SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): April 15, 1996
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THE PARKWAY COMPANY
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(Exact name of Registrant as specified in its charter)
Texas 0-12505 74-2123597
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
300 One Jackson Place, 188 E. Capitol St., Jackson, MS 39201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 948-4091
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(Former name or former address, if changed since last report)
<PAGE>
FORM 8-K
THE PARKWAY COMPANY
Item 2. Acquisition or Disposition of Assets.
On April 15, 1996, Parkway Houston, Inc., a wholly-
owned subsidiary of The Parkway Company ("Parkway")
purchased the 400 North Belt Centre' Office Building and
the Woodbranch Office Building in Houston, Texas from a
major insurance company. The 400 North Belt Centre'
Office Building is a 12-story Class A office building
with approximately 223,000 square feet of rentable area
and a 723 space parking garage located in the
Greenpoint/North Belt office submarket of Houston near
the Houston Intercontinental Airport. The building is
currently 96% leased within a Class A submarket that is
currently 87% leased. The Woodbranch Office Building is
a 6-story office building with approximately 110,000
square feet of rentable area and a 352 space parking
garage located in the Katy Freeway/Energy Corridor. The
occupancy of Woodbranch is 90%. The total purchase price
for these two buildings was $13,900,000.
Item 5. Other Events.
On March 29, 1996, the Board of Directors of Parkway
approved a three-for-two common stock split to be
effected in the form of a stock dividend of one share
for every two shares outstanding. The stock dividend was
payable on April 30, 1996 to shareholders of record as of
April 15, 1996.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of 400 North Belt Centre'
and The Woodbranch Building
It is impractical to provide the audited financial
statements of 400 North Belt Centre' and The Woodbranch
Building required by Item 7(a) of Form 8-K, but such
financial statements will be filed as soon as practical
but not later than 60 days after the filing of this Form
8-K.
(b) Pro Forma Consolidated Financial Statements.
The pro forma consolidated financial statements will
be filed with the audited financial statements of 400
North Belt Centre' and The Woodbranch Building.
(c) Exhibits.
(10) Agreement for Purchase and Sale of
Real Property By and Between The Penn Mutual
Life Insurance Company as Seller and Parkway
Houston, Inc. as Purchaser dated April 15,
1996. Parkway agrees to furnish
supplementally to the Securities and Exchange
Commission on request a copy of any omitted
schedule or exhibit to this agreement.
<PAGE>
FORM 8-K
THE PARKWAY COMPANY
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.
DATE: April 30, 1996
THE PARKWAY COMPANY
BY: /s/Sarah P. Clark
Sarah P. Clark
Vice President,
Chief Financial Officer
and Secretary
<PAGE>
EARNEST MONEY CONTRACT
(Woodbranch Office Building and
400 North Belt Office Building, Houston, Texas)
THIS EARNEST MONEY CONTRACT ("Contract") is made and entered
into as of the date hereinafter mentioned by and between The Penn
Mutual Life Insurance Company ("Seller"), a Pennsylvania
corporation, and Parkway Houston, Inc. ("Purchaser"), a Texas
corporation, a wholly owned subsidiary of The Parkway Company.
WITNESSETH:
ARTICLE 1.
THE PROPERTY
1.1. The Woodbranch Property. Subject to the terms and
provisions of this Contract, and for the consideration described
herein, Seller agrees to sell to Purchaser and Purchaser agrees to
purchase from Seller, all of the following described property:
(a) All of that approximately 3.7199 acre tract of land
out of Reserve B of Wood Branch Office Park in Harris County,
Texas, according to the map or plat thereof recorded in Volume
307, Page 59, of the Map Records of Harris County, and being
more particularly defined by metes and bounds on the attached
Exhibit 1.1(a) (the "Woodbranch Land"), together with that
office building located thereon commonly known as the
Woodbranch Office Building, and together with all other
improvements, buildings, structures, fixtures and landscaping
of every kind and nature presently situated on, in or under or
hereafter erected or installed in or on the Woodbranch Land
(hereinafter collectively referred to as the "Woodbranch
Building") (the Woodbranch Land and Woodbranch Building
hereinafter collectively referred to as the "Woodbranch Real
Property"); and
(b) all personal property and other tangible property
owned by Seller, located in or on the Woodbranch Real Property
and used solely in connection with the operation or
maintenance thereof, including furniture, fixtures, equipment
and other tangible property, if any (but excluding, without
limitation, all personal property, fixtures and equipment
owned by (i) tenants of the Woodbranch Building or
(ii) Seller's managing agent) (collectively, the "Woodbranch
Personalty");
(c) all leases (the "Woodbranch Leases") covering space
in the Woodbranch Building, all of Seller's rights, if any, to
the use of the name "Woodbranch Office Building" and all of
Seller's rights, title and interest in and to all plans,
specifications, warranties, contract rights and obligations,
and assignable licenses, franchises and permits relating to
the Woodbranch Real Property (collectively, the "Woodbranch
Intangible Property"). The Woodbranch Real Property, the
Woodbranch Personalty, and the Woodbranch Intangible Property
are collectively referred to as the "Woodbranch Property".
Notwithstanding anything stated herein, the Woodbranch
Property does not include the Seller's name or any variation
thereof, including but not limited to "Penn."
1.2. The North Belt Property. Subject to the terms and
provisions of this Contract, and for the consideration described
herein, Seller agrees to sell to Purchaser and Purchaser agrees to
purchase from Seller, all of the following described property:
(a) All of that approximately 3.0667 acre tract of land
located in the William Sevey Survey, Abstract 699, Harris
County, Texas, and being a portion of Unrestricted Reserve "G"
out of Greenbriar North, Section One, a subdivision of record
in Volume 225, Page 72, Harris County Map Records, and being
more particularly defined by metes and bounds on the attached
Exhibit 1.2(a) (the "North Belt Land"), together with that
office building located thereon commonly known as the North
Belt Office Building, and together with all other
improvements, buildings, structures, fixtures and landscaping
of every kind and nature presently situated on, in or under or
hereafter erected or installed in or on the North Belt Land
(hereinafter collectively referred to as the "North Belt
Building") (the North Belt Land and North Belt Building
hereinafter collectively referred to as the "North Belt Real
Property"); and
(b) all personal property and other tangible property
owned by Seller, located in or on the North Belt Real Property
and used solely in connection with the operation or
maintenance thereof, including furniture, fixtures, equipment
and other tangible property, if any (but excluding, without
limitation, all personal property, fixtures and equipment
owned by (i) tenants of the North Belt Building or
(ii) Seller's managing agent) (collectively, the "North Belt
Personalty");
(c) all leases (the "North Belt Leases") covering space
in the North Belt Building, all of Seller's rights, if any, to
the use of the name "400 North Belt Building" and all of
Seller's rights, title and interest in and to all plans,
specifications, warranties, contract rights and obligations,
and assignable licenses, franchises and permits relating to
the North Belt Real Property (collectively, the "North Belt
Intangible Property"). The North Belt Real Property, the
North Belt Personalty, and the North Belt Intangible Property
are collectively referred to as the "North Belt Property".
1.3. AS IS WHERE IS. SELLER AND PURCHASER ACKNOWLEDGE AND
AGREE THAT SELLER HAS LIMITED KNOWLEDGE OF THE PHYSICAL OR ECONOMIC
CHARACTERISTICS OF THE WOODBRANCH PROPERTY AND THE NORTH BELT
PROPERTY (COLLECTIVELY, THE "PROPERTIES"). ACCORDINGLY, -
(a) THE PARTIES INTEND THAT THE SALE OF THE PROPERTIES
WILL BE MADE ON AN "AS IS, WHERE IS" BASIS WITH ALL FAULTS.
(b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
STATED IN SECTION 5.1 BELOW, SELLER HAS NOT MADE, DOES NOT
MAKE, WILL NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE
NATURE, QUALITY OR CONDITION OF THE PROPERTIES OR ANY PART
THEREOF, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY; (B) THE ECONOMIC FEASIBILITY OF THE PROPERTIES OR THE
INCOME TO BE DERIVED FROM THE PROPERTIES; (C) THE SUITABILITY
OF THE PROPERTIES FOR ANY AND ALL ACTIVITIES AND USES WHICH
PURCHASER MAY CONDUCT THEREON; (D) EXCEPT FOR ANY WARRANTIES
CONTAINED IN THE DEED TO BE DELIVERED BY SELLER AT THE
CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE,
POSSESSION; (E) THE COMPLIANCE OF OR BY THE PROPERTIES OR
THEIR OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY;
(F) THE RENTABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE PROPERTIES; (G) THE PRESENCE
OF ANY ENDANGERED OR THREATENED SPECIES ON THE PROPERTIES, AS
WELL AS THE SUITABILITY OF THE PROPERTIES AS HABITAT FOR ANY
OF THOSE SPECIES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTIES. WITHOUT LIMITING THE FOREGOING, SELLER DOES NOT
MAKE, HAS NOT MADE, AND WILL NOT MAKE ANY REPRESENTATION OR
WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS
SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE
PROPERTIES OR THE COMPLIANCE OF THE PROPERTIES WITH THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND
LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION
ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, THE FEDERAL
WATER POLLUTION CONTROL ACT, THE FEDERAL ENVIRONMENTAL
PESTICIDES ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE
TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS
SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL
PREVENTION AND CONTROL ACT, ANY SO CALLED FEDERAL, STATE OR
LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER
STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR
DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY
(INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT
CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE
"HAZARDOUS SUBSTANCE LAWS"). FOR PURPOSES OF THIS AGREEMENT,
THE TERM "HAZARDOUS SUBSTANCES" SHALL MEAN AND INCLUDE THOSE
ELEMENTS OR COMPOUNDS WHICH ARE CONTAINED ON THE LIST OF
HAZARDOUS SUBSTANCES ADOPTED BY THE UNITED STATES
ENVIRONMENTAL PROTECTION AGENCY AND ANY OTHER WASTE,
POLLUTANT, CONTAMINANT, TOXICANT OR SUBSTANCE REGULATED UNDER
ANY HAZARDOUS SUBSTANCE LAW.
(c) PURCHASER ACKNOWLEDGES AND AGREES THAT IT HAS
EXAMINED AND INVESTIGATED THE PROPERTIES PRIOR TO EXECUTION
HEREOF AND THAT IN PURCHASING THE PROPERTIES PURCHASER WILL
RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY,
INSPECTION AND KNOWLEDGE OF THE PROPERTIES, AND PURCHASER IS
RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION,
AND KNOWLEDGE, OF THE PROPERTIES AND PURCHASER'S DETERMINATION
OF THE VALUE OF THE PROPERTIES AND USES TO WHICH THE
PROPERTIES MAY BE PUT, AND NOT ON ANY INFORMATION (ORAL OR
WRITTEN) PROVIDED OR TO BE PROVIDED BY SELLER OR SELLER'S
AGENTS, EMPLOYEES OR CONTRACTORS. PURCHASER FURTHER
ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED
WITH RESPECT TO THE PROPERTIES WAS OBTAINED FROM A VARIETY OF
SOURCES AND SELLER (A) HAS NOT MADE AND WILL NOT BE OBLIGATED
TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION; AND (B) DOES NOT MAKE ANY REPRESENTATIONS AS TO
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. PURCHASER
AGREES TO PAY FOR AND HAS MADE OR WILL MAKE ALL INSPECTIONS,
INVESTIGATIONS AND ANALYSES NECESSARY OR APPROPRIATE FOR THE
PURPOSE OF DETERMINING COMPLIANCE OR NON-COMPLIANCE BY THE
PROPERTIES WITH ALL BUILDING, HEALTH, ENVIRONMENTAL, ZONING
AND LAND USE LAWS, ORDINANCES, RULES AND REGULATIONS, AND
SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, CONCERNING THE PROPERTIES' COMPLIANCE WITH SUCH
BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS,
ORDINANCES, RULES AND REGULATIONS.
(d) PURCHASER RELEASES, ACQUITS AND FOREVER DISCHARGES
SELLER FROM, AND WAIVES, ANY AND ALL LIABILITIES, CLAIMS,
CAUSES OF ACTION, DAMAGES, AND OTHER RELIEF, WHETHER AT LAW OR
IN EQUITY AND WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, IN CONNECTION WITH, AS RESULT OF OR OTHERWISE WITH
REGARD TO THE CONDITION OF THE PROPERTIES, INCLUDING BUT NOT
LIMITED TO ITS ENVIRONMENTAL CONDITION. THIS GENERAL RELEASE
SHALL BE APPLICABLE, WITHOUT LIMITATION, TO ANY AND ALL
LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES AND OTHER
RELIEF UNDER ANY OF THE HAZARDOUS SUBSTANCE LAWS.
(e) THE OCCURRENCE OF A CLOSING SHALL CONSTITUTE AN
ACKNOWLEDGMENT BY PURCHASER THAT THE PROPERTIES WERE ACCEPTED
WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT
FOR THE REPRESENTATIONS CONTAINED IN THIS CONTRACT AND THE
SPECIAL WARRANTIES OF TITLE SET FORTH IN THE DEEDS), AND
OTHERWISE IN AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS"
CONDITION.
ARTICLE 2.
PURCHASE PRICE
2.1. Total Purchase Price. The total purchase price (the
"Purchase Price") for the Properties shall be FOURTEEN MILLION ONE
HUNDRED THOUSAND DOLLARS ($14,100,000.00), regardless of the size
of the Properties. All references to "dollars" in this Contract
shall mean lawful currency of the United States of America. The
Purchase Price shall be allocated as follows:
Woodbranch Property $ 4,516,014.00
North Belt Property 9,583,986.00
Total: $14,100,000.00
2.2. Independent Consideration. Contemporaneously with the
execution of this Contract, Purchaser delivered to Seller the
amount of Fifty and No/100 Dollars ($50.00) (the "Independent
Consideration") in addition to and independent of any other
consideration provided hereunder. The Independent Consideration is
non-refundable and shall be retained by Seller under all
circumstances. By execution hereof, Seller acknowledges receipt of
the Independent Consideration and acknowledges the sufficiency of
the Independent Consideration to support this Contract solely.
2.3. Manner of Payment. The Purchase Price shall be paid in
cash, or in immediately available funds, at the Closing (as herein-
after defined).
2.4. Earnest Money Deposit. Within twenty-four (24) hours
after Purchaser's execution of this Contract, Purchaser shall have
deposited or shall deposit with the Title Company (hereinafter
identified) the sum of TWO HUNDRED THOUSAND AND NO/100 DOLLARS
($200,000.00) (the "Earnest Money") as a non-refundable deposit.
Purchaser's failure to timely deposit the Earnest Money shall be a
material breach of this Contract. The Earnest Money shall be held
in escrow by the Title Company in an interest-bearing account, and
all interest earned on the Earnest Money shall be the property of
the party entitled to the Earnest Money. At the Closing all
Earnest Money deposited hereunder shall be applied to the Purchase
Price for the conveyance of the Properties. If the transaction is
not consummated in accordance with the terms and provisions hereof,
the Earnest Money shall be held and delivered by the Title Company
as hereinafter provided. In regard to this Section 2.4, the
parties specifically acknowledge that time is of the essence.
ARTICLE 3.
TITLE AND SURVEY
3.1. Title Commitments. Seller has caused to be furnished to
Purchaser a current commitment for an Owner Policy of Title
Insurance (the "Woodbranch Title Commitment"), issued by Chicago
Title Insurance Company by Title Agency of Houston, Inc., 5251
Westheimer, Suite 200, Houston, Texas 77056 (the "Title Company"),
under GF# 9621236465, covering and describing the Woodbranch Real
Property, listing Purchaser as the prospective named insured and
showing as the policy amount the Purchase Price allocable to the
Woodbranch Real Property. Seller has caused to be furnished to
Purchaser, a current commitment for an Owner Policy of Title
Insurance (the "North Belt Title Commitment"), issued by Chicago
Title Insurance Company by the Title Company under GF# 9621236464,
covering and describing the North Belt Real Property, listing
Purchaser as the prospective named insured and showing as the
policy amount the Purchase Price allocable to the North Belt Real
Property. At the time Seller caused the Woodbranch Title
Commitment and the North Belt Title Commitment (collectively, the
"Title Commitments") to be furnished to Purchaser, Seller caused to
be furnished to Purchaser legible copies of all instruments
referred to in the Title Commitments as conditions or exceptions to
title.
3.2. Survey. Seller, at Seller's initial expense (but subject
to reimbursement as set forth below), has caused to be furnished to
Purchaser a survey of the Woodbranch Real Property and a survey of
the North Belt Real Property (collectively, the "Real Property").
The survey of the Woodbranch Real Property acceptable to the Title
Company is hereafter referred to as the "Woodbranch Survey". The
survey of the North Belt Real Property acceptable to the Title
Company is hereafter referred to as the "North Belt Survey". The
Woodbranch Survey and the North Belt Survey are sometimes referred
to herein collectively as the "Surveys".
3.3. Survey and Title Objections. Purchaser has reviewed the
Title Commitments and Surveys and has no objections to the
condition of title as set forth in the Title Commitments and/or the
Surveys. Any title exceptions which are set forth on Exhibit 3.3
hereof shall be deemed to be permitted exceptions to Seller's title
(the "Permitted Exceptions").
ARTICLE 4.
CONTINGENCIES TO CLOSING
4.1. Purchaser's Contingencies. Purchaser's obligations
under this Contract shall be contingent and specifically
conditioned on the satisfaction, as of the Closing, of each of the
following conditions:
(a) Seller shall have performed, observed and complied
with all of the covenants, agreements and conditions required
by this Contract to be performed, observed and complied with
by it prior to or as of the Closing.
(b) The representations, covenants and warranties made
pursuant to Section 5.1 shall be true and correct.
(c) Purchaser shall have received from each Major Tenant
(as hereinafter defined) an estoppel certificate in form and
substance required to be given by such Major Tenant under its
lease; provided, however, Buyer shall have the right to
request that each tenant of the Properties execute an estoppel
certificate substantially in the form attached hereto as
Exhibit 4.1(c), with the blanks completed. For the purposes
of this Contract, the "Major Tenants" shall mean Exxon
Corporation, Nautilus Engineering, and FutureSoft Engineering,
Inc. (with respect to the Woodbranch Building) and Meridian
Oil, Inc. and Klein Bankshares, Inc. (with respect to the
North Belt Building). The failure of a Major Tenant or any
other tenant to execute an estoppel certificate in the form
attached as Exhibit 4.1(c) shall not be a failure to satisfy
the condition set forth herein. Notwithstanding the
foregoing, Seller agrees to provide a Seller's estoppel letter
substantially in the form attached hereto as Exhibit 4.1(c)(i)
for each Major Tenant and Temporaries, Inc., Lava, Inc.,
Salumunek & Associates, Inc. and Motivation Realty Corporation
if such parties do not provide an estoppel certificate at
least as beneficial to Purchaser as such party is required to
provide under its lease; provided, however, if such party
subsequently provides Purchaser with an estoppel at least as
beneficial to Purchaser as the estoppel required from such
party under its Lease, Seller's estoppel letter shall have no
further force or effect and shall be returned to Seller. In
any event, Seller's estoppel letters shall be of no further
force or effect ninety (90) days after the Closing. This
provision shall survive the closing.
4.2. Seller's Contingencies. Seller's obligations under
this Contract shall be contingent and specifically conditioned on
the satisfaction, as of the Closing, of each of the following
conditions:
(a) Purchaser shall have performed, observed and
complied with all of the covenants, agreements and conditions
required by this Contract to be performed, observed and
complied with by Purchaser prior to or as of the Closing.
(b) Seller shall have received, reviewed and approved,
in its discretion, the documents authorizing Purchaser's
execution hereof and the consummation of the transaction
contemplated hereby.
(c) The representations, covenants and warranties made
pursuant to Section 5.2 shall be true and correct.
(d) Purchaser shall consummate the purchase of both
Properties at the Closing.
ARTICLE 5.
REPRESENTATIONS
5.1. Representations of Seller. Seller hereby covenants,
represents and warrants to Purchaser that:
(a) Seller is duly organized and existing and has full
right, power and authority to enter into this Contract and to
consummate the sale contemplated hereby without the joinder of
any other person, and the persons signatory to this Contract
and any documents executed pursuant hereto on behalf of Seller
have full right, power and authority to bind Seller.
(b) Seller is not a "foreign person" as that term is
used and defined in the Internal Revenue Code, Section 1445,
as the same may be amended, and on or before Closing, Seller
agrees to execute and deliver to Purchaser a non-foreign
affidavit.
5.2. Representations of Purchaser. Purchaser hereby
covenants, represents and warrants to Seller that:
(a) Purchaser is duly organized and existing under the
laws of Texas, is authorized to do business in Texas and has
full right, power and authority to enter into this Contract
and to consummate the sale contemplated hereby without the
joinder of any other person, and the persons signatory to this
Contract and any documents executed pursuant hereto on behalf
of Purchaser have full right, power and authority to bind
Purchaser;
(b) The execution of this Contract and the documents
executed pursuant hereto will not result in a breach of, or
constitute any default, with or without notice or passage of
time, or both, under any agreement, contract, note, deed of
trust or other document to which Purchaser is a party or by
which Purchaser or its property is or might be bound;
(c) Purchaser has not relied upon any representation or
warranty made by Seller in connection with the Properties or
the condition of the surface or sub-surface of the Properties
except as specifically set forth in Section 5.1 hereof or the
Seller's estoppel letters, if any, to be provided pursuant to
Section 4.1(c); provided, however, Purchaser's reliance on
such Seller's estoppel letters shall, without limitation, be
limited as set forth in such letters and Section 4.1(c).
(d) Closing Representations and Warranties. At the
Closing, Purchaser shall represent and warrant that Purchaser
has had full and complete access to the Property in order to
inspect same, and has satisfied itself as to all aspects of
the Properties, including without limitation their physical,
environmental and financial condition. Purchaser shall also
acknowledge at the Closing the waivers, statements and
disclaimers set forth in Section 1.3 hereof.
ARTICLE 6.
CLOSING
6.1. Time and Place. Provided that all of the contingencies
of this Contract have been fulfilled (or waived in writing) prior
to or on the Closing Date (hereinafter defined), the closing of
this transaction (the "Closing") shall take place at the Title
Company at or before noon (Houston, Texas time) on April 15, 1996
(the "Closing Date"), unless such date is extended pursuant to
Section 3.3 above or pursuant to the written agreement of Seller
and Purchaser.
6.2. Events of Closing.
(a) At the Closing, Seller shall deliver to Purchaser
the following:
(i) A special warranty deed conveying the
Woodbranch Real Property in its "AS IS, WHERE
IS" condition to Purchaser, subject to the
Permitted Exceptions set forth in the
Woodbranch Title Commitment, and setting forth
the waivers, disclaimers, releases, and
statements included in Section 1.3 hereof;
(ii) A special warranty deed conveying the North
Belt Real Property in its "AS IS, WHERE IS"
condition to Purchaser, subject to the
Permitted Exceptions set forth in the North
Belt Title Commitment, and setting forth the
waivers, disclaimers, releases, and statements
included in Section 1.3 hereof;
(iii) An Owner Policy of Title Insurance covering
the Woodbranch Real Property and North Belt
Real Property, issued by the Title Company at
Seller's expense and containing no exceptions
other than the Permitted Exceptions;
(iv) Possession of the Properties, subject to
rights of tenants under the Leases;
(v) Seller's Non-Foreign Affidavit as more fully
described in Section 5.1(b) hereinabove;
(vi) A duly executed and acknowledged blanket
conveyance, bill of sale and assignment
conveying the Woodbranch Personalty and
Woodbranch Intangible Property (other than the
Woodbranch Leases) in their "AS IS, WHERE IS"
condition, to Purchaser with covenants of
special warranty and an assumption by
Purchaser;
(vii) A duly executed and acknowledged blanket
conveyance, bill of sale and assignment
conveying the North Belt Personalty and North
Belt Intangible Property (other than the North
Belt Leases) in their "AS IS, WHERE IS"
condition, to Purchaser with covenants of
special warranty and an assumption by
Purchaser;
(viii)A duly executed and acknowledged assignment of
leases assigning to Purchaser all of Seller's
right, title and interest in and to any and
all leases covering space in the Woodbranch
Building;
(ix) A duly executed and acknowledged assignment of
leases assigning to Purchaser all of Seller's
right, title and interest in and to any and
all leases covering space in the North Belt
Building;
(x) An original notice to each and every tenant of
the Woodbranch Building, duly executed by
Seller and being in the form attached hereto
as Exhibit 6.2(a)(xi);
(xi) An original notice to each and every tenant of
the North Belt Building, duly executed by
Seller and being in the form attached hereto
as Exhibit 6.2(a)(xii);
(xii) The original of all contracts and any
warranties or guaranties received by Seller
and to be assigned to Buyer from any
contractors, subcontractors, suppliers or
materialmen in connection with any
construction, repairs or alterations of the
Buildings or any tenant improvements to the
extent the same are in Seller's or Seller's
agents' possession or under Seller's control;
(xiii)All security deposits, if any, held by Seller
or Seller's agent pursuant to any lease
agreement covering a unit in either of the
Buildings and which Seller is obligated to
repay pursuant to Texas law; and
(xiv) All other documents, instruments and agree-
ments elsewhere herein provided to be executed
and delivered to Purchaser at the time of
Closing.
(b) At the Closing, Purchaser shall deliver to Seller
the following:
(i) The Purchase Price, in cash or immediately
available funds, required pursuant to Sections
2.1 and 2.3 above;
(ii) An agreement stating that Purchaser has
actually examined the Properties and
understands that except as otherwise expressly
provided in this Contract, the Properties are
being sold "AS IS, WHERE IS," and without any
representations or warranties of any kind,
express or implied, including the warranties
of merchantability, fitness for a particular
purpose, suitability or habitability, quality,
physical condition and value (except as
specifically set forth in Section 5.1 hereof
or the Seller's estoppel letters, if any, to
be provided pursuant to Section 4.1(c);
provided, however, such representations are
subject to all limitations set forth therein
and herein), and that Purchaser shall
indemnify and hold Seller harmless from and
against any and all charges, demands, damages,
liabilities, losses, costs and expenses
resulting from or arising out of, directly or
indirectly, the condition of the Properties or
the breach of any lease or other contract or
agreement affecting or related to the
Properties from and after the Closing Date.
Purchaser shall also acknowledge, represent
and warrant therein that the Purchaser or its
agent has made, or had the opportunity to
make, a structural and roof inspection and an
environmental survey of the Properties, and
that the Purchaser accepts the Property "AS
IS." Such agreement shall be in a form
reasonably acceptable to Seller; and
(iii) All other documents, instruments and agree-
ments to be executed and delivered by
Purchaser to Seller at the time of Closing,
each of which shall be in a form acceptable to
Seller.
(c) In addition, each party will provide to the other or
to the Title Company, or both, whatever documentation may be
reasonably requested in order to confirm the proper authority
of such party to consummate this transaction.
(d) All documents not attached hereto shall be in a form
and substance reasonably acceptable to Seller and Purchaser.
6.3. Expenses of Closing. With reference to the Closing, it
is understood and agreed that Seller shall pay its proportionate
share of the prorations set forth in Section 6.4 hereof and the
cost of tax certificates; the premiums for the standard Owner
Policies of Title Insurance; one-half of the escrow fee charged by
the Title Company; the recording fees for the special warranty
deeds; its own costs, including attorney's fees, in connection with
the negotiation of this Contract and the consummation of the
transaction contemplated hereby; and all other expenses stipulated
to be paid by Seller under other provisions of this Contract.
Purchaser shall pay its proportionate share of the prorations set
forth in Section 6.4 hereof; the cost of any endorsements to or
modifications of the Owner Policies Of Title Insurance; one-half
(1/2) of the escrow fee charged by the Title Company; its own
costs, including attorney's fees, in connection with the
negotiation of this Contract and the consummation of the
transaction contemplated hereby; and all other expenses stipulated
to be paid by Purchaser under other provisions of this Contract.
Further, at Closing, Purchaser shall reimburse Seller for the cost
of the Surveys.
6.4. Prorations and Expenses. Any rents and other income
attributable to use or occupancy of the Buildings during the month
of Closing shall be prorated as of 12:01 a.m. on the Closing Date,
but only such income received as of the Closing Date shall be
prorated at the Closing. Purchaser hereby agrees to use its good
faith efforts to collect all rents, late charges and such other
income due and owing as of the Closing Date, if any. Any rents,
late charges and other income collected by Purchaser shall first be
applied to the most recent outstanding rents, late charges and
other amounts; provided, however, notwithstanding the foregoing, if
a payment made to Purchaser is identified as a payment for
outstanding rents, late charges or other amounts to which Seller is
entitled, Purchaser shall forward such payment to Seller and
further provided that Purchaser shall continue to invoice tenants
for rents, late charges and other amounts due and owing as of the
Closing until such amounts are paid in full. All past due rents,
late charges and other income due and owing to Seller as of the
Closing Date which Purchaser collects shall be remitted to Seller
promptly following the receipt thereof by Purchaser. Real estate
ad valorem taxes for the year during which the Closing occurs shall
be prorated to the Closing Date based on the actual tax figures, if
known, or the estimated tax figures if the actual amount is not
known. The recipient of the 1996 property tax statements with
respect to the Properties shall deliver copies thereof to the other
party within five (5) days after receipt thereof. Operating
expenses paid on a monthly basis, other than utilities, shall be
prorated as of the Closing Date. Purchaser shall be obligated to
have all utilities read on the Closing Date and Purchaser shall be
liable for all utility, insurance and other expenses related to the
Properties which arise from events occurring from and after the
Closing Date and shall indemnify Seller against all claims in
connection therewith, which agreement of indemnity shall survive
the Closing. Subject to Purchaser's indemnifications of Seller
hereunder or pursuant hereto, Seller shall indemnify Purchaser
against all claims in connection with utility, insurance and other
expenses related to the Properties incurred during Seller's
ownership thereof, which agreement of indemnity shall survive the
Closing. If at any time after the Closing Date the amount of any
prorated items shall prove to have been incorrect, the party in
whose favor the error was made shall pay the sum necessary to
correct the error to the other party within ten (10) business days
after receipt of reasonable proof of such error from the other
party. Any valid bill that is received by Seller or Purchaser
after the Closing shall be prorated as of the Closing in accordance
with the terms of the indemnification set forth in this section,
and each party liable therefor shall pay its pro rata share within
ten (10) days after receipt of notice and evidence of the validity
thereof. Purchaser shall be responsible for and upon Closing
assumes all obligations to pay commissions, tenant improvement
allowances, relocation expenses and other charges incurred in
connection with any lease or renewal of a lease that are
outstanding on or after the Closing, including but not limited to
leases or renewals of leases with Temporaries, Inc., Lava Inc.,
Salumunek & Associates, Inc. and Motivation Realty Corporation. At
Closing, Purchaser shall receive a credit against the
Purchase Price in the amount of (a) $70,558.80 for all costs,
fees and expenses incurred in connection with the installation of
a cooling tower at the 400 North Belt Building (b) $85,532.72 for
all costs, fees and expenses incurred in connection with the
installation of a fire alarm panel at the 400 North Belt Building,
(c) $200,000.00 to cover all repairs and other items mentioned in
the letter of April 10, 1996, from Parkway Texas Corporation to
Jeff Black of CB Commercial Real Estate Group, Inc. regarding
repairs, maintenance and other improvements to the Properties and
(d) prepaid rents, including $31,544.32 under the lease with 3DX
Technologies. Purchaser expressly assumes all obligations in
connection with the same, including but not limited to any
contracts for the purchase, installation and repair of such cooling
tower and fire alarm panel, and Purchaser agrees to indemnify,
defend and hold Seller harmless from the same. This section shall
expressly survive the Closing.
ARTICLE 7.
DEFAULT AND REMEDIES
7.1. Default by Purchaser. If Purchaser should fail to
consummate the transaction herein contemplated for any reason,
except default by Seller or the exercise of a right of termination
herein granted to Purchaser, then Seller shall be entitled to
terminate this Contract and receive the Earnest Money (including
any interest earned thereon) as full, agreed and liquidated damages
for the breach of this Contract by Purchaser, whereupon neither
party shall have any further rights or obligations hereunder except
as set forth in Sections 8.11 and 8.17 hereof. In this regard, it
is agreed that the Earnest Money to which the Seller may be
entitled hereunder is a reasonable forecast of just compensation
for the harm that would be caused by Purchaser's failure to
consummate the transaction herein contemplated and that the harm
that would be caused by such failure is one that is incapable or
very difficult of accurate estimation.
7.2. Default by Seller. If Seller should fail to consummate
the transaction herein contemplated for any reason, except
Purchaser's default or the exercise of a right of termination
herein granted to Seller, then Purchaser shall be entitled, as
Purchaser's sole and exclusive remedies, at its option, either (a)
to terminate this Contract and receive the prompt refund of the
Earnest Money and any interest earned thereon or (b) enforce
specific performance, in which case Purchaser shall be deemed to
have accepted, and shall accept, the Properties in their "AS IS"
condition and subject to all title and other matters as they exist
on the date of conveyance. The failure of a contingency to
Purchaser's obligations hereunder shall not be deemed a default by
Seller. Other than as expressly set forth herein, SELLER HEREBY
DISCLAIMS, AND PURCHASER HEREBY RELEASES SELLER FROM, ALL LIABILITY
FOR DAMAGES INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES, CAUSED BY SELLER'S FAILURE TO
CONSUMMATE THE TRANSACTION HEREIN CONTEMPLATED OR ANY OTHER ACT OR
OMISSION OF SELLER.
7.3. Attorney's Fees. If it shall be necessary for either
Purchaser or Seller to employ an attorney to enforce its rights
pursuant to this Contract, the party prevailing in any final
judgment shall be entitled to reimbursement by the other party for
all reasonable costs, charges and expenses, including attorney's
fees, expended or incurred in connection therewith.
ARTICLE 8.
MISCELLANEOUS
8.1. Brokers. It is understood and agreed that the only
broker involved in the negotiation and consummation of this
Contract has been and is CB Commercial Real Estate Group, Inc. (the
"Broker") and conditioned upon the closing of the transaction
contemplated hereby, Seller shall pay the Broker a commission in
the amount set forth in a separate agreement between Seller and
Broker, but such commission shall be payable only if, as, and when
the sale is closed and consummated. Each of the parties represents
to the other that it has not incurred and will not incur any
liability for brokerage fees, finder's fees or agent's commissions
in connection with this Contract other than the liability of Seller
as set forth in this paragraph and agrees to indemnify, defend and
hold harmless the other from all liabilities, damages, expenses and
costs, including attorneys' fees, incurred as a result of such
party's breach of such representation. If this Contract is
terminated for any reason, there will be no commission due or
payable hereunder without regard to fault by either party. In
accordance with the requirements of the Texas Real Estate License
Act, Purchaser is hereby advised by the Broker: (a) that Purchaser
should be furnished with or obtain a policy of title insurance or
have the abstract covering the Properties examined by an attorney
of Purchaser's own selection, and (b) that unless otherwise agreed
to in writing by the parties hereto and the Brokers, Brokers are
being paid by Seller and are representing Seller in this
transaction. This provision shall survive Closing.
8.2. Condemnation. If any material part of the Properties is
condemned prior to the Closing Date, Seller shall promptly give
Purchaser written notice of such condemnation and Purchaser shall
have ten (10) days after the receipt of such notice within which to
notify the Seller in writing of its election to either (i) proceed
to consummate the purchase of the Properties, remaining subject to
sale by Seller, such Properties being conveyed in their "AS IS,
WHERE IS" condition, and, if the condemnation proceeds are
available prior to the Closing Date, having the condemnation
proceeds applied to reduce the Purchase Price provided herein, or,
if such proceeds are not available prior to the Closing Date, take
the Properties subject to such condemnation with all condemnation
proceeds to be delivered to Purchaser, or (ii) declare this
Contract terminated and have the Earnest Money and any interest
earned thereon delivered to Purchaser, with no broker's fee due to
any person, and neither party shall have any further obligations
under this Contract except for the indemnity and obligations under
Sections 8.11 and 8.17 hereof. If Purchaser fails to notify
Purchaser in writing within the ten day period provided in this
Section, Purchaser shall be deemed to have elected to consummate
the purchase pursuant to the first option.
8.3. Casualty Loss. If the Properties hereafter are damaged
by fire, tornado, or other casualty prior to Closing and the cost
of repairing the Properties and restoring the same to their
condition at the time immediately preceding the casualty is at
least $750,000.00 (with respect to the Woodbranch Building) or
$1,250,000.00 (with respect to the North Belt Building) (as
determined by a contractor selected by Seller), Purchaser shall
have the option of either (i) canceling this Contract, thereby
releasing the parties from all obligations hereunder (except for
the indemnity and obligations under Sections 8.11 and 8.17) and
requiring the return of the Earnest Money and any interest earned
thereon to the Purchaser, or (ii) proceeding to close this
transaction with the Properties in their "AS IS, WHERE IS"
condition and with either (a) the Purchase Price being credited by
reducing the amount of the Purchase Price by an amount equal to the
insurance proceeds, if any, related to the Properties actually
collected by the Seller prior to the Closing or (b) the Seller
assigning to Purchaser the right to collect the insurance proceeds
related to the Properties, up to the amount of the actual expenses
incurred by Purchaser in connection with repairing such damage or
destruction. If the cost to repair and restore the Buildings will
be less than the respective amounts set forth above (according to
Seller's contractor) or if Purchaser does not notify Seller in
writing of its election to cancel this Contract within ten (10)
days from notice to Purchaser that the damage or destruction will
cost more than the respective amounts set forth above to repair and
restore, the Purchaser and Seller will close the transaction as
provided hereunder, with the Properties conveyed to Purchaser in
their "AS IS, WHERE IS" condition and Seller assigning to Purchaser
the right to collect the insurance proceeds related to the
Properties, up to the amount of the actual expenses incurred by
Purchaser in connection with repairing such damage or destruction.
8.4. Past Due Rents. Notwithstanding that Purchaser is
obligated pursuant to Section 6.4 hereof to use its good faith
efforts to collect all past due rents and late charges on behalf of
Seller, Seller shall have the right to contact any person obligated
for such rents and charges in order to collect same in Seller's
name and as the former owner of the Properties. Purchaser shall
join in the execution of any letter or release reasonably deemed
necessary by Seller to effectuate the collection of such rents and
charges.
8.5. Notices. All notices, demands, requests and other
communications required or permitted hereunder shall be in writing
and shall be (a) hand-delivered, (b) delivered by a nationally
recognized overnight courier service (c) mailed, certified mail,
return receipt requested, or (d) telecopied, addressed to the
addressee as follows:
If mailed The Penn Mutual Life Insurance Company
to Seller: Independence Square
Philadelphia, PA 19172
Attn: Mr. Michael Baron
Telecopier No.: (215) 672-2760
If delivered to The Penn Mutual Life Insurance Company
Seller by overnight 600 Dresher Road
courier: Horsham, Pa. 19044
Attn: Mr. Michael Baron
with a copy to: Hirsch & Westheimer, P.C.
25th Floor, NationsBank Center
700 Louisiana
Houston, Texas 77002
Attn: Mr. Lee E. Herman
Telecopier No.: (713) 223-9319
If to Purchaser: Parkway Houston, Inc.
188 E. Capitol St., Suite 300
Jackson, Ms. 39202
Attn: Mr. Steve Rogers
Telecopier No.: (601) 949-7049
with a copy to: Mr. Robert C. Hutchison
Forman, Perry, Watkins & Krutz
188 East Capitol Street, Suite 1200
Jackson, Mississippi 39201
Telecopier No.: (601) 960-8613
The communication shall be deemed delivered upon receipt if by
hand-delivery. Notice deposited with an overnight courier shall be
deemed delivered one (1) day after such deposit. Notice mailed as
provided above shall be deemed delivered three (3) days after
deposit in an official depository of The United States Postal
Service. Notice telecopied shall be deemed delivered the day of
transmittal, if transmittal is completed prior to five o'clock p.m.
according to the local time of the recipient, and otherwise the day
after transmittal. Either party may change the place or telecopy
telephone number for giving notices by notifying all parties hereto
in a manner set forth in this Section 8.5, and such new address and
telephone number shall be effective for notice purposes ten (10)
days after the change has been delivered to all parties in a manner
set forth herein. If the date for delivery of a notice required
hereunder is a Saturday, Sunday or legal holiday in the State of
Texas, such notice shall be delivered no later than the next
business day.
8.6. Governing Law; Venue. THIS CONTRACT IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
TEXAS, AND THE LOCAL LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS CONTRACT.
THIS CONTRACT SHALL BE PERFORMABLE IN HARRIS COUNTY, TEXAS.
8.7. Entirety and Amendments. This Contract embodies the
entire agreement between the parties with regard to the transaction
contemplated by this Contract and supersedes all prior or
contemporaneous written or oral agreements and understandings
between the parties relating to the Property (except for that
certain Access and Confidentiality Agreement pertaining to the
Property previously executed by the parties, which remains in full
force and effect), and may be amended or supplemented only by an
instrument in writing executed by the party against whom
enforcement is sought.
8.8. Invalid Provisions. If any provision of this Contract is
held to be illegal, invalid or unenforceable under present or
future laws, such provision shall be fully severable; the Contract
shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of the Contract;
and the remaining provisions of the Contract shall remain in full
force and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance from this Contract.
8.9. Parties Bound. This Contract shall be binding upon and
inure to the benefit of Seller and Purchaser and their respective
successors and Seller's assigns. This Contract may be assigned by
Seller without Purchaser's consent, but Purchaser may not assign
this Contract without the prior written consent of Seller and any
attempt to do so shall be void ab initio. If Purchaser validly
assigns this Contract, the Assignee shall assume all of the rights,
duties and obligations of Purchaser hereunder and if the assignee
is a corporation or limited liability company or Purchaser is not
a general partner in any partnership assignee, Purchaser shall
execute a specific guarantee of Purchaser's obligations hereunder.
Promptly upon a valid assignment of this Contract, Purchaser shall
deliver to the Seller and the Title Company a copy of the
assignment document.
8.10. Further Acts. In addition to the acts recited in
this Contract to be performed by Seller and Purchaser, Seller and
Purchaser agree to perform or cause to be performed any and all
such further acts as may be reasonably necessary to consummate the
transaction contemplated hereby. This provision shall expressly
survive the Closing.
8.11. Access to Property. It is agreed that Purchaser,
its agents and representatives, shall have the right, from time to
time after one (l) business day's notice of its intent to do so, to
enter upon the Property to inspect the same, provided that
Purchaser shall not enter any space leased to tenants without the
prior written consent of such tenant and Seller. Purchaser shall
repair any damage to the Property caused by its or its agent's or
representative's entry on or inspection of the Property. Purchaser
agrees to indemnify and hold Seller harmless from and against any
and all claims, demands, damages, costs and expenses which may be
incurred by Seller arising out of Purchaser's or its agent's or
representative's activities on or related to the Property, which
indemnity shall survive the Closing or termination of this
Contract. This provision supplements, but does not amend or
supersede, the above-referenced Access and Confidentiality
Agreement.
8.12. Time of Essence. It is agreed that time is of the
essence of this Contract.
8.13. Additional Audits. For sixty (60) days after the
Closing, Purchaser shall have the right to conduct an audit of the
books and records of Seller related solely to the operations and
financial results of the Properties, provided that (a) such audit
is (i) conducted solely for the purpose of complying with the
requirements of securities laws then applicable to Purchaser and
(ii) limited to the extent necessary to comply with such
requirements, (b) Purchaser shall first use its best efforts to
satisfy such requirements by auditing the books and records at the
Properties and/or retained by The Trammel Crow Company and (c) the
information obtained in such audit will not be used for any purpose
other than complying with such securities laws.
8.14. Effective Date. The "Effective Date" of this
Contract shall be the date on which a fully executed counterpart of
this Contract and the Earnest Money payment is deposited in escrow
with the Title Company, as evidenced by the signature of an agent
of the Title Company below.
8.15. Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter,
singular or plural, as the identity of the person or persons may
require.
8.16. Exhibits. All exhibits, if any, described herein
are attached hereto and incorporated herein by reference for all
purposes.
8.17. Disclosures. Purchaser agrees to hold all
information furnished by or on behalf of Seller to Purchaser, and
Seller agrees to hold all information furnished by or on behalf of
Purchaser to Seller, in strict confidence and not to release the
same to any third party except Purchaser's and Seller's respective
attorneys, accountants and environmental consultants. If this
Contract is terminated for any reason, Purchaser shall deliver to
Seller all documents, instruments, certificates and agreements
related to the Properties provided to Purchaser by or on behalf of
Seller and all reports related to the Properties, unless Purchaser
is prohibited from delivering particular reports or studies by the
confidentially restraints in the reports and studies, which
restraints Purchaser will diligently try to have removed or waived
with respect to Seller. This provision supplements, but does not
amend or supersede, the above-referenced Access and Confidentiality
Agreement.
8.18. Counterparts. This Contract may be executed in
counterparts, each of which shall be an original, but all of which
shall be one and the same Contract.
IN WITNESS WHEREOF, the parties hereto have executed this
Contract as of the last date on which any of the parties hereto
executes this Contract.
SELLER:
THE PENN MUTUAL LIFE INSURANCE
COMPANY
By: --------------------------------
Michael S. Baron, Vice President
Date of Execution: April 15, 1996
PURCHASER:
PARKWAY HOUSTON, INC.
By:---------------------------------
Steven G. Rogers, President
By:---------------------------------
Mitch Mattingly, Vice President
Date of Execution: April 15, 1996
Federal Employer Identification
Number:
64-0874784
