<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 27, 1997
-------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-12538 59-2197264
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two North Riverside Plaza, Suite 1100, Chicago, Illinois 60606-2607
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 207-0020
----------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
This document consists of 49 pages.
The Exhibit Index is located on page 3.
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ITEM 2.DISPOSITION OF ASSETS
- ----------------------------
First Capital Institutional Real Estate, Ltd. - 1 & 2, d/b/a Houston Lighting
and Power, a joint venture (the "Venture") in which First Capital Institutional
Real Estate, Ltd. - 1 (the "Registrant") owns a 50% interest, sold its interest
in the real property commonly known as 12621 Featherwood Building
("Featherwood"), located in Houston, Texas to Transwestern Investment Company
L.L.C., a Delaware Limited Liability Company, an unrelated party.
The closing of this transaction occurred on June 27, 1997. Featherwood was sold
for cash pursuant to arm's-length negotiations. The sale price was $3,146,700,
of which the Registrant's share was $1,573,300. Sales Proceeds received by the
Registrant approximated $1,496,000, which is net of estimated closing expenses.
The Registrant will record a net (loss) for financial reporting purposes of
approximately $(115,000) from this transaction. The Registrant will distribute
$1,495,800 or $24.93 per Unit on November 30, 1997 to Limited Partners of record
as of June 27, 1997.
Page 2
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ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- ------- --------------------------------------------
(page 5) Pro Forma Financial Information
Exhibits
2.1 (page 10) Contract for Purchase of Real Property, executed May
1997, between First Capital Institutional Real Estate, Ltd. - 1 &
2, d/b/a Houston Lighting and Power, a Florida joint venture
("Seller") and Transwestern Investment Company L.L.C., a Delaware
Limited Liability Company ("Purchaser");
2.2 (page 41) First Amendment to Agreement of Purchase and Sale,
executed June 12, 1997, between Seller and Purchaser;
2.3 (page 43) Closing statement, dated June 27, 1997, between Seller
and Purchaser.
No information is required under Items 1, 3, 4, 5, 6 and 8; therefore, those
Items have been omitted.
Page 3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST CAPITAL INSTITUTIONAL REAL ESTATE LTD. - 1
By: FIRST CAPITAL FINANCIAL CORPORATION
As Managing General Partner
July 11, 1997 By: /s/ DOUGLAS CROCKER II
- ------------- -------------------------------------
(Date) DOUGLAS CROCKER II
President and Chief Executive Officer
Page 4
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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
The accompanying unaudited Pro Forma Balance Sheet has been presented as if the
sales of Featherwood and the properties previously sold during 1997
(collectively, the "Properties") had occurred on March 31, 1997. The
accompanying unaudited Pro Forma Statement of Income and Expenses for the three
months ended March 31, 1997 has been presented as if the sales of Properties had
occurred on December 31, 1996. The accompanying unaudited Pro Forma Statement of
Income and Expenses for the year ended December 31, 1996 has been presented as
if the sales of Properties had occurred on December 31, 1995. In the opinion of
the Managing General Partner, all adjustments necessary to reflect the financial
condition and results of operations of the Partnership exclusive of the
Properties have been made. The unaudited pro forma financial statements are not
necessarily indicative of what the actual financial position and results of
operations would have been had such transactions actually occurred as of
December 31, 1995 and 1996 and March 31, 1997, nor do they purport to represent
the future results of operations of the Registrant.
Page 5
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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
PRO FORMA BALANCE SHEET
(Unaudited)
(All dollars rounded to nearest 00s)
ASSETS
<TABLE>
<CAPTION>
Previous Pro Forma
March 31, Pro Forma Pro Forma Balance
1997 Adjustments Adjustments Sheet
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment in commercial rental properties:
Land $ 5,501,700 $ (497,800) $ (2,652,800) $ 2,351,100
Buildings and improvements 31,625,800 (2,403,900) (20,960,300) 8,261,600
------------ ------------ ------------ ------------
37,127,500 (2,901,700) (23,613,100) 10,612,700
Accumulated depreciation and amortization (13,374,100) 1,345,000 8,628,800 (3,400,300)
------------ ------------ ------------ ------------
Total investment properties, net of
accumulated depreciation and amortization 23,753,400 (1,556,700) (14,984,300) 7,212,400
Cash and cash equivalents 2,287,700 1,496,000 16,120,000 19,903,700
Investment in debt securities 1,975,400 1,975,400
Rents receivable 71,800 (1,900) (66,500) 3,400
Other assets 29,900 (3,000) (22,500) 4,400
------------ ------------ ------------ ------------
$ 28,118,200 $ (65,600) $ 1,046,700 $ 29,099,300
============ ============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued expenses $ 324,100 $ (22,500) $ (118,400) $ 183,200
Due to Affiliates 18,700 18,700
Real estate commissions due to Affiliate 403,000 403,000
Security deposits 150,000 (105,800) 44,200
Distributions payable 420,000 1,495,700 16,080,000 17,995,700
Other liabilities 87,300 (58,300) 29,000
------------ ------------ ------------ ------------
1,403,100 1,414,900 15,855,800 18,673,800
------------ ------------ ------------ ------------
Partners' capital:
General Partners (deficit) (471,100) (1,300) 606,000 133,600
Limited Partners (60,000 Units issued
and outstanding) 27,186,200 (1,479,200) (15,415,100) 10,291,900
------------ ------------ ------------ ------------
26,715,100 (1,480,500) (14,809,100) 10,425,500
------------ ------------ ------------ ------------
$ 28,118,200 $ (65,600) $ 1,046,700 $ 29,099,300
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the pro forma financial
statements.
Page 6
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FIRST CAPITAL INSITUTIONAL REAL ESTATE, LTD. - 1
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, 1997
-----------------------------------------------------------
Pro Forma
Statement of Previous Statement of
Income and Pro Forma Pro Forma Income and
Expenses Adjustments Adjustments Expenses
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Income:
Rental $ 1,232,100 $ 0 $ (810,900) $ 421,200
Interest 58,600 0 0 58,600
------------- ----------- ------------ ------------
1,290,700 0 (810,900) 479,800
------------- ----------- ------------ ------------
Expenses:
Depreciation and amortization 292,600 (11,000) (202,500) 79,100
Property operating:
Affiliates 56,400 (1,400) (31,300) 23,700
Nonaffiliates 262,000 (10,900) (168,200) 82,900
Real estate taxes 105,100 (13,300) (47,000) 44,800
Insurance - Affiliate 11,100 (2,500) (5,900) 2,700
Repairs and maintenance 145,400 (5,900) (76,000) 63,500
General and administrative:
Affiliates 6,100 6,100
Nonaffiliates 43,200 43,200
------------- ----------- ------------ ------------
921,900 (45,000) (530,900) 346,000
------------- ----------- ------------ ------------
Net income $ 368,800 $ 45,000 $ (280,000) $ 133,800
============= =========== ============ ============
Net (loss) allocated to General Partners $ (22,700) $ 1,400 $ 15,500 $ (5,800)
============= =========== ============ ============
Net income allocated to Limited Partners $ 391,500 $ 43,600 $ (295,500) $ 139,600
============= =========== ============ ============
Net income allocated to Limited
Partners per Unit (60,000 Units
outstanding) $ 6.53 $ 0.73 $ (4.93) $ 2.33
============= =========== ============ ============
The accompanying notes are an integral part of the pro forma financial statements.
</TABLE>
page 7
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FIRST CAPITAL INSITUTIONAL REAL ESTATE, LTD. - 1
PRO FORMA STATEMENT OF INCOME AND EXPENSES
(All dollars rounded to nearest 00s
except per Unit amounts)
<TABLE>
<CAPTION>
Year Ended December 31, 1996
----------------------------------------------------
Pro Forma
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 $4,866,600 $(506,000) $(2,783,700) $1,576,900
Interest 208,000 (300) 207,700
---------- --------- ----------- ----------
5,074,600 (506,300) (2,783,700) 1,784,600
---------- --------- ----------- ----------
Expenses:
Depreciation and amortization 1,144,000 (43,700) (797,200) 303,100
Property operating:
Affiliates 227,200 (34,500) (128,750) 63,950
Nonaffiliates 998,900 (107,500) (553,450) 337,950
Real estate taxes 377,500 (41,200) (173,900) 162,400
Insurance - Affiliate 60,400 (10,400) (38,500) 11,500
Repairs and maintenance 692,200 (70,200) (378,100) 243,900
General and administrative
Affiliates 37,800 (700) 37,100
Nonaffiliates 146,800 (800) 146,000
---------- --------- ----------- ----------
3,684,800 (309,000) (2,069,900) 1,305,900
---------- --------- ----------- ----------
Net income $1,389,800 $(197,300) $ (713,800) $ 478,700
========== ========= =========== ==========
Net (loss) allocated to General Partners $ (89,100) $ 2,000 $ 64,600 $ (22,500)
========== ========= =========== ==========
Net income allocated to Limited Partners $1,478,900 $(199,300) $ (778,400) $ 501,200
========== ========= =========== ==========
Net income allocated to Limited
Partners per Unit (60,000 Units
outstanding) $ 24.65 $ (3.32) $ (12.97) $ 8.35
========== ========= =========== ==========
The accompanying notes are an integral part of the pro forma financial statements.
</TABLE>
Page 8
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FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
Notes to Pro Forma Balance Sheet and
Pro Forma Statements of Income and Expenses
1) For the purpose of the Pro Forma Balance Sheet:
a) the accounts for land, buildings and improvements, accumulated
depreciation and amortization, rents receivable, other assets, accounts
payable and accrued expenses, security deposits and other liabilities have
been adjusted as of March 31, 1997 to reflect the 1997 sales of the
Registrant's interests in the Properties.
b) Cash and cash equivalents has been adjusted to include the net cash
received by the Registrant from the purchasers of the properties.
c) Distributions payable has been adjusted to reflect the approximate amount
of the special distributions of Sales Proceeds to Limited Partners as if
such special distributions had been declared as of March 31, 1997.
2) For the purpose of the Pro Forma Statements of Income and Expenses for the
three months ended March 31, 1997 and for the year ended December 31, 1996,
the adjustments to the income and expenses reflect the Registrant's
interests in the operations of Properties sold during 1997.
Page 9
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REAL ESTATE SALE AGREEMENT
[12621 Featherwood Office Building, Houston, Texas]
THIS REAL ESTATE SALE AGREEMENT (this "Agreement") is made as of the ____
day of May, 1997, by and between FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD.-1, a Florida limited partnership, and FIRST CAPITAL INSTITUTIONAL REAL
ESTATE, LTD.-2, a Florida limited partnership (collectively, "Seller") having an
office at c/o Equity Office Holdings, L.L.C., Two North Riverside Plaza, Suite
2200, Chicago, Illinois 60606, and TRANSWESTERN INVESTMENT COMPANY, L.L.C.
("Purchaser"), a Delaware limited liability company, having an office at 1980
Post Oak Boulevard, Suite 2222, Houston, Texas 77056.
RECITALS
A. SELLER is the owner of a certain parcel of real estate (the "Real
Property") in the City of Houston, County of Harris, State of Texas, which
parcel is more particularly described in attached Exhibit A, and upon which is
located an office building commonly known as "12621 Featherwood Office
Building."
B. PURCHASER desires to purchase from Seller, and Seller desires to sell
to Purchaser, the Property (as such term is hereinafter defined), each in
accordance with and subject to the terms and conditions set forth in this
Agreement.
C. THEREFORE, in consideration of the above recitals, the mutual covenants
and agreements herein set forth and the benefits to be derived therefrom, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Purchaser and Seller agree as follows:
1. PURCHASE AND SALE.
Subject to and in accordance with the terms and conditions set forth
in this Agreement, Purchaser shall purchase from Seller and Seller shall sell to
Purchaser the Real Property, together with: (i) all buildings and improvements
thereon and any and all of Seller's rights, easements, licenses and privileges
presently thereon or appertaining thereto (collectively, the "Improvements");
(ii) all of the furniture, furnishings, fixtures, equipment, maintenance
vehicles, tools and other tangible personalty owned by Seller, located on the
Property and used in connection therewith, including, without limitation, those
that are listed on Exhibit B attached hereto (collectively, the "Personal
Property"); (iii) all right, title and interest of Seller under any and all of
the maintenance, service, advertising and other like contracts and agreements
with respect to the ownership and operation of the Property that are listed on
Exhibit C attached hereto, but except those to be terminated at Closing pursuant
to Section 8(B) below (the "Service Contracts"); (iv) if and to the extent
transferable, all of Seller's right, title and interest in and to all licenses
and permits issued by governmental authorities relating to the use, maintenance,
occupancy or operation of the Property ("Licenses and Permits"); and (v) all
right, title and interest of Seller as lessee under the existing parking lease
with Houston Light and Power Company (the "Parking Lease"), or as lessor under
any other lease entered into pursuant to Section 10(L) below; all to
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the extent applicable to the period from and after the Closing (as hereinafter
defined). Items (i) through (v) above, together with the Real Property, are
collectively referred to in this Agreement as the "Property."
2. PURCHASE PRICE.
The purchase price to be paid by Purchaser to Seller for the Property
is Three Million One Hundred Fifty Thousand and No/100 Dollars ($3,150,000.00)
(the "Purchase Price"). The Purchase Price shall be paid as follows:
A. Earnest Money.
-------------
(i) Upon execution of this Agreement by Purchaser, Purchaser
shall deliver to Heritage Title Company of Austin, Inc., 98 San Jacinto Blvd.,
Suite 400, Austin, Texas 78701, Attention: Gary S. Farmer, President, Telephone:
512/505-5000, Facsimile: 512/505-5024 (sometimes hereinafter "Escrowee" or
"Title Company") earnest money in the sum of Fifty Thousand Dollars ($50,000.00)
(together with any interest earned thereon net of investment costs, the "Earnest
Money"). The Earnest Money shall be invested as Purchaser so directs. Any and
all interest earned on the Earnest Money shall be reported to Purchaser's
federal tax identification number and delivered to the party entitled to the
Earnest Money hereunder.
(ii) If the transaction closes in accordance with the terms of
this Agreement, then at Closing, the Earnest Money shall be delivered by
Escrowee to Seller as part payment of the Purchase Price. If the transaction
fails to close due to a default on the part of Purchaser, the Earnest Money
shall be delivered by Escrowee to Seller (as Seller's sole and exclusive remedy)
as liquidated and agreed upon damages in accordance with Section 7(B) below. If
the transaction fails to close due to a default on the part of Seller, the
Earnest Money shall be delivered by Escrowee to Purchaser, and Purchaser shall
have the choice of remedies provided for in Section 7(A) below.
B. Cash at Closing. At Closing, Purchaser shall pay to Seller, by
wire transferred current federal funds, an amount equal to the Purchase Price,
minus the sum of the Earnest Money which Seller receives at Closing from the
Escrowee, and plus or minus, as the case may require, the closing prorations and
adjustments to be made pursuant to Section 4(C) below.
3. EVIDENCE OF TITLE.
A. Title Commitment. Seller shall, within ten (10) days after the
date of this Agreement, deliver to Purchaser a current commitment for a Texas
State Board of Insurance form Owner's Title Insurance Policy for the Property
(the "Title Commitment"), in the amount of the Purchase Price, issued by the
Title Company as agent for Commonwealth Land Title Insurance Company and a copy
of each of the recorded documents that show up as exceptions to title.
B. Survey. Within twenty (20) days from the date of this Agreement,
Seller will cause to be prepared and delivered to Purchaser a current, certified
(in the form of Exhibit D attached hereto), on-the-ground, staked plat of survey
of the Property (the "Survey"),
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prepared by a duly licensed Texas land surveyor. Upon completion of the Survey,
the Surveyor shall deliver three (3) copies of the plat of survey to Purchaser,
one (1) copy to Seller, and one (1) copy to the Title Company. The Survey shall
conform to the current Texas Surveyors Association Standards and Specifications
for a Category 1A, Condition II survey, and be sufficient to modify the Title
Policy's area and boundary exception to read "shortages in the area."
C. Permitted Encumbrances; Examination. Purchaser shall have
fifteen (15) days after its receipt of the Title Commitment and Survey within
which to notify Seller of any exceptions to title to which it objects. If any
new exceptions to title arise within the period between the date of the Title
Commitment or the date of the Survey, and the Closing, Purchaser shall have five
(5) days after its receipt of notice of same within which to notify Seller of
any such exception to title to which it objects. At Closing, Seller shall
deliver to Purchaser a later-dated commitment reflecting the conveyance of the
Property to Purchaser, subject only to those exceptions which become Permitted
Exceptions pursuant to this Section 3 (collectively, the "Permitted
Exceptions"). Any matters shown on the Title Commitment or Survey which are not
objected to by Purchaser as aforesaid shall become Permitted Exceptions. Acts of
Purchaser or those claiming by, through or under Purchaser shall also be deemed
Permitted Exceptions. If Purchaser objects to any such exceptions, Seller shall
have until Closing (but in any event at least fifteen (15) days after it
receives notice of Purchaser's objections) to remove such exceptions by waiver
or endorsement by the Title Company. Seller shall not be in default hereunder,
and shall have no obligation to remove any matters to which Purchaser may
object, except: (a) monetary liens of an ascertainable amount, voluntarily
created by, through or under Seller (which will be removed by Seller or insured
over in a manner acceptable to Purchaser prior to Closing), and (b) involuntary
monetary liens not in excess of $50,000 in the aggregate (which will be removed
by Seller or insured over in a manner acceptable to Purchaser prior to Closing).
If Seller fails to remove any such exceptions as aforesaid, Purchaser may, as
its sole and exclusive remedy, terminate this Agreement and obtain a return of
the Earnest Money. If Purchaser does not elect to terminate this Agreement,
Purchaser shall consummate the Closing and accept title to the Property subject
to all such exceptions (in which event, all such exceptions shall be deemed
Permitted Exceptions).
D. Title Policy. As a condition of Purchaser's obligation to close
the transaction contemplated hereby, at Closing, Purchaser shall have received
an owner's policy of title insurance (the "Title Policy"), insuring good and
indefeasible fee simple title to the Property, in the standard form promulgated
by the Texas State Board of Insurance, issued by the Title Company, in the
amount of the Purchaser Price, subject to no exception or reservation other than
the Permitted Exceptions.
4. CLOSING.
A. Closing Date. The "Closing" of the transaction contemplated by
this Agreement (that is, the payment of the Purchase Price, the transfer of
title to the Property, and the satisfaction of all other terms and conditions of
this Agreement) shall occur at 10:00 a.m. on the fifteenth (15th) day after the
expiration of the Review Period, at the office of the Title Company, or at such
other time and place as Seller and Purchaser shall agree in writing. The
"Closing Date" shall be the date of Closing. If the
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date of Closing above provided for falls on a Saturday, Sunday or legal holiday,
then the Closing Date shall be the next business day.
B. Closing Documents.
-----------------
(i) At Closing, Seller shall deliver to Purchaser the
following:
(a) a "Special" or "Limited" Warranty Deed, subject to
Permitted Exceptions, in the form of Exhibit E attached hereto;
(b) a "special" or "limited" warranty bill of sale, in the
form of Exhibit F attached hereto;
(c) four (4) counterparts of an assignment and assumption
of the Service Contracts, Permits and Licenses (the "Assignment") in the form of
Exhibit G attached hereto;
(d) an affidavit stating, under penalty of perjury,
Seller's U.S. taxpayer identification number and that Seller is not a foreign
person within the meaning of Section 1445 of the Internal Revenue Code;
(e) four (4) counterparts of a closing statement (the
"Closing Statement") to be executed by Seller and Purchaser, setting forth the
prorations and adjustments to the Purchase Price as required by Section 4(C)
below, executed by Seller;
(f) evidence of the authority of Seller to consummate this
transaction reasonably acceptable to the Title Company;
(g) an assignment and assumption of any New Leases, and,
if Purchaser has secured the approval of HL&P as provided in Section 8(A), the
Parking Lease; and
(h) such other documents as may be required by the laws of
the jurisdiction in which the Property is located.
(ii) Purchaser shall deliver or cause to be delivered to Seller
at Closing:
(a) the funds required pursuant to Section 2(B) above;
(b) four (4) counterparts of the Assignment, executed by
Purchaser;
(c) four (4) counterparts of the Closing Statement,
executed by Purchaser;
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(d) evidence of the authority of Purchaser to consummate
this transaction reasonably acceptable to the Title Company; and
(h) such other documents as may be required by the laws of
the jurisdiction in which the Property is located.
(iii) Promptly after Closing, Seller shall either deliver to the
offices of Purchaser's property manager, or leave on-site at the Property, to
the extent in Seller's possession or control, the original Service Contracts and
any available "as-built" plans and specifications. The obligations of Seller
under this subsection (iii) shall survive Closing.
C. Closing Prorations and Adjustments.
----------------------------------
(i) The following items are to be prorated or adjusted (as
appropriate) as of the Closing Date, it being understood that for purposes of
prorations and adjustments, Seller shall be deemed the owner of the Property on
the Closing Date and Purchaser shall be deemed the owner of the Property on the
day after the Closing Date:
(a) real estate and personal property taxes and
assessments (on the basis of the most recent ascertainable tax bill if the
current bill is not then available);
(b) with respect to tenant improvement costs and/or
allowances or leasing commissions relating to (1) "New Leases" (as hereinafter
defined) executed after the date of this Agreement and prior to the end of the
Review Period, and (2) New Leases executed during the period between the
expiration of the Review Period and Closing with the consent of Purchaser
granted (or deemed to be granted) in accordance with Section 10(L) below, Seller
and Purchaser agree that such costs, allowances and commissions shall be
prorated over the term of any such New Lease with Seller being responsible for a
portion of such costs, allowances 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 New Lease and, in the event that Seller
has paid such costs, allowances and/or commissions prior to Closing, Purchaser
shall reimburse Seller at Closing for the amount of any such costs, allowances
and/or commissions paid by Seller, based on the above-described proration.
(c) water, sewer, electric, telephone and all other
utility and fuel charges, fees and use charges, fuel on hand (at cost plus sales
tax), and any deposits with utility companies (to the extent possible, utility
prorations will be handled by meter readings on the day immediately preceding
the Closing Date); Seller will not remove any utility deposit for five (5) days
after the Closing;
(d) amounts due and prepayments under the Service
Contracts;
(e) assignable license and permit fees; and
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(f) other similar items of income and expenses of
operation (including rents, if any).
(ii) All prorations shall be final, unless otherwise agreed by
the parties in writing.
D. Transaction Costs. Seller shall be responsible for and pay upon
Closing (i) the cost of the Survey, (ii) the base premium the owner's title
policy (the "Owner's Policy") to be delivered to Purchaser in accordance with
the provisions of the Title Commitment described in Section 3 above, (iii) one-
half of Title Company's standard escrow fees (the "Escrow Fees"), if any, and
(iv) the cost of recording any releases or other documents necessary to clear
title in the manner required by this Agreement (or to which Seller has otherwise
agreed in writing), together with all other charges customarily paid by a seller
of improved real estate in the State of Texas, whether or not the Closing
occurs. Purchaser shall be responsible for and pay upon Closing (1) title
insurance premiums for any endorsements requested by Purchaser, including any
additional premium for the amendment of the survey exception to read "shortages
in area," (2) any search and exam fees of the Title Company, whether or not the
Closing occurs, (3) one-half of the Escrow Fees, if any, and (4) all recording
charges (except as provided in (iv) above), together with all other charges
customarily paid by a purchaser of improved real estate in the State of Texas,
whether or not the Closing occurs. Seller and Purchaser shall, however, be
responsible for the fees of their respective attorneys.
E. Possession. Upon Closing, Seller shall deliver to Purchaser
possession of the Property, subject to such matters as are permitted by or
pursuant to this Agreement.
5. CASUALTY LOSS AND CONDEMNATION.
If, prior to Closing, the Property or any part thereof shall be taken
or condemned, or destroyed or damaged by fire or other casualty, Seller shall
promptly so notify Purchaser. In such event, provided that either: (i) the
reasonable cost to restore the Property due to such damage or destruction is
greater than Two Hundred Thousand and No/100 Dollars ($200,000.00), or (ii) any
portion of the Property is taken or condemned, or (iii) some other taking or
condemnation materially, adversely affects the value or utility of the Property
(items (ii) and (iii) are collectively referred to hereinafter as a "Material
Condemnation"), then either Seller or Purchaser shall have the option to
terminate this Agreement by delivery of its written termination notice to the
other within fifteen (15) days after Seller's delivery to Purchaser of its
notice of a Material Condemnation or the occurrence of a casualty loss. If (a)
the reasonable cost to restore the Property due to the aforementioned damage or
destruction is less than or equal to Two Hundred Thousand Dollars ($200,000.00),
(b) the aforementioned taking or condemnation is not a Material Condemnation, or
(c) neither Seller nor Purchaser elects to terminate this Agreement pursuant to
the provisions of the preceding sentence (time being of the essence with respect
to any such election), then Seller and Purchaser shall consummate the
transaction contemplated by this Agreement without abatement of the Purchase
Price (but Purchaser shall be entitled to a credit at Closing in the amount of
Seller's deductible under the applicable policy or policies of insurance) and
Purchaser shall be entitled during the period following the Review Period and
prior to Closing to approve the terms of any insurance settlement, such approval
not to be unreasonably withheld or delayed, and to receive at Closing the
taking, condemnation or insurance proceeds (or an assignment of the right to
such proceeds) (less any amounts paid for costs incurred by Seller and approved
by Purchaser as a result of such occurrence, and less any rents applicable to
period before Closing pursuant to New Leases approved by Purchaser as a
6
<PAGE>
result of such occurrence that are covered by insurance or included in the award
for any taking or condemnation) and Seller shall, at Closing, execute and
deliver to Purchaser all customary proofs of loss, assignments of claims and
other similar items. If either Seller or Purchaser elects to terminate this
Agreement pursuant to the provisions of this Section 5 and Purchaser is not in
default under this Agreement, the Earnest Money shall be returned to Purchaser
by the Escrowee, in which event this Agreement shall, without further action of
the parties, become null and void and neither party shall have any further
rights or obligations under this Agreement. However; the foregoing shall not
limit Seller's recourse against Purchaser under Sections 6, 10(J) and 10(G)
below.
6. BROKERAGE.
Seller, pursuant to a separate written agreement, is or may be
obligated to pay upon Closing (but not otherwise) a brokerage commission to CB
Commercial ("Broker") for services rendered in connection with the sale and
purchase of the Property according to their separate agreement. Seller shall
indemnify and hold Purchaser harmless from and against any and all claims of
Broker related to Seller's agreement to pay Broker a commission in connection
with the purchase and sale of the Property, including, without limitation,
reasonable attorneys' fees and expenses incurred by Purchaser in connection with
such claim. Seller and Purchaser shall each indemnify and hold the other
harmless from and against any and all claims of all brokers and finders (other
than a claim by Broker against Seller of the type described in the preceding
sentence, which claim Seller shall be obligated to indemnify Purchaser against
in accordance with the preceding sentence) claiming by, through or under the
indemnifying party and in any way related to the sale and purchase of the
Property, this Agreement or otherwise, including, without limitation, reasonable
attorneys' fees and expenses incurred by the indemnified party in connection
with such claim.
7. DEFAULT AND REMEDIES.
A. Purchaser's Remedies. Notwithstanding anything to the contrary
contained in this Agreement, if: (a) Seller fails to perform in accordance with
the terms of this Agreement; (b) Purchaser is not otherwise in default
hereunder; and (c) the Closing does not occur; then, as Purchaser's sole and
exclusive remedy hereunder and at Purchaser's option, either (x) the Earnest
Money shall be returned to Purchaser, in which event this Agreement shall be
null and void, and neither party shall have any rights or obligations under this
Agreement, or (y) upon notice to Seller not less than ten (10) days after
Purchaser becomes aware of which failure, and provided an action is filed within
one hundred eighty (180) days thereafter, Purchaser may seek specific
performance of this Agreement, and recovery of costs expended by Purchaser in
pursuing the remedy of specific enforcement up to a maximum of $25,000, but not
other damages. Purchaser's failure to seek specific performance as aforesaid
shall constitute its election to proceed under clause (x) above.
B. Seller's Remedies. If Purchaser fails to perform in accordance
with the terms of this Agreement, and Seller is not in default hereunder, the
Earnest Money may be retained by Seller as liquidated and agreed upon damages
and as Seller's sole and exclusive remedy with respect thereto; provided,
however, that the foregoing shall not limit Seller's recourse against Purchaser
under Section 6 above or Sections 10(J) and 10(G) below. Purchaser and Seller
acknowledge and agree that (1) the Earnest Money is a reasonable
7
<PAGE>
estimate of and bears a reasonable relationship to the damages that would be
suffered and costs incurred by Seller as a result of having withdrawn the
Property from sale and the failure of Closing to occur due to a default of
Purchaser under this Agreement; (2) the actual damages suffered and costs
incurred by Seller as a results of such withdrawal and failure to close due to a
default of Purchaser under this Agreement would be extremely difficult and
impractical to determine (3) Purchaser seeks to limit its liability under this
Agreement to the amount of the Earnest Money in the event this Agreement is
terminated and the transaction contemplated by this Agreement does not close due
to a default of Purchaser under this Agreement; and (4) the Earnest Money shall
be and constitute valid liquidated damages.
C. Other Remedies. After Closing, Seller and Purchaser shall,
subject to the terms and conditions of this Agreement, have such rights and
remedies as are available at law or in equity as to any claims or causes of
action arising after Closing, except that neither Seller nor Purchaser shall be
entitled to recover from the other consequential or special damages.
8. INSPECTION PERIOD; SERVICE CONTRACTS; DELIVERIES
A. Subject to Section 10(G) below, Purchaser shall have until 4 PM
(Chicago, Illinois time) on the date which is thirty (30) days after the date of
this Agreement, within which to inspect the Property (the "Review Period"). If
Purchaser determines that the Property is unsuitable for its purposes for
whatever reason during the Review Period, and if Purchaser gives Seller written
notice of its decision to terminate this Agreement pursuant to this Section 8(A)
prior to the expiration of the Review Period, then the Earnest Money shall be
returned to Purchaser, at which time this Agreement shall be null and void and
neither party shall have any further rights or obligations under this Agreement.
Purchaser's failure to terminate this Agreement as provided above shall be
deemed a waiver by Purchaser of the right to terminate this Agreement contained
in this Section 8. If Purchaser desires to assume the Parking Lease, Purchaser
shall undertake negotiations with Houston Light and Power ("HL&P") directly
during the Review Period, it being understood that HL&P has refused to negotiate
with Seller on behalf of any prospective purchaser. Seller agrees to reasonably
cooperate as necessary, and without expense to Seller, in such negotiations.
B. Seller agrees to give written notice of termination at Closing
with respect to any Service Contracts for which: (1) Purchaser has given Seller
written notice prior to the expiration of the Review Period that Purchaser
desires such Service Contract to be terminated at Closing; and (2) such Service
Contract can be terminated at Closing without any cost, liability or expense to
Seller. Purchaser will assume the obligations arising from and after the Closing
Date under those Service Contracts that are so terminated at Closing.
C. Seller shall, within ten (10) days after the date of this
Agreement, make available to Purchaser at the Property the following, to the
extent in Seller's possession:
(i) Copies of the most recent real estate tax statements with
respect to the Property;
(ii) Copies of the most recent sewer and water bills with
respect to the Property;
8
<PAGE>
(iii) Copies of the Service Contracts, Licenses and Permits;
(iv) Copies of bills for fuel used to operate the heating and
air conditioning systems controlled by Seller at the
Property covering the period January 1, 1997 through the
last billing period ending prior to the date of this
Agreement, if any;
(v) Copies of bills for electricity used to operate the portion
of the Property controlled by Seller covering the period
January 1, 1997 through the last billing period ending
prior to the date of this Agreement, if any;
(vi) Copies of plans for the buildings, surveys, site plans,
specifications, floor plans, and "as built" or working
drawing, if any; and
(vii) Copies of any licenses, permits, certificates of occupancy,
written evidence of compliance (or non-compliance) with
applicable laws, and other written notices from
governmental agencies, utilities or vendors, issued or
delivered to Seller in connection with the ownership and
operation of the Property.
9. REPRESENTATIONS AND WARRANTIES; COVENANTS
A. Seller represents and warrants to Purchaser that:
(i) Seller has been duly organized, is validly existing, and is
in good standing (if necessary) and qualified to do business (if necessary) in
the state of its organization and the state in which the Property is located.
Seller has the full right and authority and has obtained any and all consents
required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby.
(ii) There is no agreement to which Seller is a party, or, to
the Actual Knowledge of Seller (as hereinafter defined), which is binding on
Seller, which is in conflict with this Agreement. There is not now pending or,
to the Actual Knowledge of Seller, threatened, any action, suit or proceeding,
including, without limitation, a condemnation proceeding, before any court or
governmental agency or body against Seller that would prevent Seller from
performing its obligations hereunder or against or with respect to the Property.
(iii) To the Actual Knowledge of Seller, except as provided in
Exhibit H hereto, Seller has not received any written notice from any
governmental authority of any violation of any zoning, building, fire or health
code, statute, ordinance, rule or regulation applicable to the Property which
has not been cured or remedied.
(iv) To the Actual Knowledge of Seller, Seller is not in default
under any agreement that would constitute a lien or charge against the Property
or the Purchaser after Closing.
9
<PAGE>
(v) When used in this Agreement, the term "Actual Knowledge of
Seller" shall mean and be limited to the actual (and not constructive) current
knowledge of Alissa Schneider, Director of Dispositions, and Kim Koehn, Regional
Vice President and asset manager of the Property, each of Equity Office
Holdings, L.L.C., a Delaware limited liability company.
B. Purchaser represents and warrants to Seller that:
(i) Purchaser has been duly organized, is validly existing, and
is in good standing (if necessary) and qualified to do business (if necessary)
in the state of its organization and the state in which the Property is located.
Purchaser has the full right and authority and has obtained any and all consents
required to enter into this Agreement and to consummate or cause to be
consummated the transactions contemplated hereby.
(ii) There is no agreement to which Purchaser is a party, or, to
Purchaser's knowledge, which is binding on Purchaser, which is in conflict with
this Agreement. There is not now pending or, to the best of Purchaser's
knowledge, threatened, any action, suit or proceeding before any court or
governmental agency or body against Purchaser that would prevent Purchaser from
performing its obligations hereunder or against or with respect to the Property.
C. The representations and warranties set forth in this Section 9
are made as of the date of this Agreement and are remade as of the Closing Date,
and shall survive Closing for one hundred eighty (180) days.
D. Seller covenants and agrees to manage, operate and maintain the
Property in the ordinary course of its business, and in substantially its
present condition (but Seller shall not be obligated to make capital
improvements or capital repairs).
10. MISCELLANEOUS.
A. All understandings and agreements heretofore had between Seller
and Purchaser with respect to the Property are merged in this Agreement, which
alone fully and completely expresses the agreement of the parties. Purchaser
acknowledges that it has inspected or will inspect the Property and, except as
to the representations and warranties contained in Section 9(A) above, that it
accepts same in its "as is" condition, subject to use, ordinary wear and tear
and natural deterioration. Purchaser further acknowledges that, except as
expressly provided in this Agreement, neither Seller nor any agent or
representative of Seller has made, and Seller is not liable for or bound in any
manner by, any express or implied warranties, guaranties, promises, statements,
inducements, representations or information pertaining to the Property.
B. This Agreement and any interest hereunder may be assigned or
transferred by Purchaser or Seller, provided such assignee assumes the
assignor's obligations hereunder. As used in this Agreement, the terms
"Purchaser" and "Seller" shall be deemed to include any such assignee or other
transferee. Upon any such transfer, such party shall not be relieved of any
subsequently accruing liability under this Agreement, and shall remain obligated
as if the original party named hereunder. Subject to the foregoing, this
Agreement
10
<PAGE>
shall inure to the benefit of and shall be binding upon Seller and Purchaser and
their respective successors and assigns.
C. This Agreement shall not be modified or amended except in a
written document signed by Seller and Purchaser.
D. Time is of the essence of this Agreement.
E. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS.
F. All notices, requests, demands or other communications required
or permitted under this Agreement shall be in writing and delivered personally
or by certified mail, return receipt requested, postage prepaid, by overnight
courier (such as Federal Express), or by facsimile transmission, addressed as
follows:
1. If to Seller:
c/o Equity Office Holdings, L.L.C.
Two North Riverside Plaza, Suite 2200
Chicago, Illinois 60606
Attention: Alissa Schneider
Telephone: 312/466-3595
Facsimile: 312/559-5051
With a copy to:
Rosenberg & Liebentritt, P.C.
Two North Riverside Plaza, Suite 1515
Chicago, Illinois 60606
Attention: John Starkweather
Telephone: 312/466-3959
Facsimile: 312/454-0335
2. If to Purchaser:
Transwestern Investment Company, L.L.C.
1980 Post Oak Boulevard, Suite 2222
Houston, Texas 77056
Attention: Bryan Burns III
Telephone: 713/840-1170
Facsimile: 713/840-1180
With a copy to:
Hopkins & Sutter
Three First National Plaza, Suite 4100
Chicago, Illinois 60602
Attention: Thomas Buranosky
Telephone: 312/558-5187
Facsimile: 312/558-3312
11
<PAGE>
All notices given in accordance with the terms hereof shall be deemed received
forty-eight (48) hours after posting, or when delivered personally or otherwise
received. Either party hereto may change the address for receiving notices,
requests, demands or other communication by notice sent in accordance with the
terms of this Section 10(F).
G. Purchaser's right of inspection pursuant to Section 8 above shall
be subject to the rights of tenants under leases and other occupants and users
of the Property, if any. 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
any tenants without the prior consent of Seller. No inspection shall involve
the taking of samples or other physically invasive procedures without the prior
consent of Seller. 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 therewith) arising out of or resulting from Purchaser's exercise
of its rights under this Agreement, including, without limitation, its right of
inspection as provided for in Section 8 above.
H. Acknowledging the prior use of the Property and Purchaser's
opportunity to inspect the Property, except as to the representations and
warranties contained in Section 9(A) hereof, Purchaser agrees to take the
Property "as is" with all faults and conditions thereon. Any information,
reports, statements, documents or records ("Disclosures") provided or made to
Purchaser or its constituents by Seller, its agents or employees concerning the
environmental condition of the Property shall not be representations or
warranties. Purchaser shall not rely on such Disclosures, but rather, Purchaser
shall rely only on its own inspection of the Property. EXCEPT AS TO THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 9(A) HEREOF, 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
12
<PAGE>
OF THE PROPERTY, OR (F) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING TERMITES OR WASTES, AS
DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR
ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980 ("CERCLA"), AS AMENDED, AND REGULATIONS
PROMULGATED THEREUNDER. PURCHASER, ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVE,
RELEASE AND AGREE NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR
CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST SELLER OR ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ASSIGNS
(COLLECTIVELY, "SELLER AND ITS AFFILIATES") BASED ON (A) ANY FEDERAL, STATE, OR
LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION, INCLUDING CERCLA OR
ANY STATE EQUIVALENT, OR ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED, (B)
ANY DISCHARGE, DISPOSAL, RELEASE, OR ESCAPE OF ANY CHEMICAL, OR ANY MATERIAL
WHATSOEVER, ON, AT, TO, OR FROM THE PROPERTY; OR (C) ANY ENVIRONMENTAL
CONDITIONS WHATSOEVER ON, UNDER, OR IN THE VICINITY OF THE PROPERTY.
I. IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED BY EITHER PARTY
UNDER OR WITH RESPECT TO THIS AGREEMENT, EACH PARTY WAIVES ANY RIGHT IT MAY HAVE
TO TRIAL BY JURY.
J. Purchaser acknowledges that all information with respect to the
Property furnished or to be furnished to Purchaser is, has been and will be so
furnished on the condition that Purchaser maintain the confidentiality thereof.
Accordingly, Purchaser shall, and shall cause its directors, officers and other
personnel and representatives to, hold in strict confidence, and not disclose to
any other party without the prior written consent of Seller and unless the
Closing occurs: (i) any of the information with respect to the Property
delivered to Purchaser by Seller or any of its agents, representatives or
employees, or (ii) the existence of this Agreement or any term or condition
thereof, or (iii) the results of any inspections or studies undertaken in
connection herewith. In addition, neither Purchaser nor Purchaser's directors,
officers and other personnel and representatives shall solicit offers to
purchase the Property to any other party without the prior written consent of
Seller and unless the Closing occurs. Notwithstanding the above, Purchaser may
disclose such information to individuals or entities necessary for Purchaser to
consummate the transaction contemplated herein (such as lenders, engineers,
prospective management companies, environmental consultants, accountants and tax
advisors) and as required by law. Purchaser shall require that any third parties
performing inspections or tests of the Property agree in writing not to disclose
the existence of this Agreement or information with respect to the Property to
anyone. In the event the Closing does not occur and this Agreement is
terminated, Purchaser shall, upon written request by Seller, promptly return to
Seller all copies of all such information without retaining any copy thereof or
extract therefrom. The provisions of this Section 10(J) shall survive any
termination of this Agreement.
K. If for any reason Purchaser does not consummate the Closing, then
Purchaser shall, upon Seller's request, assign and transfer to Seller all of its
right, title and interest in and to any and all studies, reports, surveys and
other information, data and/or
13
<PAGE>
documents relating to the Property or any part thereof prepared by or at the
request of Purchaser, its employees and agents, and shall deliver to Seller
copies of all of the foregoing.
L. Seller hereby covenants and agrees with Purchaser that:
1. From and after the date hereof through the Closing, Seller
shall deliver for Purchaser's review (a "New Lease Notice") a copy of any
proposed new lease or leases (individually, a "New Lease" and collectively, "New
Leases"). During the period between the date hereof and Closing, Purchaser shall
have the right to approve or disapprove of any New Lease by responding in
writing to Seller's New Lease Notice within ten (10) business days after
Purchaser's receipt of the New Lease Notice. If Purchaser fails to approve or
disapprove of such New Lease within such ten (10) business day period, Purchaser
shall be deemed to have conclusively approved of such New Lease.
2. All tenant improvement costs and/or allowances and leasing
commissions relating to New Leases shall be prorated in accordance with Section
4(C) above.
M. Seller and Purchaser hereby designate Escrowee to act as and
perform the duties and obligations of the "reporting person" with respect to the
transaction contemplated by this Agreement for purposes of 26 C.F.R. Section
1.6045-4(e)(5) relating to the requirements for information reporting on real
estate transaction closed on or after January 1, 1991. In this regard, Seller,
Purchaser and Escrowee each agree to execute at Closing a Designation Agreement,
designating Escrowee as the reporting person with respect to the transaction
contemplated by this Agreement.
N. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which taken together shall
constitute one and the same instrument. To facilitate execution of this
Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages.
O. Seller and Purchaser acknowledge and agree that neither this
Agreement nor a memorandum thereof shall be recorded against the Property.
P. Purchaser acknowledges and agrees that any recovery against
Seller that Purchaser may be entitled to as a result of any claim, demand or
cause of action that Purchaser may have against Seller with respect to this
Agreement and the transactions contemplated herein shall only be recoverable
against Seller to the extent of Seller's interest in the Property and the amount
of the proceeds received by Seller from the sale of the Property to Purchaser.
Q. In the event of a conflict between the terms and provisions of
the Confidentiality Agreement and this Agreement, the terms and provisions of
this Agreement shall control.
R. Except as specifically provided for herein, the representations,
warranties, covenants and agreements of Seller set forth in this Agreement
shall not survive the Closing.
S. Should either party employ attorneys to enforce any of the
provisions hereof, the party against whom any final judgment is entered agrees
to pay the prevailing
14
<PAGE>
party all reasonable costs, charges and expenses, including reasonably
attorneys' fees, expended or incurred by the prevailing party in connection
therewith.
[The Remainder Of This Page Is Intentionally Blank]
15
<PAGE>
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Agreement as of the date first above written.
SELLER:
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
PURCHASER:
TRANSWESTERN INVESTMENT COMPANY, L.L.C., a Texas limited
liability company
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
EXHIBITS
- --------
A Legal Description
B Itemization of Personal Property
C List of Service Contracts
D Survey Certification
E Special Warranty Deed
F Special Warranty Bill of Sale
G Assignment and Assumption Agreement
H Written Notices of Violation
16
<PAGE>
EXHIBIT A
LEGAL DESCRIPTION
-----------------
TRACT 1
All that certain 3.5196 acres of land out of Unrestricted Reserve "B", in Block
2, of SOUTHPOINT, SECTION ONE (1), according to the plat thereof recorded in
Volume 299, Page 28 of the Map Records of HARRIS County, Texas and being more
particularly described by metes and bounds attached hereto:
TRACT 2
Being 0.3055 acres or 13,309 square feet of land located in the G.P. Burnett
Survey, Abstract 1062, HARRIS County, Texas, said 0.3055 acre tract being a part
of Unrestricted Reserve "C" of the plat of FUQUA STREET COMPLEX, a subdivision
recorded in Volume 212, Page 95 of the Map Records of HARRIS County, Texas, said
0.3055 acre tract being more particularly described by metes and bounds attached
hereto:
A-1
<PAGE>
EXHIBIT B
ITEMIZATION OF PERSONAL PROPERTY
--------------------------------
(Forthcoming)
B-1
<PAGE>
EXHIBIT C
LIST OF SERVICE CONTRACTS
-------------------------
(Forthcoming)
C-1
<PAGE>
EXHIBIT D
SURVEY CERTIFICATION
--------------------
(Forthcoming)
E-1
<PAGE>
EXHIBIT E
FORM OF DEED
------------
Property: 12621 Featherwood Office Building, Houston, Texas
SPECIAL WARRANTY DEED
---------------------
STATE OF TEXAS )
)
COUNTY OF HARRIS )
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1, a Florida limited
partnership, and FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2, a Florida
limited partnership (collectively, "Grantor"), each of whose mailing address is
c/o Equity Office Holdings, L.L.C., Two North Riverside Plaza, Suite 2200,
Chicago, Illinois 60606, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration paid in cash to
Grantor by the Grantee herein named, the receipt and sufficiency of which are
hereby acknowledged, has, subject to the exceptions hereinafter set forth,
GRANTED, SOLD, and CONVEYED, and does hereby GRANT, SELL, and CONVEY unto
_______________________________________, a(n) ____________________________,
having an office at 1980 Post Oak Boulevard, Suite 2222, Houston, Texas 77056
("Grantee"), that certain improved real property situated in the County of
Harris, Texas, more particularly described on Exhibit A attached hereto and
incorporated herein by referenced (the "Property").
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
THIS CONVEYANCE IS MADE SUBJECT TO all matters set forth on Exhibit B
attached hereto and incorporated herein by reference.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
TO HAVE AND TO HOLD the Property and all improvements located thereon,
together with all and singular the easements, covenants, agreements, rights,
privileges, hereditaments and appurtenances thereto and in any way belonging
unto the said Grantee, its heirs, legal representatives, successors and assigns,
forever; and Grantor does hereby bind itself, its heirs, legal representatives,
successors and assigns, to Warrant and Forever Defend all and singular the
Property unto the said Grantee, its heirs, legal representatives, successors and
assigns, against
E-1
<PAGE>
every person whomsoever lawfully claiming or to claim the same or any part
thereof by, through and under Grantor but not otherwise.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
For the same consideration, Grantor hereby GRANTS, BARGAINS, SELLS and
CONVEYS, without warranty express or implied, all interest, if any, of Grantor
in (i) strips or gores, if any, between the Property and abutting properties and
(ii) any land lying in or under the bed of any street, alley, road or right-of-
way, opened or proposed, abutting or adjacent to the Property.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Except the special warranties of title contained herein, and except those
representations and warranties of Grantor set forth in that certain Real Estate
Sale Agreement between Grantor and Grantee dated as of [May _______, 1997 (as
amended] which survive the delivery of this instrument, Grantor hereby disclaims
all warranties of any kind or nature whatsoever (including warranties of
habitability and fitness for a particular purpose), whether expressed or
implied, including but not limited to warranties with respect to the premises,
the zoning of the premises, the soil conditions of the real property, or the
suitability of the premises for Grantee's intended use thereof. By its
acceptance hereof, Grantee acknowledges that Grantor is conveying and Grantee is
purchasing the premises "AS IS" and in its present condition, and Grantee is not
relying upon any representation of any kind or nature made by Grantor, or any of
its employees, or agents with respect to the premises, and, in fact, no such
representations have been made by Grantor, or any of its employees or agents.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Further, with and without in any way limiting any other provision of this
Special Warranty Deed, Grantor makes no warranty with respect to the presence or
absence on or beneath the premises (or any parcel in proximity thereto) of
hazardous substances or materials which are categorized as hazardous or toxic
under any local, state or federal law, statute, ordinance, rule, or regulation
pertaining to environmental or substance regulation, contamination, clean-up or
disclosure, and shall have no liability to Grantee therefor. By its acceptance
hereof, Grantee accepts the risk of the presence of any such substances or
materials.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
E-2
<PAGE>
All taxes and assessments for the year as of which this Deed is executed
have been prorated as of the effective date of this Deed and Grantee hereby
assumes liability for the payment thereof and for payment of all subsequent
assessments for that and prior years due to change in land usage, ownership or
both.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
THIS INSTRUMENT PREPARED BY:
- ------------------------------------------------------------------------------
John P. Starkweather
- ------------------------------------------------------------------------------
Rosenberg & Liebentritt, P.C.
- ------------------------------------------------------------------------------
Two North Riverside Plaza, Suite 1515
- ------------------------------------------------------------------------------
Chicago, Illinois 60606
- ------------------------------------------------------------------------------
E-3
<PAGE>
- ------------------------------------------------------------------------------
IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on the
____ day of ______________________, 1997.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
GRANTOR:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD. - 1, a Florida limited partnership
By: First Capital Financial Corporation, a
Florida corporation, its general
partner
By:
--------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD. - 2, a Florida limited partnership
By: First Capital Financial Corporation, a
Florida corporation, its general partner
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
E-4
<PAGE>
STATE OF ILLINOIS )
)
COUNTY OF COOK )
I, ________________________________________, a Notary Public in and for the
County and State aforesaid, do hereby certify that _____________________________
appeared before me this day and did say that s/he is the Vice President of First
Capital Financial Corporation, a Florida corporation, general partner of FIRST
CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1, a Florida limited partnership, who
is personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such officer and acknowledged that s/he signed and
delivered the said instrument as the free and voluntary act of said corporation
for the uses and purposes therein set forth.
Given under my hand and notarial seal this ___ day of _________, 199_.
------------------------------------
Notary Public
My Commission Expires: ____________ (SEAL)
STATE OF ILLINOIS )
)
COUNTY OF COOK )
I, ________________________________________, a Notary Public in and for the
County and State aforesaid, do hereby certify that _____________________________
appeared before me this day and did say that s/he is the Vice President of First
Capital Financial Corporation, a Florida corporation, general partner of FIRST
CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2, a Florida limited partnership, who
is personally known to me to be the same person whose name is subscribed to the
foregoing instrument as such officer and acknowledged that s/he signed and
delivered the said instrument as the free and voluntary act of said corporation
for the uses and purposes therein set forth.
Given under my hand and notarial seal this ___ day of _________, 199_.
------------------------------------
Notary Public
My Commission Expires: _____________ (SEAL)
ADDRESS FOR TAX NOTICES:
- -----------------------
c/o Transwestern Investment Company, L.L.C.
1980 Post Oak Boulevard, Suite 2222, Houston, Texas 77056
E-5
<PAGE>
EXHIBIT F
FORM OF BILL OF SALE
--------------------
Property: 12621 Featherwood Office Building, Houston, Texas
SPECIAL WARRANTY BILL OF SALE
-----------------------------
THIS SPECIAL WARRANTY BILL OF SALE (this "Bill of Sale") is executed as of
the ____ day of ____________, 1997, by FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD. - 1, a Florida limited partnership, and FIRST CAPITAL INSTITUTIONAL REAL
ESTATE, LTD. - 2, a Florida limited partnership (collectively, "Seller"), whose
mailing address is Two North Riverside Plaza, Suite 2200, Chicago, Illinois
60606, in favor of TRANSWESTERN INVESTMENT COMPANY, L.L.C., a Texas limited
liability company, having an office at 1980 Post Oak Boulevard, Suite 2222,
Houston, Texas 77056 ("Purchaser").
1. Real Property. The "Real Property" shall mean the real property
located in the County of Harris, State of Texas, legally described in Exhibit A
attached to this Bill of Sale.
2. Personal Property. The "Personal Property" shall mean those certain
articles of personal property used in connection with the operation of the Real
Property which are described in Exhibit B attached to this Bill of Sale.
3. Sale. For good and valuable consideration received by Seller, the
receipt and sufficiency of which are hereby acknowledged, Seller hereby sells,
assigns and transfers the Personal Property to Purchaser. Seller covenants and
agrees to warrant and forever defend title to the Personal Property unto
Purchaser against all and every person or persons lawfully claiming the whole or
any part thereof by, through or under Seller, and none other, but subject in any
event to those matters listed in Exhibit C attached to this Bill of Sale. Except
as set forth in the immediately preceding sentence, Seller makes no warranties
or representations as to the Personal Property. The Personal Property is
transferred "AS IS" and ALL WARRANTIES OF QUALITY, FITNESS AND MERCHANTABILITY
ARE HEREBY EXCLUDED.
4. Limited Liability. By accepting this Bill of Sale, Purchaser agrees
that it will look only to the proceeds of the Real Property and the Personal
Property for the performance or liability for nonperformance of any and all
obligations of Seller hereunder, it being expressly understood and agreed that
neither Seller nor any shareholder, officer or director thereof or any other
person or entity shall have any personal liability or obligation of any kind or
nature whatsoever under this Bill of Sale.
F-1
<PAGE>
IN WITNESS WHEREOF, Seller has executed this Bill of Sale the day and year
first above written.
SELLER:
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-1, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By: ____________________________
Name: __________________________
____________
Title: _________________________
____________
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-2, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By: ____________________________
____________
Name: __________________________
____________
Title: ___________________________
F-2
<PAGE>
EXHIBIT G
FORM OF ASSIGNMENT
------------------
Property: 12621 Featherwood Office Building, Houston, Texas
ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS
----------------------------------------------
THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this "Assignment") is
entered into as of the ______________ day of ________, 1997, between FIRST
CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-1, a Florida limited partnership, and
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-2, a Florida limited partnership
(collectively, "Assignor"), whose mailing address is Two North Riverside Plaza,
Suite 2200, Chicago, Illinois 60606, and TRANSWESTERN INVESTMENT COMPANY,
L.L.C., a Texas limited liability company, having an office at 1980 Post Oak
Boulevard, Suite 2222, Houston, Texas 77056 ("Assignee").
G-1
<PAGE>
1. Property. The "Property" shall mean the real property located in the
County of Harris, State of Texas, legally described in Exhibit A attached to
this Assignment, together with the building, structures and other improvements
located thereon.
2. Service Contracts. "Service Contracts" shall mean the service
contracts listed on Exhibit B attached to this Assignment.
3. Assignment. For good and valuable consideration received by Assignor,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
assigns to Assignee the entire right, title and interest of Assignor in and to
the Service Contracts.
4. Assumption. Assignee hereby assumes, and agrees to be bound by and to
perform, all of the covenants, agreements and obligations of Assignor under the
Service Contracts as applicable to the period from and after the date hereof.
Assignee does not assume any liability for personal injury claims originating
prior to the date hereof.
5. Enforcement. If Assignor or Assignee must resort to a court of law or
equity in order to enforce the provisions of this Assignment as against the
other, the non-prevailing party shall pay the reasonable attorney's fees and
expenses of the prevailing party.
G-2
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the
day and year first above written.
ASSIGNOR:
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-1, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By: _________________________________
Name: _______________________________
Title: ______________________________
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2, a Florida
limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By: _________________________________
Name: _______________________________
Title: ______________________________
ASSIGNEE:
TRANSWESTERN INVESTMENT COMPANY, L.L.C., a Texas limited
liability company
By: _________________________________
Name: _______________________________
Title: ______________________________
G-3
<PAGE>
EXHIBIT H
WRITTEN NOTICE OF VIOLATION
---------------------------
None.
H-1
<PAGE>
FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT
---------------------------------------------
[12621 Featherwood Office Building, Houston, Texas]
THIS FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT (this "Amendment") is
made as of the 12th day of June, 1997, by and between FIRST CAPITAL
INSTITUTIONAL REAL ESTATE, LTD.-1, a Florida limited partnership, and FIRST
CAPITAL INSTITUTIONAL REAL ESTATE, LTD.-2, a Florida limited partnership
(collectively, "Seller") having an office at c/o Equity Office Holdings, L.L.C.,
Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606, and TRANSWESTERN
INVESTMENT COMPANY, L.L.C. ("Purchaser"), a Delaware limited liability company,
having an office at 1980 Post Oak Boulevard, Suite 2222, Houston, Texas 77056.
RECITALS
Purchaser and Seller are parties to a Real Estate Sale Agreement dated as
of May 13, 1997 (the "Purchase Agreement"). All capitalized terms which are used
but not defined in this Amendment shall have the same respective meanings
ascribed to such terms in the Purchase Agreement. Purchaser and Seller desire to
amend the Purchase Agreement as more particularly set forth below.
NOW, THEREFORE, in consideration of the Purchase Agreement, the mutual
covenants and agreements therein and hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Purchaser and Seller agree as follows:
1. Certificate of Occupancy. It shall be a condition precedent to
Purchaser's obligation to close the transaction contemplated by the Purchase
Agreement that, on or before the Closing Date, Seller shall have obtained and
delivered to Purchaser a so-called certificate of occupancy (or life safety
compliance certificate or similar document regardless of its technical name) for
the Improvements. Seller shall have the right, but not the obligation, to
unilaterally extend the Closing Date for up to fifteen (15) days in order to
satisfy the foregoing condition. Should such condition remain unsatisfied as of
the Closing Date (or extended Closing Date, if applicable), as its sole and
exclusive remedy, Purchaser shall have the right to elect either (a) to
terminate the Purchase Agreement, whereupon the Earnest Money will be returned
to Purchaser and neither party will have any further rights or obligations under
the Purchase Agreement (except those which expressly survive any termination of
the Purchase Agreement), or (b) to waive such condition and proceed to close.
Purchaser's election shall be in writing and delivered on the Closing Date (or
extended Closing Date, if applicable), failing which, Purchaser shall be deemed
to have elected (b) above.
2. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which shall be deemed to be an original, and all of such counterparts shall
constitute one agreement. To facilitate execution of this Amendment, the parties
may execute and exchange by telephone facsimile counterparts of the signature
pages.
3. Effect of Amendment. Except as expressly amended hereby, the Purchase
Agreement shall remain in full force and effect and otherwise unmodified.
<PAGE>
SIGNATURE PAGE TO FIRST AMENDMENT TO
REAL ESTATE SALE AGREEMENT
[12621 Featherwood Office Building, Houston, Texas]
IN WITNESS WHEREOF, Seller and Purchaser have executed and delivered this
Amendment as of the date first above written.
SELLER: FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1, a
Florida limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2, a
Florida limited partnership
By: First Capital Financial Corporation, a Florida
corporation, its general partner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
PURCHASER: TRANSWESTERN INVESTMENT COMPANY, L.L.C., a Texas limited
liability company
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
2
<PAGE>
- -------------------------------------------------------------------------------
CLOSING STATEMENT INFORMATION
- -------------------------------------------------------------------------------
Property Name: 12621 FEATHERWOOD OFFICE BUILDING
Seller: FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. -1
a Florida limited partnership, and
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. -2
a Florida limited partnership, collectively, "Seller"
Purchaser: TRANSWESTERN INVESTMENT COMPANY, L.L.C.
a Delaware limited liability company
Proration Date: 6/27/97
Proration as of: 11:59 PM, FRIDAY, JUNE 27, 1997
Closing Date: 6/27/97
Closing as of: FRIDAY, JUNE 27, 1997
Tax Begin Date: 1/1/97
Tax End Date: 12/31/97
Month Begin Date 6/1/97
Month End date 6/30/97
<PAGE>
6:56 PM 7/8/97
CLOSING STATEMENT
12621 FEATHERWOOD OFFICE BUILDING
- --------------------------------------------------------------------------------
SELLER: FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 1
a Florida limited partnership, and
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, LTD. - 2
a Florida limited partnership
PURCHASER: TRANSWESTERN INVESTMENT COMPANY, L.L.C.
a Delaware limited liability company
PRORATION DATE: 11:59 PM, FRIDAY, JUNE 27, 1997
CLOSING (FUNDING)[FRIDAY, JUNE 27, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CREDIT CREDIT
PURCHASER SELLER
------------------ ------------------
<S> <C> <C>
PURCHASE PRICE 3,150,000.00
EARNEST MONEY (held by Heritage Title Company of Austin, Inc.) 50,000.00
INTEREST ON EARNEST MONEY POC
PRO-RATE PROPERTY TAXES 44,231.02
[See Schedule A]
PRO-RATA SERVICE CONTRACTS 734.88
[See Schedule C]
Compressor Repair Credit 3,320.00
------------------ ------------------
SUBTOTALS 97,551.02 3,150,734.88
CASH AMOUNT DUE TO SELLER 3,053,183.86
------------------ ------------------
TOTAL CREDITS 3,150,734.88 3,150,734.88
================== ==================
</TABLE>
NOTES:
- ------
[1] Utility payments shall be directed to the parties for their respective
periods of ownership based upon meter reads order the day of the Closing
Date.
[2] Seller agrees to pay all invoices or charges payable to service contract
vendors or other vendors of supplies or services which are unpaid at Closing
and relate to periods prior to and including June 27, 1997, or which relate
to periods after Closing to the extent Seller received a credit from
Purchaser at Closing.
[3] Interest earned on the Earnest Money Deposit shall be returned directly to
Purchaser.
APPROVED: SELLER APPROVED: PURCHASER
FIRST CAPITAL INSTITUTIONAL REAL ESTATE, TRANSWESTERN INVESTMENT COMPANY,
LTD. - 1 L.L.C.
a Florida limited partnership, and a Delaware limited liability company
By: By:
------------------------------ ------------------------------
FIRST CAPITAL INSTITUTIONAL REAL ESTATE,
LTD. - 2
a Florida limited partnership
By:
------------------------------
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
12621 FEATHERWOOD OFFICE BUILDING
SOURCES AND USES STATEMENT
- --------------------------------------------------------------------------------------------------
PURCHASER'S SOURCES AND USES:
----------------------------
<S> <C> <C> <C>
BALANCE OF CASH TO BE FUNDED BY PURCHASER 3,053,183.86
------------
ADDITIONAL CASH OUTLAYS BY PURCHASER:
HERITAGE TITLE COMPANY OF AUSTIN, INC.
Survey Deletion 2,739.45
Search & Exam Fees (POC $821.84)
Simultaneously issued Mortgagee Policy 125.00
Recording Fee 50.00
--------
PURCHASER'S CLOSING COSTS 2,914.45
------------
TOTAL CASH OUTLAY BY PURCHASER 3,056,098.31
============
- --------------------------------------------------------------------------------------------------
SELLER'S SOURCES AND USES:
-------------------------
EARNEST MONEY 50,000.00
CASH AMOUNT DUE TO SELLER 3,053,183.86
------------
TOTAL SELLER'S SOURCES 3,103,183.86
------------
ITEMS PAYABLE FROM SELLER'S PROCEEDS AT CLOSING:
HERITAGE TITLE COMPANY OF AUSTIN, INC.
Title Insurance Premium 18,263.00
Escrow charge (on-site inspection) 100.00
Search & Exam Fees to American Title (POC $5,478.90)
Survey to Gullett & Associates, Inc. 270.63
Tax Research to American Title 65.00
---------
18,698.63
Delinquent R.E. Taxes to Harris County Tax Assessor 947.85
Commission to CB Commercial 125,867.20
TOTAL CASH OUTLAY BY SELLER 145,513.68
------------
BALANCE TO SELLER 2,957,670.18
============
</TABLE>
<PAGE>
SCHEDULE A
- -------------------------------------------------------------------------------
12621 FEATHERWOOD OFFICE BUILDING
PRO-RATE 1997 PROPERTY TAXES
PRORATION MADE AS OF: 11:59 PM, FRIDAY, JUNE 27, 1997
- -------------------------------------------------------------------------------
ACTUAL CALENDAR YEAR 1996 REAL ESTATE TAXES [1]
-----------------------------------------------
#114-858-002-001
Harris County Tax Assessor 44,485.45
Pasadena Independent School District 46,250.00
90,698.45
------------
ESTIMATED 1997 TAXES 90,698.45
PURCHASER'S PRORATA SHARE OF 1997 TAXES 187/365 51.233%
------------
PURCHASER'S SHARE OF 1997 TAXES 46,467.43
SELLER'S SHARE OF 1997 TAXES 44,231.02
CREDIT DUE TO PURCHASER (SELLER) 44,231.02
============
[1] 1996 Real Estate taxes were appealed and reduced to an assessed value
of $3,125,000.00.
Taxes for 1996 were paid based on an assessed value of $3,618,880.00.
A refund is pending to Seller. 1996 Real Estate Taxes are being prorated
based on the reduced assessed value.
<PAGE>
SCHEDULE B
- --------------------------------------------------------------------------------
12621 FEATHERWOOD OFFICE BUILDING
TENANT PREPAID RENTS
PRORATION MADE AS OF: 11:59 PM, FRIDAY, JUNE 27, 1997
- --------------------------------------------------------------------------------
AMOUNT
SUITE# TENANT NAME PREPAID
- --------------------------------------------------------------------------------
Prepaid Rent:
None
__________
CREDIT TO PURCHASER 0.00
==========
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE C
- ------------------------------------------------------------------------------------------------------------------------------------
12621 FEATHERWOOD OFFICE BUILDING
RECURRING PAYABLES PRORATION
PRORATION MADE AS OF: 11:59 PM, FRIDAY, JUNE 27, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
SERVICE CONTRACTS
CREDIT DUE
BILLING PERIOD # of DAYS PURCHASER
VENDOR NAME PAYMENT BEGIN END CREDIT or (SELLER)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PAID BY SELLER
- --------------
Amity Termite Control (697.13) 09/09/96 09/08/97 73 (139.43)
CoTemp Chiller Services, Inc. (216.50) 06/01/97 06/30/97 3 (21.65)
Dover Elevators (246.37) 06/01/97 06/30/97 3 (24.64)
Grinnell Fire Protection (75.00) 05/01/97 07/31/97 34 (27.72)
HLP (Parking) (4,525.00) 01/01/97 12/31/97 187 (2,318.29)
LSM Security (324.75) 06/01/97 06/30/97 3 (32.48)
National Elevator (Elevator permit) (150.00) 01/01/97 12/31/97 187 (76.85)
Security Data, Inc. (37.89) 06/01/97 06/30/97 3 (3.79)
Security Data, Inc. (access control) (270.63) 06/01/97 06/30/97 3 (27.06)
Waste Management (337.95) 06/01/97 06/30/97 3 (33.80)
Western Horticultural (interior) (297.69) 06/01/97 06/30/97 3 (29.77)
Western Horticultural (exterior) (882.24) 06/01/97 06/30/97 3 (88.22)
CREDIT TO DUE PURCHASER (SELLER) (2,823.70)
---------
PAYABLE BY PURCHASER
- --------------------
American Building Maintenance 2,174.77 06/01/97 06/30/97 27 1,957.29
Nettles Exterminating 59.54 06/01/97 06/30/97 27 53.59
Stripe-N-Sweep, Inc. 86.60 06/01/97 06/30/97 27 77.94
CREDIT TO DUE PURCHASER (SELLER) 2,088.82
---------
TOTAL CREDIT TO DUE PURCHASER (SELLER) (734.88)
=========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE D
- -----------------------------------------------------------------------------------------------------------------------------------
12621 FEATHERWOOD OFFICE BUILDING
RENTAL CHARGE, DEPOSIT RECONCILIATION, AND DELINQUENCY SCHEDULE
PRORATION MADE AS OF: 11:59 PM, FRIDAY, JUNE 27, 1997
- -----------------------------------------------------------------------------------------------------------------------------------
MAY
MAY MAY MAY PR'S & PRIOR TOTAL TOTAL
TENANT MONTHLY ESCALATION OTHER TOTAL CHARGES PRORATA BALANCE SR'S PR'S
TENANT DEPOSITS RENT CHARGES INCOME CHARGES PAID SHARE O/S SHARE O/S SHARE 0/S
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
--------------------------------------------------------------------------------------------------
- - - - - - - - - - - -
</TABLE>
NOTES:
- ------
