser shall pay to Seller by
wire transfer the sum of Seventy-Two Thousand Dollars ($72,000) (the "Lease
Termination Payment") as security for the amount of Seller's loss of rental
income resulting from the termination of the Lease between the date such Lease
is effectively terminated and the earlier of (i) the end of the first lease year
and (ii) the Closing (the "Lost Income"). The Lease Termination Payment shall be
paid to Seller by no later than (a) 5:00 p.m. CST on March 8, 1999, if Purchaser
has previously terminated the Agreement by written notice to Seller, or (b) 5:00
p.m. CST on April 30, 1999, or such later date as may be agreed upon by Seller
and Purchaser in writing (the "End Payment Date"), if the Closing shall not have
theretofore occurred; provided, however, that in the event the Closing shall
take place after the date the Lease Termination Payment has been made, Seller
shall reimburse to Purchaser at Closing the amount by which the Lease
Termination Payment exceeds the Lost Income. If the Closing shall occur before
the End Payment Date, Purchaser shall pay to Seller at Closing an amount equal
to the Lost Income and shall have no further liability to make the Lease
Termination Payment. The Lease Termination Payment shall be non-refundable
except as provided hereinabove and in the event both (i) the Lease Termination
Payment was made in accordance with clause (b) of the second sentence of this
paragraph 2, and (ii) Purchaser does not close on the Property as a result of a
breach of the Agreement by Seller or as a result of Seller's failure to satisfy
any condition of closing as set forth in the Agreement (other than conditions of
Section 5.4 of the Original Agreement). The Lease Termination Payment shall be
in addition to Purchaser's Earnest Money obligations under the Original
Agreement.
3. Except in the event Purchaser does not close on the Property as a
result of a breach of the Agreement by Seller or as a result of Seller's failure
to satisfy any condition of closing as set forth in the Agreement (other than
conditions of Section 5.4 of the Original Agreement), Purchaser hereby agrees to
indemnify, defend and hold harmless Seller from and against any Lost Income, and
any and all loss, cost, liability or expense arising from claims of the Cinema
Tenant, or any other entity claiming by, through or under the Cinema Tenant,
including without limitation any of the Cinema Tenant's affiliates or
representatives, as a result of the termination of the Lease, but specifically
excluding any claims (i) relating to the Cinema Tenant's prepayment of any rent,
common area maintenance charges, taxes or other payments made by Cinema Tenant
under the Lease, or (ii) as a result of Seller's acts or omissions other than
the above act of termination.
4. Notwithstanding anything to the contrary set forth in the Original
Agreement, the terms and provisions of this Amendment shall survive the
termination of the Original Agreement and/or the Closing.
5. If Cinema Tenant has not vacated the Leased Premises under the Lease
by April 30, 1999, the Closing Date shall be extended to the earlier to occur of
(a) the third (3rd) business day after such vacation, or (b) August 31, 1999,
provided that Purchaser shall, in the name and on behalf of Seller diligently
pursue the eviction of Cinema Tenant pursuant to the termination, and Purchaser
shall bear all costs in connection with such eviction. Seller shall, at no cost
to Seller, fully cooperate with Purchaser in any and all lawful efforts to cause
Cinema Tenant to vacate the Leased Premises under the Lease, whether by way of
eviction negotiated settlement or otherwise.
6. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not be
limited, revised or modified hereby. To the extent that any terms or provisions
of the Original Agreement are contrary to or contradict the terms or provisions
set forth herein, the terms and provisions set forth herein shall govern.
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Eleventh
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By: /s/
-------------------------------
Printed Name:
-------------------------------
Its:
-------------------------------
INDIANAPOLIS MALL ASSOCIATES,
an Indiana general partnership
By: First Capital Income Properties, Ltd. - Series IX,
a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
-------------------------------
Printed Name: NORMAN FIELD
-------------------------------
Title: Vice President
-------------------------------
By: First Capital Income Properties, Ltd. - Series X,
a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
-------------------------------
Printed Name: NORMAN FIELD
-------------------------------
Title: Vice President
-------------------------------
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed this Eleventh
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By: /s/ Paul W. Kite
-------------------------------
Printed Name: PAUL W. KITE
-------------------------------
Its: Member
-------------------------------
INDIANAPOLIS MALL ASSOCIATES,
an Indiana general partnership
By: First Capital Income Properties, Ltd. - Series IX,
a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
-------------------------------
Printed Name: NORMAN FIELD
-------------------------------
Title: Vice President
-------------------------------
By: First Capital Income Properties, Ltd. - Series X,
a Florida limited partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Norman Field
-------------------------------
Printed Name: NORMAN FIELD
-------------------------------
Title: Vice President
-------------------------------
<PAGE>
EXHIBIT 2.13
- --------------------------------------------------------------------------------
CLOSING STATEMENT INFORMATION
- --------------------------------------------------------------------------------
Property Name: Glendale Mall, Indianapolis, Indiana
Seller: Indianapolis Mall Associates
An Indiana general partnership
Purchaser: Glendale Centre, LLC
An Indiana Limited Liability Company
Proration Date: 5/21/99
Proration as of: 11:59 PM, FRIDAY, MAY 21, 1999
Closing Date: 5/21/99
Closing as of: FRIDAY, MAY 21, 1999
Tax Begin Date: 1/1/99
Tax End Date: 12/31/99
Month Begin Date 5/1/99
Month End Date 5/31/99
DISTRIBUTE TO: George Touras
Norm Field
Dan Henning
John Santa Lucia
Kite Development
<PAGE>
CLOSING STATEMENT
FOR SALE OF
Glendale Mall, Indianapolis, Indiana
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
SELLER: Indianapolis Mall Associates
An Indiana general partnership
PURCHASER: Glendale Centre, LLC
An Indiana Limited Liability Company
PRORATION DATE: 11:59 PM, FRIDAY, MAY 21, 1999
CLOSING (FUNDING) DATE: FRIDAY, MAY 21, 1999
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CREDIT CREDIT
PURCHASER SELLER
---------------------- ----------------------
<S> <C> <C>
PURCHASE PRICE 15,700,000.00
EARNEST MONEY 500,000.00
PETTY CASH 500.00
L.S. AYRES SETTLEMENT OF CAM AND MISC. BUILDING ISSUES 21,000.00
SECURITY VEHICLE BUYOUT 423.58
REIMBURSEMENT OF 50% OF SURVEY COST 1,750.00
THEATER CLOSING REIMBURSEMENT (ORIG. $72,000 LESS $14,325.76) 57,674.24
MARKETING ACCOUNT BALANCE (YTD 5/99) 56,625.00
PRO-RATE REAL ESTATE TAXES [See Schedule A] 104,633.28
TOTAL PREPAID TENANT CHARGES [See Schedule B] 600.00
PRO-RATE SERVICE CONTRACTS [See Schedule C] 2,136.59
PRO-RATE MAY, 1999 RETAIL LEASE CHARGES [See Schedule D1] 132,053.45
PRO-RATE MAY, 1999 SPEC.LSG. LEASE CHARGES [See Schedule D2] 6,106.32
SECURITY DEPOSITS [See Schedule E] 15,659.75
LEASING COSTS [See Schedule F] 0.00
PERCENTAGE RENT RECONCILIATION [See Schedule G] 0.00
---------------------- ----------------------
SUBTOTALS 894,352.04 15,704,810.17
BALANCE DUE TO SELLER 14,810,458.13
---------------------- ----------------------
TOTAL CREDITS 15,704,810.17 15,704,810.17
===================== =====================
APPROVED: SELLER APPROVED: PURCHASER
Indianapolis Mall Associates Glendale Centre, LLC
An Indiana general partnership An Indiana Limited Liability Company
By: First Capital Income Properties, Ltd.- Series IX,
A Florida limited partnership, partner By: ________________________________
By: First Capital Financial Corporation,
A Florida Corporation, general partner Name _______________________________
By: _______________________________ Its: _______________________________
Name: _____________________________
Its: ______________________________
By: First Capital Income Properties, Ltd.- Series X,
A Florida limited partnership, partner
By: First Capital Financial Corporation,
A Florida Corporation, general partner
By: _______________________________
Name: _____________________________
Its: ______________________________
</TABLE>
<PAGE>
Glendale Mall, Indianapolis, Indiana
SOURCES AND USES STATEMENT
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
PURCHASER'S SOURCES AND USES:
<S> <C> <C>
BALANCE OF CASH TO BE FUNDED BY PURCHASER 14,810,458.13
----------------
ADDITIONAL CASH OUTLAYS BY PURCHASER
Title Insurance 6,280.00
Escrow Fees (50%) 375.00
---------------
PURCHASER'S CLOSING COSTS 6,655.00
----------------
TOTAL CASH OUTLAY BY PURCHASER 14,817,113.13
================
- ----------------------------------------------------------------------------------------------------------------
SELLER'S SOURCES AND USES:
EARNEST MONEY ($500,000 WAS RECEIVED DIRECTLY FROM PURCHASER PRIOR TO CLOSING) 0.00
CASH AMOUNT DUE TO SELLER 14,810,458.13
----------------
TOTAL SELLER'S SOURCES 14,810,458.13
ITEMS PAYABLE FROM SELLER'S PROCEEDS AT CLOSING:
Escrow Fees (50%) 375.00
Title Endorsements 600.00
Recording Fees (100%) 500.00
---------------
SELLER'S CLOSING COSTS 1,475.00
----------------
REPAYMENT OF LOAN TO NATIONSCREDIT (PRINCIPAL AND INTEREST) 9,855,727.41
----------------
BALANCE TO SELLER 4,953,255.72
================
</TABLE>
<PAGE>
SCHEDULE A
- --------------------------------------------------------------------------------
Glendale Mall, Indianapolis, Indiana
PRO-RATE 1998 (PAYABLE 1999) AND 1999 (PAYABLE 2000) PROPERTY TAXES
PRORATION MADE AS OF: 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
-------------------------------------
ACTUAL PROJECTED
ACTUAL 1998/PROJECTED 1999 REAL ESTATE TAXES: 1998 1999
-------------------------------------
<S> <C> <C>
8005072 REAL ESTATE 620,897.56 620,897.56
8030333 REAL ESTATE 13.50 13.50
8031536 REAL ESTATE 100.74 100.74
8032251 REAL ESTATE 25,738.36 25,738.36
8042641 REAL ESTATE 46,840.96 46,840.96
8055078 REAL ESTATE 218.06 218.06
H108980 PERSONAL PROPERTY 2,842.02 2,842.02
-------------------------------------
TOTAL REAL ESTATE TAXES: 696,651.20 696,651.20
-------------------------------------
SPRING 1998 PAID MAY 1999 (PRIOR TO CLOSING) 348,332.35
-------------------
CREDIT DUE PURCHASER FOR FALL, 1998 TAXES DUE 348,318.85
-------------------
SELLER'S PRORATA SHARE OF 1999 TAXES 141/365 38.630%
-------------------
CREDIT DUE PURCHASER FOR SELLER'S SHARE OF 1999 TAXES 269,117.31
-------------------
LESS ANCHOR TAX REIMBURSEMENTS:
L.S. AYRES- SPRING 1998 110,605.66 100.00% 110,605.66
LAZARUS- SPRING 1998 74,347.59 100.00% 74,347.59
L.S. AYRES- FALL 1998 110,606.66 100.00% 110,606.66
LAZARUS- FALL 1998 74,347.59 100.00% 74,347.59
L.S. AYRES- FULL YEAR 1999 221,211.32 38.630% 85,454.24
LAZARUS- FULL YEAR 1999 148,695.18 38.630% 57,441.15
------------------- -------------------------------------
TOTAL 739,814.00 369,907.50 142,895.39
------------------- -------------------------------------
-------------------------------------
TOTAL NET CREDIT DUE PURCHASER (21,588.65) 126,221.93
=====================================
-------------------
CREDIT DUE TO PURCHASER LESS ANCHOR REIMBURSEMENTS: 104,633.28
===================
</TABLE>
NOTES:
------
[1] 1998 LIEN YEAR TAXES ARE PAID IN 1999 AND 1999 LIEN YEAR TAXES ARE
PAID IN 2000.
[2] THE FIRST INSTALLMENT OF 1998 IS PAID IN FULL AS OF MAY, 1999.
<PAGE>
SCHEDULE B
- --------------------------------------------------------------------------------
Glendale Mall, Indianapolis, Indiana
TENANT PREPAID RENTS
PRORATION MADE AS OF: 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT
MERCHANT NAME PREPAID
-----------------------------------------------------------------------------
<S> <C> <C>
IUPUI (June and July, 1999 at $300 per month) 600.00
-
-------------
TOTAL PREPAID RENTS CREDITED TO PURCHASER 600.00
=============
</TABLE>
<PAGE>
SCHEDULE C
- --------------------------------------------------------------------------------
Glendale Mall, Indianapolis, Indiana
RECURRING PAYABLES PRORATION
PRORATION MADE AS OF: 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SERVICE CONTRACTS
CREDIT DUE
BILLING PERIOD # of DAYS PURCHASER
VENDOR NAME PAYMENT BEGIN END CREDIT or (SELLER)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PAID BY SELLER:
ADT Security Security System (416.28) 05/01/99 05/31/99 10 (134.28)
Amchem Labs Pest Control 0.00 05/01/99 05/31/99 21 0.00
BetzDearborn Water Treatment 0.00 05/01/99 05/31/99 21 0.00
Brickman Group, Ltd. Exterior Landscaping 0.00 05/01/99 05/31/99 21 0.00
Francotys-Postalia, Inc Postage Meter Rental (478.80) 01/01/99 12/31/99 224 (293.84)
GE Capital Fleet Services Lease 1995 Jeep 0.00 05/01/99 05/31/99 21 0.00
Ikon Office Solutions Maint. Of Copy Machine 0.00 05/01/99 05/31/99 21 0.00
Kopetsky's Hauling Snow Removal 0.00 05/01/99 05/31/99 21 0.00
Millar Elevator Elevator/Escalator Service (1,188.92) 05/01/99 05/31/99 10 (383.52)
Muzak Mall Music (178.05) 05/01/99 05/31/99 10 (57.44)
Pagenet Lease 6 Pagers (258.66) 03/01/99 05/31/99 10 (28.12)
Pitney Bowes Fax Machine Rental (176.40) 04/01/99 06/30/99 40 (77.54)
Sign Group, Inc. Maint. Of EVA Sign 0.00 05/01/99 05/31/99 123 0.00
SMI Recycling Trash Removal 0.00 05/01/99 05/31/99 21 0.00
Southeast Service Corp. Housekeeping Contract 0.00 05/01/99 05/31/99 21 0.00
Superior Supervac, Inc. Parking Lot Sweeping 0.00 05/01/99 05/31/99 21 0.00
York International Maint. Of Central Plant (1,945.13) 04/01/99 06/30/99 40 (855.00)
Indiapolis CI 1999 Emissions Fee (500.00) 01/01/99 12/31/99 224 (306.85)
------------
TOTAL CREDIT DUE TO SELLER (2,136.59)
------------
PAYABLE BY PURCHASER:
n/a 0.00 05/01/99 05/31/99 21 0.00
------------
TOTAL CREDIT DUE TO PURCHASER 0.00
------------
NET CREDIT DUE TO PURCHASER (SELLER) (2,136.59)
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE D1
===================================================================================================================================
PREIT-RUBIN, INC. RENT ROLL Days in month 31.00
Days for purchaser 10.00
GLENDALE CENTER PRORATION /99 Days for Seller 21.00
===================================================================================================================================
5/99
Minimum 5/99 5/99 5/99 5/99 5/99 5/99
Rent CAM RET HVAC Trash Other Gross Rents
186 Tenant Name Monthly Monthly Monthly Monthly Monthly Monthly Monthly
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
ADDED DIMENSIONS #520 $4,785.00 $1,001.50 $750.00 $330.00 $66.00 $6,932.50
ART WORKS #161 $1,493.33 $566.00 $212.00 $287.10 $18.67 $2,577.10
ATHLETIC ATTIC $5,504.33 $2,077.00 $821.00 $1,268.36 $78.63 $9,749.32
B. DALTON BOOKS #24 $10,120.00 $2,097.00 $661.00 $1,360.29 $84.33 $14,322.62
BLACK TIE FORMALWEAR $1,364.25 $427.00 $173.00 $151.00 $16.05 $2,131.30
CAPITOL JEWELRY $795.00 $294.15 $104.41 $170.98 $10.60 $1,375.14
CHERYL AND CO. #9 $6,201.00 $600.00 $199.00 $278.00 $35.78 $7,313.78
CLAIRE'S BOUTIQUE #5866 $3,937.50 $429.00 $164.00 $169.00 $15.75 $4,715.25
COMPAGNIE INT'L - LTD EXP $15,526.50 $3,648.00 $1,695.00 $2,213.39 $172.52 $23,255.41
EASY SPIRIT $3,069.00 $620.62 $237.00 $366.69 $22.73 $4,316.04
FANNIE MAY CANDIES #607 $3,600.00 $364.00 $128.00 $184.56 $0.00 $4,276.56
FOOTACTION USA #518 $7,605.33 $3,084.91 $1,121.78 $1,551.96 $95.07 $13,459.05
FOOTLOCKER #8044 $10,416.67 $2,262.00 $912.00 $1,234.75 $80.28 $14,905.70
GANTOS #150 $7,480.67 $2,669.00 $1,115.00 $1,497.00 $106.87 $12,868.54
GENERAL NUTRITION CENTER $1,854.00 $556.20 $189.52 $110.83 $20.50 $2,731.05
GOODMAN JEWELERS-5% of G.S. $0.00 $0.00 $0.00 $0.00 $0.00
HOULIHAN'S $12,380.33 $4,161.00 $1,655.00 $773.50 $232.05 $19,201.88
IUPUI - SOUTH $583.33 $0.00 $0.00 $0.00 $583.33
IUPUI - VILLAGE $300.00 $0.00 $0.00 $0.00 $300.00
IUPUI-SOUTH CLASSROOM ARE $0.00 $0.00 $0.00 $0.00 $0.00
KIMMEL SHOE REPAIR-12.5% of G.S. $0.00 $0.00 $0.00 $0.00 $0.00
L.A. NAILS $2,280.00 $728.00 $273.00 $369.12 $24.00 $3,674.12
L.S. AYRES $32,348.92 $29,209.00 $0.00 $10,663.40 $605.00 $72,826.32
LADY FOOTLOCKER #6461 $5,500.00 $969.00 $392.00 $591.44 $36.67 $7,489.11
LANE BRYANT #503 $5,375.00 $1,455.00 $605.00 $920.00 $72.42 $8,427.42
LAZARUS $21,445.62 $20,532.00 $0.00 $9,478.00 $0.00 $51,455.62
LECHTERS HOUSEWARES #836 $5,297.33 $1,559.00 $564.00 $602.00 $66.22 $8,088.55
LENSCRAFTERS OPTIQUE #006 $4,583.33 $450.20 $153.00 $184.00 $18.30 $25.00 $5,413.83
LIMITED #887 $13,448.83 $2,741.00 $1,391.00 $1,816.30 $141.57 $19,538.70
LUCA PIZZA $2,941.67 $892.79 $333.87 $470.66 $44.12 $4,683.11
MAGNA PHOTO #150 $2,537.33 $300.00 $124.00 $177.38 $11.53 $3,150.24
MASTERCUTS FAMILY HAIRCUT $2,266.67 $526.77 $206.00 $278.89 $18.13 $3,296.46
PAUL HARRIS #2553 $7,916.67 $1,165.00 $499.00 $824.00 $59.73 $10,464.40
PAYLESS SHOESOURCE #5119 $3,900.00 $1,147.00 $452.00 $698.96 $43.00 $6,240.96
PNC BANK ATM $3,333.33 $0.00 $0.00 $0.00 $0.00 $3,333.33
QUALITY OPTICAL OF INDPLS $445.00 $0.00 $0.00 $0.00 $23.00 $468.00
</TABLE>
<TABLE>
<CAPTION>
5/99 Proration Due
Payments Buyer A/R
186 Tenant Name Received 32.258% Balance
=======================================================================================
<S> <C> <C> <C>
ADDED DIMENSIONS #520 ($6,932.50) ($2,236.29) 0.00
ART WORKS #161 ($2,480.82) ($800.26) 96.28
ATHLETIC ATTIC ($9,749.32) ($3,144.94) 0.00
B. DALTON BOOKS #24 ($14,322.62) ($4,620.20) 0.00
BLACK TIE FORMALWEAR ($2,131.30) ($687.52) 0.00
CAPITOL JEWELRY ($1,375.14) ($443.59) 0.00
CHERYL AND CO. #9 ($7,313.78) ($2,359.28) 0.00
CLAIRE'S BOUTIQUE #5866 ($4,715.25) ($1,521.05) 0.00
COMPAGNIE INT'L - LTD EXP ($23,255.41) ($7,501.75) 0.00
EASY SPIRIT ($4,316.04) ($1,392.27) 0.00
FANNIE MAY CANDIES #607 ($4,276.56) ($1,379.54) 0.00
FOOTACTION USA #518 ($13,459.05) ($4,341.63) 0.00
FOOTLOCKER #8044 ($14,905.70) ($4,808.29) 0.00
GANTOS #150 ($12,868.54) ($4,151.14) 0.00
GENERAL NUTRITION CENTER ($2,731.05) ($880.98) 0.00
GOODMAN JEWELERS-5% of G.S. $0.00 0.00
HOULIHAN'S ($19,201.88) ($6,194.15) 0.00
IUPUI - SOUTH ($263.56) ($85.02) 319.77
IUPUI - VILLAGE ($300.00) ($96.77) 0.00
IUPUI-SOUTH CLASSROOM ARE $0.00 0.00
KIMMEL SHOE REPAIR-12.5% of G.S. $0.00 0.00
L.A. NAILS ($3,674.12) ($1,185.20) 0.00
L.S. AYRES ($72,826.32) ($23,492.36) 0.00
LADY FOOTLOCKER #6461 ($7,489.11) ($2,415.84) 0.00
LANE BRYANT #503 ($8,427.42) ($2,718.52) 0.00
LAZARUS ($51,455.62) ($16,598.59) 0.00
LECHTERS HOUSEWARES #836 ($8,088.55) ($2,609.21) 0.00
LENSCRAFTERS OPTIQUE #006 ($5,413.73) ($1,746.36) 0.10
LIMITED #887 ($19,538.70) ($6,302.81) 0.00
LUCA PIZZA ($2,916.67) ($940.86) 1 ,766.44
MAGNA PHOTO #150 ($3,150.24) ($1,016.21) 0.00
MASTERCUTS FAMILY HAIRCUT ($3,296.46) ($1,063.37) 0.00
PAUL HARRIS #2553 ($10,464.40) ($3,375.61) 0.00
PAYLESS SHOESOURCE #5119 ($6,240.95) ($2,013.21) 0.01
PNC BANK ATM ($3,333.33) ($1,075.27) 0.00
QUALITY OPTICAL OF INDPLS ($468.00) ($150.97) 0.00
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE D1
======================================================================================================================
PREIT-RUBIN, INC. RENT ROLL Days in month 31.00
Days for purchaser 10.00
GLENDALE CENTER PRORATION /99 Days for Seller 21.00
======================================================================================================================
5/99
Minimum 5/99 5/99 5/99 5/99 5/99 5/99
Rent CAM RET HVAC Trash Other Gross Rents
186 Tenant Name Monthly Monthly Monthly Monthly Monthly Monthly Monthly
======================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
RACK ROOM SHOES #204 $5,362.00 $2,404.00 $956.00 $1,441.48 $89.37 $10,252.85
RADIO SHACK #01-6709-2 $3,750.00 $871.00 $348.00 $567.00 $41.67 $5,577.67
SAM GOODY #129 $10,712.25 $2,219.00 $820.00 $1,557.93 $93.15 $15,402.33
TACO BELL #3300 (Ground L) $529.00 $0.00 $0.00 $0.00 $0.00 $529.00
THINGS REMEMBERED #808 $2,000.00 $268.00 $41.75 $0.00 $4.00 $2,313.75
TRADE SECRET $1,627.50 $450.00 $178.00 $340.42 $18.08 $2,614.00
UNICEF $300.00 $0.00 $0.00 $0.00 $0.00 $300.00
VICTORIA'S SECRET #54 $9,035.50 $2,058.00 $1,044.00 $1,363.83 $106.30 $13,607.63
WOODEN KEY #22 $3,763.00 $1,687.00 $712.00 $1,011.62 $62.72 $150.00 $7,386.34
------------------------------------------------------------------------------------
TOTALS $247,715.19 $96,489.14 $19,230.33 $45,303.84 $2,634.81 $175.00 $411,548.31
====================================================================================
</TABLE>
<TABLE>
<CAPTION>
5/99 Proration Due
Payments Buyer A/R
186 Tenant Name Received 32.258% Balance
===========================================================================
<S> <C> <C> <C>
RACK ROOM SHOES #204 ($10,252.85) ($3,307.37) 0.00
RADIO SHACK #01-6709-2 ($5,577.67) ($1,799.25) 0.00
SAM GOODY #129 ($15,402.33) ($4,968.49) 0.00
TACO BELL #3300 (Ground L) ($529.00) ($170.65) 0.00
THINGS REMEMBERED #808 ($2,313.75) ($746.37) 0.00
TRADE SECRET ($2,614.00) ($843.23) 0.00
UNICEF ($300.00) ($96.77) 0.00
VICTORIA'S SECRET #54 ($13,607.63) ($4,389.56) 0.00
WOODEN KEY #22 ($7,386.34) ($2,382.69) 0.00
----------------------------------------
TOTALS ($409,365.71) ($132,053.45) $2,182.60
========================================
</TABLE>
<PAGE>
SCHEDULE D2
<TABLE>
<CAPTION>
================================================================================
GLENDALE MALL-SPECIALTY LEASING TENANTS AS OF MAY, 1999
================================================================================ PRORATION
LEASE LEASE PAYMENT DUE TO BUYER
BEGIN DATE END DATE TENANT RENT CAM TAXES TOTAL RECEIVED 32.258%
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5/1/98 5/1/99 AARP $1,224.00 $1,224.00 $1,224.00 $394.84
3/1/99 1/31/00 All Custom $500.00 $500.00 $0.00 $0.00
5/15/99 4/30/00 Alter Ego-$2,000.00 $1,000.00 $1,000.00 $1,000.00 $322.58
12/26/95 10/31/99 American Sunspace $1,000.00 $1,000.00 $1,000.00 $322.58
4/1/99 10/31/99 American Sunspace Stor. $250.00 $250.00 $250.00 $80.65
7/1/98 6/30/99 Christopher's Innovations $0.00 $0.00 $0.00 $0.00
2/15/99 4/1/00 Foto Fantasy $400.00 $400.00 $400.00 $129.03
5/1/99 10/31/99 Garrison Nursery $1,000.00 $1,000.00 $0.00 $0.00
11/1/98 10/31/99 Glendale Vision $2,500.00 $2,500.00 $2,500.00 $806.45
11/1/98 10/31/99 Glendale Vision Storage $200.00 $200.00 $200.00 $64.52
9/1/98 8/31/99 Golden Touch $1,000.00 $1,000.00 $1,000.00 $322.58
5/10/99 8/31/99 Innotrek-$250.00 $169.26 $169.26 $169.26 $54.60
6/15/98 M-T-M Metabolife $1,000.00 $1,000.00 $1,000.00 $322.58
2/1/98 M-T-M Microtime Jewelers $900.00 $900.00 $900.00 $290.32
11/1/98 10/31/99 Nine Dragon Tours $500.00 $500.00 $500.00 $161.29
12/1/98 11/30/99 Playfair Group $1,200.00 $1,200.00 $1,200.00 $387.10
2/10/97 2/10/02 Pop Commission $0.00 $0.00 $0.00
6/1/97 5/31/98 Primages $0.00 $0.00 $0.00
8/1/97 M-T-M Protocol/Enserve $0.00 $0.00 $0.00
3/24/97 1/31/00 Regency Boutique $1,262.48 $103.95 $36.57 $1,403.00 $1,403.00 $452.58
10/1/98 9/30/99 Smart Carte $0.00 $0.00 $0.00 $0.00
4/1/99 12/31/99 Snack Rack $921.63 $19.39 $8.98 $950.00 $950.00 $306.45
Snack Rack $15.00 $15.00 $15.00 $4.84
2/1/97 M-T-M Telephone Commission $0.00 $0.00 $0.00
8/20/97 8/20/99 Vendor Bender $250.00 $250.00 $0.00 $0.00
3/5/97 M-T-M Weight Machines $0.00 $0.00 $0.00
4/1/98 12/31/99 Weight Watchers $600.00 $600.00 $600.00 $193.55
8/1/98 7/31/99 Willow Marketing - Main $1,039.58 $351.67 $128.32 $1,519.57 $1,519.57 $490.18
2/1/99 7/31/99 Willow Marketing - Office $603.75 $603.75 $603.75 $194.76
9/1/98 12/31/99 Willow Marketing - Storage $1,445.00 $50.00 $1,495.00 $1,495.00 $482.26
9/1/98 12/31/99 Worldwide Gifts $1,000.00 $1,000.00 $1,000.00 $322.58
---------------------------------------------------------------
TOTALS $19,980.70 $525.01 $173.87 $20,679.58 $18,929.58 $6,106.32
===============================================================
</TABLE>
<PAGE>
SCHEDULE E
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Glendale Mall, Indianapolis, Indiana
SECURITY DEPOSIT CREDIT
PRORATION MADE AS OF: 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
SECURITY DEPOSITS
MERCHANT NAME
Alter Ego 2,000.00
American Sunspace 1,000.00
American Sunspace - Storage 250.00
Black Tie Formalwear 1,250.00
Innotrec 250.00
Kwik Pic/Snack Rack 300.00
LA Nails 2,040.00
Luca Pizza 2,000.00
Microtime Jewelers 250.00
Nine Dragons 1,000.00
Playfair Group 1,200.00
Quality Optical of Indy 445.00
Regency Boutique 100.00
UNICEF 500.00
Weight Machines, Inc. 250.00
Willow Marketing Storage Space 1,445.00
Willow Marketing 1,379.75
TOTAL SECURITY DEPOSITS CREDITED TO PURCHASER: 15,659.75
============
<PAGE>
SCHEDULE F
- --------------------------------------------------------------------------------
Glendale Mall, Indianapolis, Indiana
LEASE COSTS
PRORATION MADE AS OF: 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
LEASE COSTS
------------
NONE 0.00
============
<PAGE>
SCHEDULE G
- --------------------------------------------------------------------------------
Glendale Mall, Indianapolis, Indiana
PERCENTAGE RENT
PRORATION MADE AS OF 11:59 PM, FRIDAY, MAY 21, 1999
- --------------------------------------------------------------------------------
ESTIMATED
MERCHANT NAME AMOUNT
- --------------------------------------------------------------------------------
PERCENTAGE RENT IN LIEU OF CHARGES PAYERS (to be re-prorated post closing)
Goodman Jewelers - April, 1999 post closing
Goodman Jewelers - May, 1999 (to be prorated) post closing
Kimmels Shoe - April, 1999 post closing
Kimmels Shoe - May, 1999 (to be prorated) post closing
Glendale Vision & Hearing - May, 1999 (to be prorated)
%RENT PAYERS (to be re-prorated upon payment and post closing)
TOTAL
------------
General Nutrition 4/1/99 6/30/99 post closing
L.S. Ayres (less tax recapture) 2/1/99 1/31/00 post closing
Lenscrafters 4/1/99 6/30/99 post closing
Trade Secrets 9/1/98 8/31/99 post closing
