SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 1997
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PaineWebber Income Properties Seven Limited Partnership
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(Exact name of registrant as specified in its charter)
Delaware 0-15037 04-2870345
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(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
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(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
ITEM 2 - Disposition of Assets
Meadows on the Lake Apartments, Birmingham, Alabama
Disposition Date - December 18, 1997
On December 18, 1997, Daniel Meadows Partnership, a joint venture in which
the Partnership has an interest, sold its operating investment property, The
Meadows on the Lakes Apartments, located in Birmingham, Alabama, to an unrelated
party for $9.525 million. The sale generated net proceeds of approximately $4.4
million, after repayment of the outstanding first mortgage loan of approximately
$4.7 million and closing costs. The Partnership received 100% of the net
proceeds in accordance with the terms of the joint venture agreement. The
Partnership is expected to make a special distribution of the net proceeds to
the Limited Partners on February 13, 1998.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(1) Agreement For Purchase of Real Estate and Related Property
between Daniel Meadows Partnership and ERP Operating Limited
Partnership, dated November 12, 1997.
(2) Letter Agreement between Daniel Meadows Partnership and ERP
Operating Limited Partnership, dated December 16, 1997.
(3) Limited Warranty Deed between Daniel Meadows Partnership and ERP
Operating Limited Partnership, dated December 12, 1997.
(4) Special Warranty Deed between Daniel Meadows Partnership and ERP
Operating Limited Partnership, dated December 18, 1997.
(5) Assignment and Assumption of Leases and Security Deposits between
Daniel Meadows Partnership and ERP Operating Limited Partnership,
dated December 18, 1997.
(6) Closing Statement between Daniel Meadows Partnership and ERP
Operating Limited Partnership, dated December 18, 1997.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINEWEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP
(Registrant)
By: /s/ Thomas W. Boland
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Thomas W. Boland
Vice President and Controller
Date: December 30, 1997
<PAGE>
MEADOWS ON THE LAKE
Shelby County, Alabama
AGREEMENT FOR PURCHASE OF
REAL ESTATE AND RELATED PROPERTY
THIS AGREEMENT FOR PURCHASE OF REAL ESTATE AND RELATED PROPERTY (the
"Agreement") is made and entered into as of the 12th day of November 1997, by
and between DANIEL MEADOWS PARTNERSHIP ("Seller"), a Virginia general
partnership, having offices at c/o Daniel Realty Corporation, 1200 Corporate
Drive, Meadow Brook Corporate Park, Birmingham, Alabama 35242 and ERP OPERATING
LIMITED PARTNERSHIP ("Purchaser"), an Illinois limited partnership, having
offices at Two North Riverside Plaza, Suite 400, Chicago, Illinois 60606, or its
permitted assignee.
RECITALS
A. Seller is the owner of fee simple title to the Premises (as such term
is hereinafter defined), and is also the owner of all the other Property (as
such term is hereinafter defined).
B. Seller desires to sell the Property to Purchaser, and Purchaser desires
to purchase the Property from Seller, each upon and subject to the terms and
conditions of this Agreement.
THEREFORE, in consideration of and in reliance upon the above Recitals,
the terms, covenants and conditions contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows:
1. PURCHASE AND SALE OF PROPERTY
Subject to the terms and conditions of this Agreement, Seller shall
sell and convey and Purchaser shall purchase the following described property;
in each case, to the extent owned by the Seller (all of which is hereinafter
collectively referred to as the "Property"):
A. that certain tract of real estate on which is situated a 200 unit
apartment complex commonly known as "Meadows on the Lake Apartments", located at
One Meadow Drive, in the County of Shelby, in the State of Alabama, which real
estate is legally described in the attached Exhibit A, together with all and
singular easements, covenants, agreements, rights, privileges, tenements,
hereditaments and appurtenances thereunto now or hereafter belonging or
appertaining thereto, (collectively, the "Land"); and
B. all right, title and interest of Seller if any, (whether now or
hereafter existing) in and to any land lying in the bed of any street, alley,
road or avenue (whether open, closed or proposed) within, in front of, behind or
otherwise adjoining the Land or any of it, and all right, title and interest of
Seller if any, (whether now or hereafter existing) in and to any award made or
to be made as a result or in lieu of condemnation, and in and to any award for
damage to the Property or any part thereof by reason of casualty (all of the
foregoing being included within the term "Land"); and
C. all right, title and interest of Seller if any, (whether now or
hereafter existing) in and to all of the buildings, structures, fixtures,
facilities, installations and other improvements of every kind and description
now or hereafter in, on, over and under the Land, including, without limitation,
any and all plumbing, air conditioning, heating, ventilating, mechanical,
electrical and other utility systems, parking lots and facilities, landscaping,
roadways, sidewalks, swimming pools and other recreational facilities, security
devices, signs and light fixtures (collectively, the "Improvements") (the Land
and Improvements being collectively referred to as the "Premises"); and
D. all right, title and interest of Seller if any, (whether now or
hereafter existing) in and to all furniture, furnishings, fixtures, equipment,
machinery, maintenance vehicles and equipment, tools, parts, recreational
equipment, carpeting, window treatments, stationery and other office supplies,
and other tangible personal property of every kind and description situated in,
on, over and under the Premises or used in connection therewith, and which is
not owned by tenants under the Leases (as such term is hereinafter defined), or
by Seller's property manager or by third parties, together with all replacements
and substitutions therefor (together with the intangible personal property
hereinafter identified, collectively the "Personal Property"), a complete and
accurate itemization of which is attached to this Agreement as Exhibit B; and
E. all of the following items, if any, in Seller's possession or
control, to the extent such items can be sold: existing surveys, blue prints,
drawings, plans and specifications (including, without limitation, structural,
HVAC, mechanical and plumbing plans and specifications) and other documentation
for or with respect to the Property or any part thereof; all marketing artwork,
construction drawings, soil tests, environmental reports; police reports for the
prior three (3) year period; all available tenant lists and data, correspondence
with past, present and prospective tenants, vendors, suppliers, utility
companies and other third parties, stationery, brochures, booklets, manuals and
promotional and advertising materials concerning the Property or any part
thereof; any declarations, by-laws, minute books and bank accounts relating to
any homeowner's associations or similar organizations affecting the Property,
together with all supporting documentation relating thereto; and such other
existing books, records and documents (including, without limitation, those
relating to ad valorem taxes and leases) used in connection with the operation
of the Property or any part thereof; and
F. all right, title and interest of Seller in and to the Leases and
those Service Contracts (as such terms are hereinafter defined) which Purchaser
elects, or is required by the terms of this Agreement, to take an assignment of
and the other intangible personal property now or hereafter owned by Seller or
in which Seller otherwise has an interest and used in connection with or arising
from the business now or hereafter conducted on or from the Property or any part
thereof, including, without limitation, claims, choses in action, lease and
other contract rights, names, (provided, however, that Purchaser acknowledges
that Seller does not have exclusive rights in and to the name "Meadows on the
Lake"), and, if available, telephone exchange numbers. A summary of all current
leases affecting the Premises or any part thereof (the "Leases," with such
summary being referred to in this Agreement as the "Rent Roll"), including each
tenant's name, a description of the space leased, the amount of rent due and the
amount of any security deposit paid (the "Security Deposits"), the term of each
Lease, and a description of any right to renew or extend is attached to this
Agreement as Exhibit C. A list of all employment, union, purchase, service and
maintenance agreements, equipment leases and any other agreements, contracts,
licenses and permits affecting or pertaining in any way to the Property or any
part thereof entered into by or on behalf of Seller (the "Service Contracts") is
attached to this Agreement as Exhibit D; provided, however, that such list does
not include any employment agreements entered into by Seller's manager of the
Property or any employees of such manager.
2. PURCHASE PRICE
The total consideration to be paid by Purchaser to Seller for the
Property is Nine Million Six Hundred Thousand Dollars ($9,600,000.00) which
shall be paid as follows:
A. Earnest Money
(i) Upon the execution of this Agreement by Seller and
Purchaser, Seller, Purchaser and Escrowee (as hereinafter defined), shall
execute the Earnest Money Escrow Instructions, in the form attached hereto as
Exhibit E, Purchaser shall deliver to the Chicago office of the Title Insurer
(as hereinafter defined) ("Escrowee") by wire transfer the sum of One Hundred
Thousand Dollars ($100,000.00). Such deposit, together with any interest earned
thereon net of investment costs, is referred to in this Agreement as the
"Earnest Money". If and as Purchaser directs, the Escrowee shall invest the
Earnest Money in an interest bearing savings account or short term U.S. Treasury
Bills or similar cash equivalent securities. Any and all interest earned on the
Earnest Money shall be reported to Purchaser's federal tax identification
number.
(ii) If the transaction contemplated by this Agreement closes
in accordance with the terms and conditions of this Agreement, at Closing, the
Earnest Money shall be delivered by the Escrowee to Seller as payment toward the
Purchase Price. If the transaction fails to close due to a default on the part
of Seller or if a contingency set forth in this Agreement for the benefit of
Purchaser is not satisfied or removed, the Earnest Money shall be delivered by
the Escrowee to Purchaser. If the transaction fails to close due to a default on
the part of Purchaser, the Earnest Money shall be delivered by the Escrowee to
Seller as Seller's sole and exclusive remedy, as more particularly provided for
in Section 11(B) below.
B. Cash at Closing
At Closing, Purchaser shall pay to Seller the Purchase Price
less the Earnest Money, such sum to be paid by a federal funds wire transferred
no later than 12:00 p.m. Central Standard Time to an account designated by
Seller in writing to Purchaser, subject, however, to such adjustments as are
required by this Agreement (such amount, as adjusted, being referred to as the
"Cash Balance"). Purchaser reserves the right to reasonably allocate the
Purchase Price among the real, personal, intangible and other property conveyed
at closing, subject to Seller's reasonable approval of such allocation.
3. OPERATION OF PROPERTY THROUGH CLOSING
Through the Closing Date:
A. Except as otherwise provided in this Section 3, Seller shall
manage and operate the Property in accordance with sound and prudent business
practices and keep the Premises and the related tangible Personal Property in
good condition and repair, ordinary wear and tear, and damage by fire, other
casualty or condemnation excepted, but subject to any obligation of Seller to
repair or restore as may be required pursuant to the terms and provisions of
this Agreement. Seller will not make any change in its management of the
Property or in its normal and customary leasing and billing practices, but shall
not apply any security deposits against rent delinquencies for occupied units or
other Lease defaults without notice to and the consent of Purchaser.
B. Seller shall not sell, mortgage, pledge, hypothecate or otherwise
transfer or dispose of all or any part of the Property or any interest therein,
nor shall Seller, without Purchaser's prior written consent, initiate, consent
to, approve or otherwise take any action with respect to zoning or any other
governmental rules or regulations presently applicable to all or any part of the
Property. Notwithstanding the foregoing, Seller may in its ordinary course of
business dispose of items of Personal Property provided such items are replaced
with new items of comparable quality.
C. Without the prior written consent of Purchaser, Seller shall not
terminate, modify, extend, amend or renew any Lease or Service Contract or enter
into any new Lease or Service Contract except in accordance with sound and
prudent business practices and in no event shall any new Lease or Lease renewals
provide for a monthly rental less than the rental presently being charged or be
for a term in excess of twelve (12) months. Any new Lease or Service Contract
entered into with Purchaser's consent shall be subject to the covenants,
representations and warranties set forth in this Agreement with respect to
Leases and Service Contracts.
D. At Closing, all unoccupied rental units on the Property as of
five (5) business days prior to Closing shall have been put in rent-ready
condition by the Seller in accordance with Seller's customary standards for this
Property, or Purchaser shall be given a credit against the Purchase Price at
Closing in an amount required to put said units in rent-ready condition.
E. As of Closing, all management contracts pertaining to the
Property shall have been terminated.
F. Seller shall comply with all federal, state, municipal and other
governmental laws, ordinances, requirements, rules, regulations, notices and
orders, and all agreements, covenants, conditions, easements and restrictions
relating to the Property, including, without limitation, any such requirements,
rules, regulations, notices or orders issued or imposed after the date of this
Agreement.
G. Seller shall promptly give written notice to the Purchaser of the
occurrence of any event which affects the truth or accuracy of any
representations or warranties made or to be made by Seller under or pursuant to
this Agreement. Purchaser shall give Seller written notice of any event
Purchaser learns of which affects the truth or accuracy of any representation or
warranty made or to be made by Seller under or pursuant to this Agreement.
H. Subject to the terms and conditions hereof, Purchaser shall have
such access to the Property as is necessary for it to inspect same to assure
that Seller is complying with the requirements of this Section 3.
I. Seller shall maintain in full force and effect its existing
insurance coverages.
J. Seller shall furnish to Purchaser financial statements, Rent
Rolls, and leasing status reports on a monthly basis.
4. STATUS OF TITLE TO PROPERTY
A. State of Title
At Closing, Seller shall convey to Purchaser or Purchaser's
designee the entire fee simple estate in and to the Premises by a recordable
limited warranty deed, subject only to: (i) those covenants, conditions,
restrictions, reservations and easements of record, (ii) the lien of general
real estate taxes for the year 1997 and subsequent years which are not yet due
or payable and any lien for special taxes or assessments, including library and
fire district dues, which are not yet due or payable, and (iii) the Leases (the
above enumerated exceptions collectively referred to as the "Permitted
Exceptions").
B. Preliminary Evidence of Title
Promptly following the execution of this Agreement by Seller
and Purchaser, Purchaser shall order the following documents to evidence the
condition of Seller's title to the Property and Purchaser shall provide Seller
with a copy of such documents as the same are received by Purchaser:
(i) a commitment (the "Title Commitment") for an ALTA Form B
(1987) Owner's Title Insurance Policy proposing to insure Purchaser and
committing to insure the Premises in the amount of the Purchase Price, issued by
the Chicago office of Commonwealth Land Title Insurance Company (the "Title
Insurer") and irrevocable for at least six (6) months. The Title Commitment
shall be effective as of a date after the date of this Agreement and shall show
fee simple title in Seller. The Owner's Title Insurance Policy to be issued to
Purchaser at Closing pursuant to Section 5(B)(i)(e) below shall contain (at no
additional cost to Seller) an extended coverage endorsement over the so-called
general or standard exceptions which are a part of the printed form of the
policy, an endorsement over any creditors' rights exceptions, a comprehensive
3.1 zoning endorsement (including coverage as to parking), the ALTA Form 103.7
access endorsement, an endorsement which keeps the Policy in effect
notwithstanding a technical dissolution of the insured partnership, if
applicable, coverage insuring any easements for utilities servicing the Premises
that do not connect to the Premises from a public street, and such other
endorsements as counsel for Purchaser shall reasonably deem appropriate;
(ii) written results of searches (the "UCC Searches")
conducted by a company reasonably acceptable to Purchaser of the records of the
County Recorder and Secretary of State of the State in which the Property is
located for Uniform Commercial Code Financing Statements, tax liens and the like
in the name of Seller, each co-general partner of Seller, Seller's manager of
the Property, and the Property, effective as of a date after the date of this
Agreement;
(iii) legible copies of all documents of record referred to in
the Title Commitment or disclosed by the UCC Searches, and all other documents
evidencing or relating to matters reflected in the Title Commitment or the UCC
Searches; and
(iv) Seller has delivered to Purchaser a copy of Seller's
existing plat of survey of the Premises dated October 12, 1994 prepared by
Laurence D. Weygand (the "Existing Survey"). Upon the execution of this
Agreement by Seller and Purchaser, Purchaser shall order an update of the
Existing Survey (the "Survey") from the same surveyor, in order to minimize the
cost of the Survey, dated after the date of this Agreement, certified to
Purchaser and the Title Insurer (and such other persons or entities as Purchaser
may designate) by a surveyor registered in the State in which the Premises is
located, prepared in accordance with the Minimum Standard Detail Requirements
for ALTA/ACSM Land Title Surveys (as jointly established and adopted in 1992 by
the American Land Title Association and American Congress On Surveying and
Mapping) for an Urban ALTA/ACSM LAND TITLE SURVEY (as defined therein) with
Optional Survey Responsibilities and Specifications (Table A) Items 1 through 4
and Items 6 through 11 and 11(a), inclusive. The Survey shall also contain a
surveyor's certification in substantially the form attached hereto as Exhibit F.
C. Title Defects
If the Title Commitment, UCC Searches or Survey (or any
revision or update of any of them) discloses exceptions to title or other
matters to which Purchaser objects, Purchaser shall so notify Seller prior to
the expiration of the Due Diligence Period (hereinafter defined), to the extent
the Title Commitment, UCC Searches or Survey (or any revision of any of them are
received by Purchaser at least ten (10) days prior to the expiration of the Due
Diligence Period, or otherwise within five (5) days after Purchaser's receipt of
the same, and Seller shall have ten (10) days from the date of such notice
("Seller's Cure Period") to have each such unpermitted exception to title
removed or bonded over, or to correct each such other matter, in each case to
the satisfaction of Purchaser. If within Seller's Cure Period, Seller fails to
have each such unpermitted exception removed or bonded over, or to correct each
such other matter as aforesaid, Purchaser may, at its option, within two (2)
business days following the expiration of Seller's Cure Period either (i)
terminate this Agreement and immediately receive from the Escrowee the Earnest
Money, in which event this Agreement, without further action of the parties,
shall become null and void and neither party shall have any further rights or
obligations under this Agreement, or (ii) elect to accept title to the Property
as it then is, provided that Seller shall be obligated to remove (or cause the
Title Insurer to affirmatively insure over) at Seller's expense: (a) any
mortgages or deeds to secure debt securing any financing obtained by Seller, (b)
any mechanics, or materialmen's liens for work done by or on behalf of Seller
and (c) any other monetary liens (other than Permitted Exceptions) against
Seller (provided Seller shall not be obligated to expend more than $25,000 with
respect to the Premises in connection with this clause (c)). If Purchaser fails
to make either such election within the time specified, Purchaser shall be
deemed to have elected option (i). If Purchaser is made aware of any new title,
UCC or Survey matter (not previously disclosed to Purchaser) following the
expiration of the Due Diligence Period but prior to Closing, Purchaser shall
notify Seller of such new matter within five (5) days after Purchaser has been
made aware of same, and Seller shall have until Closing (but in any event at
least thirty (30) days after it receives notice of Purchaser's objection(s), to
remove, insure over or bond over such matter to Purchaser's reasonable
satisfaction, and Seller and Purchaser, if necessary, shall reasonably agree to
an extension of the Closing Date.
5. 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 be completed no later than 1:00 p.m. Central Standard Time on
December 18, 1997, and shall be an escrow closing at the offices of Escrowee, or
at such other time and place as Seller and Purchaser shall agree in writing;
provided, however, that Purchaser, at its option, may accelerate the Closing
Date upon not less than ten (10) business days' prior written notice to Seller.
The "Closing Date" shall be the date of Closing. If the date of Closing above
provided for falls on a Saturday, Sunday, Monday or legal holiday, the Closing
Date shall be the next business day.
B. Closing Documents
(i) Seller. Not later than three (3) business days prior to
the Closing Date, Seller shall deliver or cause to be delivered to Purchaser a
copy of each of the following (other than the item listed in (h) below) (the
original of each to be executed (if necessary) and delivered to the Escrowee at
Closing):
(a) a limited warranty deed, subject only to the
Permitted Exceptions, in the form attached hereto as Exhibit M;
(b) a special warranty bill of sale, in the form
attached hereto as Exhibit G, sufficient to transfer to Purchaser or
Purchaser's designee title to the tangible Personal Property;
(c) a letter advising tenants, in the form attached
hereto as Exhibit H, under the Leases of the change in management of the
Premises and directing them to pay rent to Purchaser or as Purchaser may
direct;
(d) any and all affidavits, certificates or other
documents reasonably and customarily required by the Title Insurer in
order to cause it to issue the Owner's Title Insurance Policy in the form
and condition required by this Agreement;
(e) an assignment and assumption of the Leases, in the
form attached hereto as Exhibit I, and those Service Contracts, in the
form attached hereto as Exhibit J, which Purchaser elects to take an
assignment of; provided, however, that Purchaser shall be obligated to
assume those Service Contracts which are either (i) not cancelable
pursuant to the terms of the applicable Service Contract or (ii) not
terminated prior to the Closing due to Purchaser's failure to provide to
Seller timely notice in which to cancel any applicable Service Contract
within the time period specified in such Service Contract;
(f) an updated Rent Roll (including a listing of all
delinquent and prepaid rents) certified by the Seller as being true,
accurate and complete as of Closing;
(g) all of the original Leases and written Service
Contracts, and any and all building plans, surveys, site plans,
engineering plans and studies, utility plans, landscaping plans,
development plans, specifications, drawings, marketing artwork,
construction drawings, soil tests, all keys for the Property, with
identification of the lock to which each such key relates, complete
warranty book including all contractors and subcontractors and other
documentation concerning all or any part of the Property and in the
possession or control of Seller (all originals to be delivered to
Purchaser at the Property at Closing);
(h) all bonds, warranties or guaranties, if any, which
are in any way applicable to the Property or any part thereof;
(i) for Seller, a copy of such evidence of its power and
authority as Title Insurer may reasonably require;
(j) Seller's affidavit, in the form attached hereto as
Exhibit K, 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;
(k) in the event the Property is subject to a
homeowner's association or similar organization: an estoppel certificate
from such association or organization meeting with Purchaser's reasonable
satisfaction and otherwise substantially in the form of the proposed
certificate furnished to Seller by Purchaser; any and all declarations,
by-laws, minute books relating to any homeowner's association or similar
organization affecting the Property; and to the extent Seller controls the
homeowner's association or similar organization, an assignment of any bank
accounts relating thereto and a resolution whereby new directors and/or
officers, as the case may be, are appointed to the homeowner's association
and the current directors and/or officers, as the case may be, resign
therefrom; and
(l) all other documents reasonably required by Purchaser
in order to perfect the conveyance, transfer and assignment of the
Property to Purchaser or Purchaser's designee (including, without
limitation, evidence of notification to all utilities of the change of
ownership, an assignment of general intangibles, in the form attached
hereto as Exhibit L, and the currently effective certificate of occupancy
for the Premises).
(ii) Purchaser. At Closing, Purchaser shall deliver or cause
to be delivered to Seller:
(a) the Cash Balance as required pursuant to Section
2(B) above;
(b) executed counterparts of any other documents listed
in Section 5(B)(i) required to be signed by Purchaser including, but not
limited to, counterparts of Exhibits I and J; and
(c) all other documents reasonably required by Seller or
the Title Insurer in order to consummate the transaction contemplated by
this Agreement.
C. Closing Prorations and Adjustments
(i) A statement of prorations and other adjustments shall be
prepared by Purchaser in conformity with the provisions of this Agreement and
submitted to Seller for review and approval not less than two (2) business days
prior to the Closing Date. For purposes of prorations, Purchaser shall be deemed
the owner of the Property on the Closing Date, provided Escrowee receives the
Cash Balance from Purchaser in time to disburse or invest Seller's proceeds on
behalf of Seller on the Closing Date. In addition to prorations and other
adjustments that may otherwise be provided for in this Agreement, the following
items are to be prorated or adjusted, as the case may require, as of the Closing
Date:
(a) real estate and personal property taxes and
assessments, including any library and fire district dues, prorated based
on 110% of the actual 1996-1997 tax bill (applicable to the period from
October 1, 1996 through September 30, 1997) for the period from and after
October 1, 1997;
(b) the rent payable by tenants under the Leases;
provided, however, that rent and all other sums which are due and payable
to Seller by any tenant but uncollected as of the Closing shall not be
adjusted, but Purchaser shall cause the rent and other sums for the period
prior to Closing to be remitted to Seller if, as and when collected. At
Closing, Seller shall deliver to Purchaser a schedule of all such past due
but uncollected rent and other sums owed by tenants. Purchaser shall
promptly remit to Seller any such rent or other sums paid by scheduled
tenants, but only if a deficiency in the then current rent is not thereby
created. For amounts due Seller not collected within six (6) months after
Closing, Seller shall have the right to sue to collect same, but in no
event may Seller seek to evict any tenant or terminate any Lease.
(c) the full amount of the Security Deposits and any
non-refundable pet, cleaning, administration or similar deposits paid
under the Leases, together with interest thereon if required by law or
otherwise;
(d) water, electric, telephone and all other utility and
fuel charges, and any assignable deposits with utility companies (to the
extent possible, utility prorations will be handled by meter readings on
the Closing Date);
(e) amounts due and prepayments under the Service
Contracts;
(f) assignable license and permit fees;
(g) any previously paid signing bonus or similar payment
relating to any laundry room, cable television, telephone or similar
agreement in effect as of the Closing; and
(h) other income and expenses of operation and similar
items.
All prorations shall be final.
(ii) Notwithstanding anything to the contrary contained in
this Agreement, Seller shall cause its agent to be responsible for and pay at or
prior to Closing all amounts due through Closing for employees' salaries,
vacation pay, withholding and payroll taxes, and other benefits, and any other
such fees affecting the Property. If and to the extent Seller or Seller's agent
has not paid all such amounts as of Closing, Purchaser shall receive a credit
against the Purchase Price in an amount equal to the amount not so paid. If and
as requested by Purchaser, Seller shall cause Seller's agent to terminate as of
Closing employees who work at the Property. Seller hereby represents to
Purchaser that it has no employees who are employed in connection with the
Property and is not a party to any collective bargaining agreement and maintains
no employee benefit plans with respect thereto. Seller shall indemnify and hold
Purchaser harmless from any and all obligations and other matters relative to
any terminated employees and, with respect to any employees not terminated,
applicable to the period prior to Closing, including attorneys' fees incurred by
Purchaser in connection therewith.
D. Closing Costs
All transfer taxes, documentary stamps, intangible taxes and
similar taxes or charges, recording costs, title insurance costs, UCC search and
document costs, survey costs and all costs incurred to satisfy and release any
liens or encumbrances (including any recording charges in connection with such
satisfaction and release and any loan prepayment fee or expenses) shall be paid
by Seller. Purchaser shall be responsible for its own due diligence fees,
including, without limitation, fees for engineering and environmental reports,
lease and expense audits and termite inspections. Seller and Purchaser shall,
however, be responsible for the fees of their respective attorneys.
E. Possession
Upon Closing, Seller shall deliver to Purchaser full and
complete possession of the Property, subject only to Permitted Exceptions.
6. CASUALTY LOSS AND CONDEMNATION
A. If, prior to Closing, the Property or any part thereof shall be
condemned, or destroyed or materially damaged by fire or other casualty (that
is, damage or destruction which Purchaser reasonably believes could be in excess
of $150,000.00 or which impedes access), Purchaser shall have the option either
to terminate this Agreement or to consummate the transaction contemplated by
this Agreement notwithstanding such condemnation, destruction or material
damage. If Purchaser elects to consummate the transaction contemplated by this
Agreement, Purchaser shall be entitled to receive the condemnation proceeds or
settle the loss under all policies of insurance applicable to the destruction or
damage and receive the proceeds of insurance applicable thereto, and Seller
shall, at Closing and thereafter, execute and deliver to Purchaser all required
proofs of loss, assignments of claims and other similar items. If Purchaser
elects to terminate this Agreement, the Earnest Money shall be returned to
Purchaser by Escrowee, in which event this Agreement shall, without further
action of the parties, become null and void and neither party shall have any
rights or obligations under this Agreement.
B. If, prior to Closing, there is any other damage or destruction
(that is, damage or destruction which Purchaser reasonably believes could be
$150,000.00 or less, or which does not impede access) to the Property or any
part thereof, Seller shall either repair such damage prior to Closing or allow
Purchaser a credit against the Purchase Price in an amount equal to the
reasonably estimated cost of repair. If Purchaser elects to take an assignment
of all insurance claims as provided for in this Section 6, Purchaser shall
receive at Closing a credit against the Cash Balance in an amount equal to any
deductible(s) and uninsured amounts applicable thereto.
7. REPRESENTATIONS AND WARRANTIES
A. Seller represents and warrants to Purchaser that the following
are true, complete and correct as of the date of this Agreement, subject to the
terms and provisions of Section 7(C) hereof:
(i) Seller is the present fee simple title holder of the
Property and, except for the Permitted Exceptions and those certain documents,
instruments and agreements evidencing and securing that certain loan (the
"Existing Loan") made to Seller by South Trust Bank, National Association, which
are particularly described in Schedule I hereto (the "Existing Loan Documents"),
the Property is free and clear of all liens and encumbrances. Seller has not
entered into any agreement to lease, sell, mortgage or otherwise encumber or
dispose of its interest in the Property or any part thereof, except for this
Agreement, the Permitted Exceptions and the Existing Loan Documents. At closing,
Seller shall pay in full the Existing Loan. Promptly following the Closing,
Seller shall cause all of the Existing Loan Documents to be satisfied and
released, which obligation, notwithstanding anything to the contrary contained
herein, shall survive the Closing indefinitely.
(ii) Except as set forth on Schedule I hereto, Seller has
received no notice of and has no actual knowledge of any action, proceeding or
investigation which is pending, nor to the knowledge of Seller is any such
action, proceeding or investigation threatened, against Seller or the Property
or any part thereof (including, without limitation, any action, proceeding or
investigation which challenges or impairs Seller's ability to execute, deliver
or perform this Agreement, or any condemnation or exercise of the right of
eminent domain or bankruptcy) before any court or governmental department,
commission, board, agency or instrumentality; and Seller does not know of any
basis for any such action, proceeding or investigation. Except for the Permitted
Exceptions, Seller has received no notice of any special assessments, taxes,
levies or judgments against any portion of the Property.
(iii) Except for the existing property management agreement
for the Property (which shall be terminated by the Seller at the Closing), the
Service Contracts described on Exhibit D attached hereto comprise every
contract, agreement, relationship and commitment, oral or written, other than
the Leases, the Permitted Exceptions and the Existing Loan Documents, to which
the Seller is a party, or by which it is bound. To Seller's knowledge, neither
Seller nor any other party is in default under the terms of any applicable
Service Contract. To the best of Seller's actual knowledge, as of the Closing
Date, there shall be no earned but unpaid management fees owing by Seller to any
third parties with respect to the Property.
(iv) Seller is duly organized, validly existing and qualified
and empowered to conduct its business, and has full power and authority to enter
into and fully perform and comply with the terms of this Agreement. Neither the
execution and delivery of this Agreement nor its performance by Seller will
conflict with or result in the breach of any contract, agreement, law, rule or
regulation to which Seller is a party or by which it is bound.
(v) All information set forth on Exhibit C is true and correct
in all material respects with respect to all existing Leases. To the best of
Seller's knowledge, all such Leases are in full force and effect. To Seller's
knowledge, no commissions to any broker or leasing agent are due or will become
due on account of any of the Leases or upon extension or renewal of the original
term thereof, or upon the leasing of additional space in the Property, whether
or not pursuant to an option or other rights contained in such lease. Except as
listed on Exhibit C, to Seller's knowledge, no default exists or is claimed to
exist on the part of the tenant under any of the Leases and no event or
condition exists which, with the giving of notice, passage of time or both could
constitute such a default. No right or claim of set-off against rent exists or
has been asserted by any tenant under the Leases. Exhibit C discloses all
security and other deposits made by each of the tenants under the Leases, and no
tenant is entitled to any rebate or concession which is not disclosed on Exhibit
C. Seller has not received any advance payment of rent (other than for the
current month) on account of any of the Leases except as shown in Exhibit C.
There are no written or oral leases or tenancies affecting the Property other
than those listed in Exhibit C.
(vi) All operating statements, general ledgers, rent rolls and
property collection and deposit reports, which pertain to the Property and which
are dated since the date of the last audit, heretofore or hereafter furnished by
Seller to Purchaser are and shall be true, complete and correct, in all material
respects, as of the dates therein specified.
(vii) All contractors, subcontractors, suppliers, architects,
engineers, and others who have performed services, labor, or supplied material
in connection with Seller's ownership, operation, maintenance, repair and
management of the Property have been or at the Closing will be paid in full and
all liens arising therefrom (or claims which with the passage of time or notice
or both, could mature into liens) have been satisfied and released.
B. It shall be a condition of Closing that as of the Closing, each
of the warranties and representations set forth in Section 7(A) above shall be
true, complete and correct in all material respects, except for changes in the
operation of the Property occurring prior to Closing which are specifically
permitted by this Agreement, and that all management contracts pertaining to the
Property shall be terminated at Closing. If any condition described in the
immediately preceding sentence is not satisfied, Purchaser shall have available
to it the rights and remedies described in Section 14C below.
C. Except as set forth in this Agreement, Purchaser acknowledges and
agrees that (i) Seller has not made and does not make any covenant,
representation or warranty, either expressed or implied, regarding (A) the
physical condition of the Property or any portion thereof or (B) whether
hazardous or toxic waste or materials, including without limitation, asbestos,
radon, formaldehyde, lead-based paints and polychlorinated biphenyls (PCBs), are
present in, on, under, upon or adjacent to the Property, (ii) Purchaser has been
given the right pursuant to the terms of this Agreement to conduct such
inspections, examinations and surveys, and otherwise do that which, in the
opinion of Purchaser, is necessary to determine condition of the Property and
the suitability of the Property for the uses intended by Purchaser, (iii) the
representations and warranties set forth in Section 7(A) above are made solely
by The Meadows Partnership, a Virginia general partnership Daniel Realty
Investment Corporation - Meadows II, a Virginia corporation ("Daniel"), which is
one of the co-general partners of Seller. In the event of the breach by Seller
of any of the representations and warranties set forth in Section 7(A) above,
Purchaser's sole and exclusive recourse shall be against Daniel, and Purchaser
does hereby waive, release and forever discharge Paine Webber Income Properties
Seven Limited Partnership from and against any and all loss, cost, claim,
liability and expense, including attorneys' fees and court costs, suffered, paid
or incurred by Purchaser as a result of or in connection with the breach by
Seller of any of the representation and warranties set forth in Section 7(A)
above. Each of the representation and warranties made by Seller pursuant to
Section 7(A) above, is made to the best of Daniel's knowledge which shall, for
the purposes of this Agreement, be limited to the personal knowledge of (i) the
officers and directors of the managing general partner of Daniel and (ii) the
on-site resident manager and maintenance supervisor employed by Seller's
property management company for the Property. Purchaser acknowledges and agrees
that, except for the specific representations and warranties set forth in
Section 7(A) above, no agent or employee of Seller or the property management
company employed by Seller to manage and lease the Property has any right or
authority to make any statements, evaluations, speculations, opinions,
prognoses, determinations, covenants, representations or warranties
(collectively, the "Warranties") on behalf of Seller and no such Warranties,
regardless of by whom made, may be relied upon by Purchaser nor shall any such
Warranties be binding on Seller. Except as expressly provided above (and subject
to the limitations set forth above), the knowledge of any employee or agent of
Seller or the property management company employed by Seller to manage and lease
the Property shall not be imputed to Seller. Purchaser further acknowledges and
agrees that the Property is to be sold and conveyed to, and accepted by,
Purchaser in its present "AS IS" CONDITION, WITH ALL FAULTS, IF ANY, AND WITHOUT
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A
PARTICULAR PURPOSE, EXCEPT AS OTHERWISE SET FORTH HEREIN. The representations
and warranties of Seller set forth in Section 7A above shall survive only until
December 31, 1998, and Purchaser shall have the right to bring an action thereon
only if Purchaser has given Seller written notice on or before December 31, 1998
of a breach by Seller of any of the representations and warranties set forth in
Section 7(A) above setting forth the nature and basis of its claim.
8. SCHEDULES
Seller has previously furnished or will furnish to Purchaser within
three (3) business days following the date hereof:
A. True, correct and complete copies of each written Service
Contract;
B. To the extent in Seller's possession or control, copies of all
environmental reports, termite inspection reports and/or bonds, soil tests and
police reports (within a three (3) year period) in Seller's possession;
C. Access to or a true, correct and complete copy of each written
Lease and a true, correct and complete summary of each oral Lease;
D. Copies of all operating statements for the Property which are in
the possession or control of Seller for any time during the period commencing
with the first day of the second full calendar year preceding the date of this
Agreement and ending on the date of this Agreement; and
E. Copies of the most recent survey of and title policy or
commitment for the Premises in the possession or control of Seller.
9. CONDITIONS PRECEDENT
At the option of Purchaser, the obligations of Purchaser under this
Agreement are contingent and conditional upon any one or more of the following,
the failure of any of which shall, at the request of Purchaser and after the
return to Purchaser of the Earnest Money, render this Agreement null and void:
A. Purchaser shall have from the date hereof through and
including December 16, 1997, within which to inspect the Property (the "Due
Diligence Period"). If for any reason whatsoever Purchaser determines that the
Property is unsuitable for its purposes in its sole and absolute discretion, and
Purchaser notifies Seller of such decision within said Due Diligence Period, the
Earnest Money shall be returned to Purchaser, at which time this Agreement shall
be null and void and neither party shall have any rights or obligations under
this Agreement. Purchaser's failure to object within said Due Diligence Period,
shall be deemed a waiver by Purchaser of the condition contained in this Section
9(A). From the date of this Agreement through Closing, Purchaser and its agents,
engineers, surveyors, appraisers, auditors and other representatives shall have
the right to enter upon the Property, provided Purchaser is accompanied by a
representative or agent of Seller, to inspect, examine, survey, obtain
engineering inspections and environmental studies, appraise, and otherwise do
that which, in the opinion of Purchaser, is necessary to determine the
boundaries, acreage and condition of the Property and to determine the
suitability of the Property for the uses intended by Purchaser (including,
without limitation, inspect, review and copy any and all documents in the
possession or control of Seller, its agents, contractors or employees, and which
pertain to the construction, ownership, use, occupancy or operation of the
Property or any part thereof). Purchaser shall restore any damage caused by its
entrance onto or inspection of the Property. Also during such time period,
Seller shall make all of Seller's books, files and records relating in any way
to the Property available for examination by Purchaser and Purchaser's agents
and representatives, who shall have the right to make copies of such books,
files and records and to extract therefrom such information as they may desire,
and who shall have the right to audit and have certified, thoroughly and
completely, all income and expenses, profits and losses, and operational results
of the Property for the two (2) calendar years prior to the date of Closing and
for the current calendar year to date. Prior to the expiration of the Due
Diligence Period, Purchaser shall provide Seller with written notice of which
Service Contracts it elects to take an assignment of. If Purchaser terminates
this Agreement pursuant to this Section 9A, upon Seller's request, Purchaser
shall return or destroy all materials provided by Seller to such Purchaser
pertaining to the Property.
B. Each and every representation and warranty of Seller is true,
correct and complete as of Closing.
C. As of Closing, Seller shall have fully performed and satisfied
each and every obligation, term and condition to be performed and satisfied by
Seller under this Agreement.
D. Purchaser shall receive, at Seller's expense, an Owner's Title
Insurance Policy (or marked-up commitment therefor) insuring fee simple title to
the Premises in Purchaser (or Purchaser's designee, if applicable) in the amount
of the Purchase Price subject only to Permitted Exceptions, and otherwise in the
form and condition required by this Agreement.
E. Notwithstanding anything contained herein to the contrary, the
obligations of Purchaser and Seller hereunder are expressly made subject to the
simultaneous closing of the purchase and sale transaction contemplated by that
certain Agreement for Purchase of Real Estate and Related Property dated as of
the date hereof by and between Daniel Meadows II General Partnership, a Virginia
general partnership, as seller, and Purchaser, as purchaser, with respect to
that certain 200 unit apartment complex situated directly adjacent to the
Property known as "Meadows in the Park Apartments" (the "Contemporaneous Sales
Condition"). If the Contemporaneous Sales Condition has not been satisfied on or
before the Closing Date, then this Agreement shall, unless otherwise mutually
agreed in writing by both Seller and Purchaser, automatically terminate, the
Earnest Money shall be returned to Purchaser and, except for those obligations
of the parties which by their terms expressly survive the termination of this
Agreement, neither party shall have any further obligation or liability to the
other hereunder.
10. BROKERAGE
Seller agrees to pay any brokerage commissions due to Daniel Realty
Corporation ("DRC") for services rendered in connection with the sale and
purchase of the Property pursuant to a separate agreement between Seller and
DRC. Said brokerage commission shall become due and payable only upon a
successful close of the transaction contemplated herein. Seller shall indemnify,
defend and hold Purchaser harmless from and against any and all claims of all
brokers and finders claiming by, through or under Seller and in any way related
to the sale and purchase of the Property pursuant to this Agreement, including,
without limitation, attorneys fees incurred by Purchaser in connection with such
claims. Purchaser shall indemnify, defend and hold Seller harmless from and
against any and all claims of all brokers and finders (other than DRC) claiming
by, through or under Purchaser and in any way related to the sale and purchase
of the Property pursuant to this Agreement, including, without limitation,
attorneys fees incurred by Seller in connection with such claims.
11. DEFAULTS AND REMEDIES
A. Notwithstanding anything to the contrary contained in this
Agreement, if Seller fails to perform in accordance with the terms of this
Agreement, at Purchaser's option, either (i) the Earnest Money shall be returned
to Purchaser and Purchaser shall have the right to receive from Seller its
actual, out-of-pocket costs and expenses incurred in the preparation of this
Agreement and the performance of its due diligence hereunder, not to exceed
$25,000 in the aggregate (at which time this Agreement shall be null and void
and neither party shall have any rights or obligations under this Agreement), or
(ii) Purchaser may sue for specific performance of this Agreement.
B. Notwithstanding anything to the contrary contained in this
Agreement, if Purchaser fails to perform in accordance with the terms of this
Agreement, the Earnest Money shall be forfeited to Seller as liquidated damages
(which shall be Seller's sole and exclusive remedy against Purchaser), at which
time this Agreement shall be null and void and neither party shall have any
rights or obligations under this Agreement. Seller acknowledges and agrees that
(i) the Earnest Money is a reasonable 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; (ii) the
actual damages suffered and costs incurred by Seller as a result of such
withdrawal and failure to close due to a default of Purchaser under this
Agreement would be extremely difficult and impractical to determine; (iii)
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 (iv) the Earnest Money shall be and constitute valid
liquidated damages.
12. INDEMNIFICATION
A. By Purchaser. Purchaser shall hold harmless, indemnify and defend
Seller from and against: (i) any and all actual loss, actual damage or third
party claims in any way arising from Purchaser's inspections or examinations of
the Property prior to the Closing Date; (ii) any and all third party claims,
debts and liabilities affecting or related to the Property or the ownership or
operation thereof and arising during or applicable to the period from and after
the Closing Date; and (iii) all costs and expenses, including reasonable
attorney's fees, incurred by Seller as a result of the foregoing.
B. By Seller. Seller shall hold harmless, indemnify and defend
Purchaser from and against: (i) any and all third party claims, debts and
liabilities affecting or related to the Property or the ownership or operation
thereof and arising during or applicable to the period prior to the Closing
Date; and (ii) all costs and expenses, including reasonable attorney's fees,
incurred by the Purchaser as a result of such claims.
C. Generally. Each indemnification under this Agreement shall be
subject to the following provisions: The indemnitee shall notify indemnitor of
any such claim against indemnitee within thirty (30) days after it has written
notice of such claim, but failure to notify indemnitor shall in no case
prejudice the rights of indemnitee under this Agreement unless indemnitor shall
be prejudiced by such failure and then only to the extent of such prejudice.
Should indemnitor fail to discharge or undertake to defend indemnitee against
such liability within fifteen (15) business days after the indemnitee gives the
indemnitor written notice of the same, then indemnitee may settle such
liability, and indemnitor's liability to indemnitee shall be conclusively
established by such settlement, the amount of such liability to include both the
settlement consideration and the reasonable costs and expenses, including
attorneys' fees, incurred by indemnitee in effecting such settlement.
D. Each of the indemnifications under this Agreement shall survive
only until December 31, 1998, and Purchaser or Seller, as applicable, shall have
the right to bring an action thereon only if it has given the other party
written notice on or before December 31, 1998 of any claim set forth in Section
12 setting forth the nature and basis of its claim.
13. SECTION 1031 EXCHANGE
Purchaser may structure the acquisition of the Property as a
like-kind exchange under Internal Revenue Code Section 1031 at Purchaser's sole
cost and expense. Seller shall reasonably cooperate therein, provided that
Seller shall incur no material costs, expenses or liabilities in connection with
Purchaser's exchange and Seller shall not be required to take title to or
contract for purchase of any other property. If Purchaser uses a qualified
intermediary to effectuate the exchange, any assignment of the rights or
obligations of Purchaser hereunder shall not relieve, release or absolve
Purchaser of its obligations to Seller.
14. MISCELLANEOUS
A. Neither this Agreement nor any interest hereunder shall be
assigned or transferred by Seller. Purchaser may assign or otherwise transfer
its interest under this Agreement to any entity directly or indirectly
controlled by Equity Residential Properties Trust. As used in this Agreement,
the term "Purchaser" shall be deemed to include any permitted assignee or other
transferee of the initial Purchaser. Upon any such transfer by a Purchaser, such
Purchaser shall not be relieved of any liability under this Agreement. Subject
to the foregoing, this Agreement shall inure to the benefit of and shall be
binding upon Seller and Purchaser and their respective successors and assigns.
B. This Agreement constitutes the entire agreement between Seller
and Purchaser with respect to the Property and shall not be modified or amended
except in a written document signed by Seller and Purchaser. Any prior agreement
or understanding between Seller and Purchaser concerning the Property is hereby
rendered null and void.
C. If any of Seller's representations, covenants and warranties
contained in this Agreement shall not be true, correct and complete upon
Closing, at Purchaser's option either (i) the Earnest Money shall be returned to
Purchaser and Purchaser shall have the right to receive from Seller its actual,
out-of-pocket costs and expenses incurred in the preparation of this Agreement
and the performance of its due diligence hereunder, not to exceed $25,000 in the
aggregate (at which time this Agreement shall be null and void and neither party
shall have any rights or obligations under this Agreement), or (ii) Purchaser
may proceed to Closing thereby waiving any such breach.
D. Seller acknowledges that audited financial statements pertaining
to the Property for one prior calendar year of operation and the portion of the
calendar year in which the Closing occurs up to the Closing Date are required to
be filed by the Purchaser with the Securities and Exchange Commission after the
Closing. Accordingly, Seller agrees to provide Purchaser and its representatives
with access to Seller's books and records after the Closing upon reasonable
advance notice in order to conduct the required audit.
E. Time is of the essence of this Agreement. In the computation of
any period of time provided for in this Agreement or by law, the day of the act
or event from which the period of time runs shall be excluded, and the last day
of such period shall be included, unless it is a Saturday, Sunday, or legal
holiday, in which case the period shall be deemed to run until the end of the
next day which is not a Saturday, Sunday, or legal holiday.
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 facsimile
transmission, or by overnight courier (such as Federal Express), addressed as
follows:
1. If to Seller:
c/o Daniel Corporation
1200 Corporate Drive
Suite 250
Birmingham, Alabama 35242
Phone: 205/991-4777
Facsimile: 205/995-0526
Attention: John C. Gorecki
and
PaineWebber Income Properties Seven
Limited Partnership
265 Franklin Street
Boston, Massachusetts 02110
Phone: 617/439-8123
Facsimile: 617/345-8752
Attention: Rock M. D'Errico
With a copy to:
Bradley Arant Rose & White LLP
1400 Park Place Tower
2001 Park Place North
Birmingham, Alabama 35203
Phone: 205/521-8429
Facsimile: 205/252-0264
Attention Stephen R. Monk, Esq.
and
Goodwin Procter & Hoar, LLP
Exchange Place
Boston, Massachusetts 02109
Phone: 617/570-1995
Facsimile: 617/227-8591
Attention: Andrew Sucoff, Esq.
2. If to Purchaser:
c/o Equity Residential Properties Trust
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Phone: 312/474-1300
Facsimile: 312/454-9276
Attention: Douglas Crocker II
President
With a copy to:
Equity Residential Properties Trust
Two North Riverside Plaza, Suite 400
Chicago, Illinois 60606
Phone: 312/474-3966
Facsimile: 312/454-0039
Attention: Yasmina Rahal
Vice President - Legal
All notices given in accordance with the terms hereof shall be deemed given and
received when sent or when delivered personally. 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.
G. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Alabama.
H. This Agreement may be executed in any number of identical
counterparts, any or all of which may contain the signatures of fewer than all
of the parties but all of which shall be taken together as a single instrument,
with the same effect as if all the parties to this Agreement had executed the
same counterpart.
I. This Agreement constitutes an offer by Purchaser which must be
accepted by Seller on or before three (3) days after the date this Agreement is
signed by Purchaser. If the Agreement is not so accepted and returned to
Purchaser within said three (3) day period, this offer shall be deemed revoked.
The date of this Agreement shall be the date on which Seller signs this
Agreement as indicated below the signature line for Seller.
J. Purchaser acknowledges and agrees that, except with respect to
the representations and warranties contained in this Agreement, it will be
purchasing the Property based upon its inspections and investigations of the
Property, and that Purchaser will be purchasing the Property "AS IS" based upon
the condition of the Property as of the date of this Agreement, wear and tear
and loss by fire or other casualty or condemnation excepted, but subject to any
obligation of Seller to repair or restore as may be required pursuant to the
terms and provisions of this Agreement.
K. Seller has made or will make certain written information
("Confidential Information") available to Purchaser for review. Confidential
Information shall not be deemed to include information which (i) is or becomes
generally available to Purchaser on a non-confidential basis, (ii) is or becomes
generally available to the public or (iii) is required to be disclosed by law,
SEC reporting requirements, regulation, court order or similar governmental
mandate. Purchaser agrees that the Confidential Information provided is
confidential, and that it will not disclose the Confidential Information to any
person, firm or entity without prior written authorization from Seller; except
that the Confidential Information may be disclosed to Purchaser's partners
(direct and indirect), employees, legal counsel, lenders, potential members,
members (direct and indirect), officers, directors, investors, credit rating
agencies, accountants, agents and representatives and insurance companies or any
entity controlled directly or indirectly by Purchaser. The terms of this
provision shall survive the termination of this Agreement pursuant to Section
9(A) hereof, provided, however, they shall expire on the earlier to occur of (i)
the sale of the Property to Purchaser or any affiliate or assignee of Purchaser
or (ii) six (6) months from the date hereof. Notwithstanding the foregoing, no
person shall be liable for punitive or consequential damages for any cause of
action resulting from use or disclosure of the Confidential Information.
[Signature Page to Agreement for Purchase of Real Estate and Related Property
follows]
<PAGE>
SELLER:
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, Its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, Its
Managing General Partner
By:/s/ John C. Gorecki
-------------------
Title: Senior Vice President
Date: November 12, 1997
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, Its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, Its Managing
General Partner
By:/s/ Stephen C. Nason
-------------------
Title: Vice President
Date: November 12, 1997
PURCHASER:
ERP OPERATING LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Equity Residential Properties
Trust, a Maryland real estate
investment trust, its general
partner
By:/s/ Yasmina Rahal
-----------------
Title: Vice President
Date: November 12, 1997
<PAGE>
EXHIBITS
A - Legal Description
B - Personal Property
C - Rent Roll
D - Service Contracts E - Earnest Money Escrow
Instructions F - Survey Certification G -General
Warranty Bill of Sale H - Tenant Notice Letter I -
Assignment and Assumption of Leases and
Security Deposits
J - Assignment and Assumption of Maintenance
and Service Contracts
K - Certificate of Non-Foreign Status
L - Assignment of General Intangibles
M - Limited Warranty Deed
SCHEDULES
I - Existing Loan Documents
II - Actions, Proceedings or Investigations
<PAGE>
EXHIBIT E
MEADOWS ON THE LAKE APARTMENTS
SHELBY COUNTY, ALABAMA
EARNEST MONEY ESCROW INSTRUCTIONS
Escrow Officer:
Escrow No.:
Phone No.:
Facsimile No.:
Date: , 1997
TO: Commonwealth Land Title Insurance Company
30 North LaSalle Street
Chicago, Illinois 60602
Attn:
The amount of One Hundred Thousand Dollars ($100,000) (which, together with all
interest earned thereon, is hereinafter referred to as the "Escrow Deposit") is
deposited with the Chicago Office of Commonwealth Land Title Insurance Company
in escrow by ERP Operating Limited Partnership, an Illinois limited partnership,
the "Purchaser" under that certain Agreement for Purchase of Real Estate and
Related Property (the "Agreement"), dated as of November ___, 1997, with Daniel
Meadows Partnership, a Virginia general partnership, as the "Seller".
As escrowee, you are hereby directed to hold, deal with and dispose of the
Escrow Deposit in accordance with the following terms and conditions:
1. You are to hold the Escrow Deposit until: (a) you are in receipt of a
joint order by the undersigned Seller and Purchaser as to the
disposition of the Escrow Deposit; or (b) you are in receipt of a
written demand (the "Demand") from either Seller or Purchaser for the
payment of the Escrow Deposit or any portion thereof. If you receive a
Demand from Purchaser on or before December 16, 1997 (the expiration of
the Due Diligence Period, as such term is defined in the Agreement, as
amended), then you shall immediately comply with the Demand without the
necessity of giving notice to Seller and notwithstanding any contrary
instruction you may receive from Seller. Upon receipt of any Demand
(other than a Demand from Purchaser on or before December 16, 1997 as
provided above), you are directed to so notify the other party,
enclosing a copy of the Demand. If within five (5) days after the
non-demanding party has received or is deemed to have received your
notice of your receipt of the Demand, you have not received from the
non-demanding party its notice of objection to the Demand, then you are
to disburse the Escrow Deposit as requested by the Demand. If within
said five-day period you receive from the non-demanding party its
notice of objection to the Demand, then you are to continue to hold the
Escrow Deposit until you are in receipt of a joint order as aforesaid,
but after sixty (60) days you may deposit the Escrow Deposit with a
Court of competent jurisdiction.
2. Notwithstanding the foregoing, as escrowee, you are hereby expressly
authorized to regard and to comply with and obey any and all orders,
judgments or decrees entered or issued by any Court, and in case you
obey or comply with any such order, judgment or decree of any Court,
you shall not be liable to either of the parties hereto or any other
person or entity by reason of such compliance, notwithstanding any such
order, judgment or decree be entered without jurisdiction or be
subsequently reversed, modified, annulled, set aside or vacated. In
case of any suit or proceeding regarding these Escrow Instructions, to
which you are or may at any time be a party, the undersigned Seller and
Purchaser agree that the non-prevailing party shall pay to you upon
demand all reasonable costs and expenses incurred by you in connection
herewith.
3. As escrowee, you shall invest the Escrow Deposit in an interest-bearing
savings or money market account or short term U.S. Treasury Bills or
similar cash equivalent securities, as the undersigned Purchaser may
direct. Any interest earned on the Escrow Deposit, after you deduct your
customary investment charges, shall become and be deemed to be a part of
the Escrow Deposit.
4. All notices or other communications hereunder shall be in writing and
shall be personally delivered or sent by overnight courier (such as
Federal Express), by facsimile transmission or by first class United
States Mail, postage prepaid, registered or certified (return receipt
requested) to the respective addresses for the Seller, Purchaser and
escrowee as herein provided. A notice is given on the date it is
personally delivered, sent by overnight courier or facsimile
transmission, or deposited with the United States Mail for delivery as
aforesaid. A notice is received on the date it is personally
delivered, the day after sent if sent by overnight courier or facsimile
transmission or, if sent by mail as aforesaid, on the date noted on the
return receipt.
5. Either Purchaser or Seller, as applicable, may act hereunder either
directly or through the following individuals:
Purchaser:
Yasmina Rahal or Jane Matz
Equity Residential Properties Trust
Two N. Riverside Plaza, Suite 400
Chicago, Illinois 60606
Phone: 312/466-3966 or 466-3859
Facsimile: 312/454-0039
Seller:
Stephen R. Monk
Bradley Arant Rose & White LLP
1400 Park Place Tower
2001 Park Place North
Birmingham, Alabama 35203
Phone: 205/521-8429
Facsimile: 205/252-0264
6. This Escrow Agreement is being entered into to implement the Agreement and
shall not (nor be deemed to) amend, modify or supersede the Agreement or
act as a waiver of any rights, obligations or remedies set forth therein;
provided, however, that you may rely solely upon these Escrow
Instructions.
7. This Escrow Agreement may be executed in any number of identical
counterparts, any or all of which may contain the signatures of fewer than
all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Escrow
Agreement had executed the same counterpart.
<PAGE>
Agreed and Acknowledged this _____ day of November, 1997
SELLER: PURCHASER:
DANIEL MEADOWS PARTNERSHIP, a Virginia ERP OPERATING LIMITED PARTNERSHIP, an
general partnership Illinois limited partnership
By: The Meadows Partnership,a By: Equity Residential Properties
Virginia general partnership, its Trust, a Maryland real estate
Co-General Partner investment, its general partner
By: Daniel Realty Investment
Corporation - Meadows II, a
Virginia corporation, its
Co-General Partner
By: By:
Its: Its:
By: Paine Webber Income Properties
Seven Limited Partnership, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By:
Its:
Address: Address:
c/o Daniel Corporation c/o Equity Residential
Properties Trust
1200 Corporate Drive, Suite 250 Two North Riverside Plaza,
Suite 400
Birmingham, Alabama 35242 Chicago, Illinois 60606
Phone: 205/991-4777 Phone: 312/466-3966
Facsimile: 205/995-0526 Facsimile: 312/454-0039
Attn: John C. Gorecki Attn: Yasmina Rahal
Agreed and Acknowledged this day of November, 1997
Commonwealth Land Title Insurance Company
By:
Title:
<PAGE>
EXHIBIT F
SURVEY CERTIFICATION
To ERP Operating Limited Partnership, an Illinois limited partnership, and its
affiliates, Daniel Meadows Partnership, a Virginia general partnership
("Seller") and Commonwealth Land Title Insurance Company (the "Title Company"):
The undersigned Registered Public Surveyor (the "Surveyor") hereby states that
(a) this plat of survey and the property description set forth hereon are true
and correct and prepared from an actual on-the-ground survey of the real
property (the "Property") shown hereon; (b) such survey was conducted by the
Surveyor, or under his supervision; (c) all monuments shown hereon actually
exist and the location, size and type of material thereof are correctly shown;
(d) except as shown hereon, there are no encroachments onto the Property or
protrusions therefrom, there are no improvements on the Property, there are no
visible easement or rights-of-ways on the Property and there are no visible
discrepancies, conflicts, shortages in area or boundary line conflicts; (e) the
size, location and type of improvements are as shown hereon, and all are located
within the boundaries of the Property and set back from the Property lines the
distances indicated; (f) the Property has access to and from a public roadway;
(g) all known recorded easements have been correctly platted hereon; (h) the
boundaries, dimensions and other details shown hereon are true and correct; (i)
per the Federal Insurance Administration Flood Insurance Rate Map for Shelby
County, Alabama, the Property is not within an area designated as having special
flood hazards; (j) the Surveyor has reviewed the legal description of the land
adjacent to the Property and no conflict exists with the common boundary lines.
The surveyor expressly understands and agrees that (a) this statement is made
for the benefit of ERP Operating Limited Partnership, an Illinois limited
partnership, and its affiliates, the Title Company and the Seller; (b) ERP
Operating Limited Partnership, an Illinois limited partnership, and its
affiliates, the Title Company and the Seller are entitled to rely on this plat
of survey as being true and accurate; and (c) the consideration paid to the
Surveyor for the preparation and certification of such survey has been paid, in
part, for the benefit of ERP Operating Limited Partnership, an Illinois limited
partnership, and its affiliates, the Title Company and the Seller, in
anticipation of their reliance hereon.
The undersigned certifies to the best of his professional knowledge, information
and belief that this map or plat and the Survey on which it is based were made
(i) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys," jointly established and adopted by ALTA and ACSM in 1992; (ii)
in accordance with the "Survey Requirements for Equity Residential Properties
Trust Surveys, "includes items 1, 2, 3, 4, 6, 7(a), 7(b)(1), 8, 9, 10, 11, and
11(a), of Table A specifically defined therein, and (iii) pursuant to the
Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date of
this certification) of an Urban Survey.
(seal)
Registration No.:
within the State of
<PAGE>
EXHIBIT G
_______ APARTMENTS
_______,____________
SPECIAL WARRANTY BILL OF SALE
THIS SPECIAL WARRANTY BILL OF SALE (this "Bill of Sale") is executed as
of the ______ day of ___________ , 199 , by _________________
("Seller"), a _____________ having an office at
, in favor of ___________ ("Purchaser"), a
having an office at Two North Riverside Plaza, Suite 400, Chicago, Illinois
60606.
1. Real Property. The "Real Property" shall mean the real property
located in the County of ___________ , State of ___________ , commonlyknown
as " ___________ " and located at ___________ .
2. Personal Property. The "Personal Property" shall mean [track definition
in contract or other appropriate language] including, without limitation, those
certain articles of personal property which are described in Exhibit A 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 any and all persons whatsoever claiming the whole or any part
thereof by, through or under Seller.
4. Power and Authority. Seller represents and warrants to Purchaser that
it is fully empowered and authorized to execute and deliver this Bill of Sale,
and each of the individuals signing this Bill of Sale on behalf of Seller
represents and warrants to Purchaser that he or she is fully empowered and
authorized to do so.
5. Condition of Property. Except as set forth herein, this Bill of Sale is
made without any representation or warranty whatsoever and the Personal Property
is sold to Purchaser in its "AS IS," "WHERE IS" condition.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale the day and year
first above written.
SELLER:
[COMPANY NAME]
By:
Its:
<PAGE>
EXHIBIT I
___________ APARTMENTS
___________, ___________
ASSIGNMENT AND ASSUMPTION
OF LEASES AND SECURITY DEPOSITS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (this
"Assignment") is entered into as of the ___________ of ___________ ,199 ,
between ___________ ("Assignor"), whose address is
, and ___________ ("Assignee") a ___________
whose address is Suite 400, Two North Riverside Plaza, Chicago, Illinois
60606.
1. Property. The "Property" means the real property located in the
County of State of , commonly known as "
" and located at , together with the building, structures and other
improvements located thereon and owned by Assignor.
2. Leases. The "Leases" means those leases, tenancies, rental agreements
and occupancy agreements affecting the Property which are described in Exhibit A
attached to this Assignment.
3. Security Deposits. "Security Deposits" means those security deposits
held by or for Assignor on account of tenants under the Leases as such deposits
and with respect to which Assignee received a credit at the closing of the
transaction with respect to which this Assignment has been executed and
delivered in accordance with the Security Deposits which are more particularly
described on attached Exhibit B.
4. Assignment. For good and valuable consideration received by Assignor,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
grants, transfers and assigns to Assignee the entire right, title and interest
of Assignor in and to the Leases and the Security Deposits.
5. Assumption. Assignee hereby assumes the covenants, agreements and
obligations of Assignor as landlord or lessor under the Leases which are
applicable to the period and required to be performed from and after the date of
this Assignment, but not otherwise, and Assignee further assumes all liability
of Assignor for the proper refund or return of the Security Deposits if, when
and as required by the Leases.
6. Power and Authority. Assignor represents and warrants to Assignee that
it is fully empowered and authorized to execute and deliver this Assignment, and
each of the individuals signing this Assignment on behalf of Assignor represents
and warrants to Assignee that he or she is fully empowered and authorized to do
so.
7. Attorneys' Fees. If either Assignee or Assignor, or their respective
successors or assigns, file suit to enforce the obligations of the other party
under this Assignment, the prevailing party shall be entitled to recover the
reasonable fees and expenses of its attorneys.
8. Successors and Assigns. This Assignment shall be binding upon and inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.
9. Counterparts. This Assignment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Assignment had
executed the same counterpart.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment the day and year first above written.
ASSIGNOR
By:
Title:
ASSIGNEE
By:
Title:
<PAGE>
EXHIBIT J
APARTMENTS
,
ASSIGNMENT AND ASSUMPTION
OF MAINTENANCE AND SERVICE CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF MAINTENANCE AND SERVICE AGREEMENTS (this
"Assignment") is entered into as of the day of , 199 , between , a
("Assignor"), whose address is and
and ("Assignee"), a ,
whose address is Suite 400, Two North Riverside Plaza, Chicago, Illinois
60606.
1. Property. The "Property" means the real property located in the
County of , State of , commonly known as "
" and located at , together with the building, structures and other
improvements located thereon and owned by Assignor.
2. Service Contracts. "Service Contracts" means those maintenance,
supply and service agreements relating to the Property which are listed on
Exhibit A attached to this Assignment.
3. Assignment. For good and valuable consideration received by Assignor
the receipt and sufficiency of which is hereby acknowledged, Assignor hereby
grants, transfers and assigns to Assignee the entire right, title and interest
of Assignor in and to the Service Contracts.
4. Assumption. Assignee hereby assumes the covenants, agreements and
obligations of Assignor under the Service Contracts which are applicable to the
period and required to be performed from and after the date of this Assignment,
but not otherwise.
5. Power and Authority. Assignor represents and warrants to Assignee that
it is fully empowered and authorized to execute and deliver this Assignment, and
each of the individuals signing this Assignment on behalf of Assignor represents
and warrants to Assignee that he or she is fully empowered and authorized to do
so.
6. Attorneys' Fees. If either Assignee or Assignor or their respective
successors or assigns, file suit to enforce the obligations of the other party
under this Assignment, the prevailing party shall be entitled to recover the
reasonable fees and expenses of its attorneys.
7. Counterparts. This Assignment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Assignment had
executed the same counterpart.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment the day and year first above written.
ASSIGNOR
By:
Name:
Title:
ASSIGNEE
By:
Name:
Title:
<PAGE>
EXHIBIT K
CERTIFICATE OF NON-FOREIGN STATUS
1. The undersigned hereby certifies the following:
a. That the Transferor,
Partnership, a Virginia general partnership, is not a foreign entity (as
said term is defined in the Internal Revenue Code and Income Tax
Regulations) with respect to the transfer of that certain property known
as ___________ Apartments (the "Property") legally described in Exhibit A
attached hereto and made a part hereof; and
b. The tax identification number of the Transferor is
and the offices of the Transferor are c/o Daniel Realty Corporation,
1200 Corporate Drive, Meadow Brook Corporate Park, Birmingham, Alabama
35242.
2. The Transferor understands that this Certification may be disclosed to the
Internal Revenue Service by Transferee and that any false statement
contained herein could be punishable by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined this
Certification and to the best of my knowledge and belief, it is true, correct
and complete, and I further declare that I have authority to sign this document
on behalf of the Transferor.
Dated the day of , l99__.
, a Virginia general
partnership
[Insert Signature Block]
By:
Title:
STATE OF
COUNTY OF
I, , a Notary Public in and for said
County in the State aforesaid, do hereby certify that
, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me
this day in person and acknowledged that he/she, as _________________ of ,
signed and delivered said instrument as his/her own free and voluntary act, 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)
<PAGE>
EXHIBIT L
APARTMENTS
,
ASSIGNMENT OF GENERAL INTANGIBLES
THIS ASSIGNMENT OF GENERAL INTANGIBLES (this "Assignment") is made as
of the of , 199 , by
("Assignor"), a , whose address is
and ("Assignee"), a
whose address is Suite 400, Two North Riverside Plaza, Chicago, Illinois
60606.
1. Property. The "Property" means the real property located in the
County of , State of , commonly known as "
" and located at , together with the building, structures and other
improvements located thereon and owned by Assignor.
2. General Intangibles. The "General Intangibles" means all of the
Property (as such term is defined in that certain Agreement for Purchase of Real
Estate and Related Property dated , 199 between Assignor, as Seller, and
Assignee, as Purchaser (the "Agreement")), which has not otherwise been
conveyed, sold, transferred or assigned by Assignor to Assignee by other
instruments executed and delivered this date by and between Assignor and
Assignee, including, without limitation all right, title and interest of
Assignor in and to that certain claim identified in Schedule ___ to the
Agreement.
3. Assignment. For good and valuable consideration received by Assignor
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
grants, transfers and assigns to Assignee the entire right, title and interest,
if any, of Assignor in and to the General Intangibles.
4. Power and Authority. Assignor represents and warrants to Assignee that
it is fully empowered and authorized to execute and deliver this Assignment, and
each of the individuals signing this Assignment on behalf of Assignor represents
and warrants to Assignee that he or she is fully empowered and authorized to do
so.
5. Attorneys' Fees. If either Assignee or Assignor or their respective
successors or assigns, file suit to enforce the obligations of the other party
under this Assignment, the prevailing party shall be entitled to recover the
reasonable fees and expenses of its attorneys.
6. Successors and Assigns. This Assignment shall be binding upon and inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.
7. Counterparts. This Assignment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Assignment had
executed the same counterpart.
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
the day and year first above written.
ASSIGNOR:
___________ , a
By:
Title:
ASSIGNEE:
___________ , a
By:
Title:
<PAGE>
EXHIBIT M
LIMITED WARRANTY DEED
SEND TAX NOTICE TO:
Meadows on the Lake
Property Tax Department
P.O. Box A-3879
Chicago, Illinois 60690-3879
STATE OF ALABAMA )
)
COUNTY OF SHELBY )
LIMITED WARRANTY DEED
THIS LIMITED WARRANTY DEED is executed and delivered as of the day of ,
1997 by DANIEL MEADOWS PARTNERSHIP, a Virginia general partnership ("Grantor"),
in favor of ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited partnership
("Grantee").
KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum
of Ten Dollars ($10.00) in hand paid by Grantee to Grantor and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Grantor, Grantor does by these presents, GRANT, BARGAIN, SELL
and CONVEY unto Grantee that certain real property (the "Property") situated in
Shelby County, Alabama, which is more particularly described in Exhibit A
attached hereto and incorporated herein by reference, together with all of
Grantor's right, title and interest in and to (i) all improvements located
thereon and (ii) all other rights, benefits, privileges, easements, tenements,
hereditaments and appurtenances, if any, thereon or in anywise appertaining to
the Property.
The Property is conveyed subject to those matters which are more
particularly described in Exhibit B attached hereto and incorporated herein by
reference (collectively, the "Permitted Exceptions").
TO HAVE AND TO HOLD unto Grantee, its successors and assigns, forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is
lawfully seized of the Property in fee simple, subject to all of the Permitted
Exceptions; that, subject to the aforesaid Permitted Exceptions, it has good,
right and lawful authority to sell and convey the Property; that, subject to the
aforesaid Permitted Exceptions, it will warrant and defend the same against the
lawful claims of all persons claiming by, through or under the said Grantor, but
not further or otherwise.
IN WITNESS WHEREOF, the undersigned Grantor has caused this Limited
Warranty Deed to be executed as of the day and year first above written.
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, its
Managing General Partner
By:
Title:
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By:
Title:
STATE OF ALABAMA )
)
COUNTY OF SHELBY )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that , who is named as
of DANIEL REALTY INVESTMENT CORPORATION-MEADOWS, a Virginia corporation, as
Managing General Partner of THE MEADOWS PARTNERSHIP, a Virginia general
partnership, as Co-General partner of DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership, is signed to the foregoing instrument, and who is known to
me, acknowledged before me on this day that, being informed of the contents of
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation, in its capacity as Managing
General Partner of THE MEADOWS PARTNERSHIP, in its capacity as Co-General
Partner of DANIEL MEADOWS PARTNERSHIP.
Given under my hand and official seal this day of , 1997.
Notary Public
My Commission Expires:
STATE OF )
)
COUNTY OF )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that , who is named as
of SEVENTH INCOME PROPERTIES FUND, INC., a Delaware corporation, as Managing
General Partner of PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, as Co-General partner of DANIEL MEADOWS
PARTNERSHIP, a Virginia general partnership, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation, in its capacity as Managing General Partner of PAINE WEBBER INCOME
PROPERTIES SEVEN LIMITED PARTNERSHIP, in its capacity as Co-General Partner of
DANIEL MEADOWS PARTNERSHIP.
Given under my hand and official seal this day of , 1997.
Notary Public
My Commission Expires:
This instrument prepared by
and upon recording should be
returned to:
Yasmina Rahal, Esq.
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606
<PAGE>
December 16, 1997
VIA FACSIMILE
Daniel Meadows Partnership
Daniel Meadows II General Partnership
c/o Daniel Corporation
1200 Corporate Drive
Suite 250
Birmingham, Alabama 35242
Attention: Mr. John Gorecki
Re: Meadows on the Lake and Meadows in the Park, Shelby County,
Alabama
Ladies and Gentlemen:
Reference is made to the following documents, each dated as of November
12, 1997 (collectively, the "Contracts"):
1. Agreement for the Purchase of Real Estate and Related Property, by
and between Daniel Meadows Partnership and EQR Operating Limited
Partnership, relating to the purchase and sale of Meadows on the
Lake Apartments, Shelby County, Alabama (the "Lake Contract"); and
2. Agreement for the Purchase of Real Estate and Related Property, by
and between Daniel Meadows II General Partnership and EQR Operating
Limited Partnership, relating to the purchase and sale of Meadows in
the Park Apartments, Shelby County, Alabama (the "Park Contract").
All capitalized terms used in this letter and not otherwise defined herein shall
have the meanings ascribed to such terms in the Contracts.
The purpose of this letter is to set forth the agreement of the parties to
the Contracts to make the following modifications to the purchase price
provisions of the Contracts:
a. The reference to "Nine Million Six Hundred Thousand Dollars
($9,600,000)" in Section 2 of the Lake Contract is hereby deleted
and replaced by "Nine Million Five Hundred Twenty-Five Thousand
Dollars ($9,525,000)"; and
b. The reference to "Nine Million Six Hundred Thousand Dollars
($9,600,000)" in Section 2 of the Park Contract is hereby deleted
and replaced by "Nine Million Five Hundred Twenty-Five Thousand
Dollars ($9,525,000)".
Please execute and return to the undersigned a copy of this letter in
order to indicate your agreement with the foregoing modifications to the
Contracts. This letter may be executed in one or more counterparts, each of
which when taken together shall constitute a single document. Except as modified
by this letter the Contracts shall remain unmodified and in full force and
effect.
Very truly yours,
EQR Operating Limited Partnership
By: Equity Residential Properties Trust,
its general partner
By: /s/ Yasmina Rahal
-----------------
Title: Vice President
Accepted and Agreed:
<PAGE>
DANIEL MEADOWS PARTNERSHIP
By: The Meadows Partnership, its co-general partner
By: Daniel Realty Investment Corporation-Meadows, its
Managing General Partner
By: /s/ John C. Gorecki
-------------------
Title: Senior Vice President
By: Paine Webber Income Properties Seven Limited Partnership
By: Seventh Income Properties Fund, Inc., its
Managing General Partner
By: /s/ Steven C. Nason
-------------------
Title: Vice President
DANIEL MEADOWS II GENERAL PARTNERSHIP
By: Daniel Realty Investment Corporation-Meadows II
By: Daniel Realty Investment Corporation-Meadows, its
Managing General Partner
By: /s/ John C. Gorecki
-------------------
Title: Senior Vice President
By: Paine Webber Income Properties Eight Limited Partnership
By: Eighth Income Properties Fund, Inc., its
Managing General Partner
By: /s/ Steven C. Nason
-------------------
Title: Vice President
<PAGE>
LIMITED WARRANTY DEED
SEND TAX NOTICE TO:
Meadows on the Lake
Property Tax Department
P.O. Box A-3879
Chicago, Illinois 60690-3879
STATE OF ALABAMA )
)
COUNTY OF SHELBY )
LIMITED WARRANTY DEED
THIS LIMITED WARRANTY DEED is executed and delivered as of the 12th day of
December, 1997 by DANIEL MEADOWS PARTNERSHIP, a Virginia general partnership
("Grantor"), in favor of ERP OPERATING LIMITED PARTNERSHIP, an Illinois limited
partnership ("Grantee").
KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the sum
of Ten Dollars ($10.00) in hand paid by Grantee to Grantor and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by Grantor, Grantor does by these presents, GRANT, BARGAIN, SELL
and CONVEY unto Grantee that certain real property (the "Property") situated in
Shelby County, Alabama, which is more particularly described in Exhibit A
attached hereto and incorporated herein by reference, together with all of
Grantor's right, title and interest in and to (i) all improvements located
thereon and (ii) all other rights, benefits, privileges, easements, tenements,
hereditaments and appurtenances, if any, thereon or in anywise appertaining to
the Property.
The Property is conveyed subject to those matters which are more
particularly described in Exhibit B attached hereto and incorporated herein by
reference (collectively, the "Permitted Exceptions").
TO HAVE AND TO HOLD unto Grantee, its successors and assigns, forever.
AND the Grantor hereby covenants with said Grantee that the Grantor is
lawfully seized of the Property in fee simple, subject to all of the Permitted
Exceptions; that, subject to the aforesaid Permitted Exceptions, it has good,
right and lawful authority to sell and convey the Property; that, subject to the
aforesaid Permitted Exceptions, it will warrant and defend the same against the
lawful claims of all persons claiming by, through or under the said Grantor, but
not further or otherwise.
IN WITNESS WHEREOF, the undersigned Grantor has caused this Limited
Warranty Deed to be executed as of the day and year first above written.
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, its
Managing General Partner
By: /s/ John C. Gorecki
-------------------
Title: Senior Vice President
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By: /s/ Steven C. Nason
-------------------
Title: Vice President
STATE OF ALABAMA )
)
COUNTY OF SHELBY )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that , who is named as
of DANIEL REALTY INVESTMENT CORPORATION-MEADOWS, a Virginia corporation, as
Managing General Partner of THE MEADOWS PARTNERSHIP, a Virginia general
partnership, as Co-General partner of DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership, is signed to the foregoing instrument, and who is known to
me, acknowledged before me on this day that, being informed of the contents of
said instrument, he, as such officer and with full authority, executed the same
voluntarily for and as the act of said corporation, in its capacity as Managing
General Partner of THE MEADOWS PARTNERSHIP, in its capacity as Co-General
Partner of DANIEL MEADOWS PARTNERSHIP.
Given under my hand and official seal this day of , 1997.
Notary Public
My Commission Expires:
STATE OF )
)
COUNTY OF )
I, the undersigned, a Notary Public in and for said County, in said
State, hereby certify that , who is named as
of SEVENTH INCOME PROPERTIES FUND, INC., a Delaware corporation, as Managing
General Partner of PAINE WEBBER INCOME PROPERTIES SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, as Co-General partner of DANIEL MEADOWS
PARTNERSHIP, a Virginia general partnership, is signed to the foregoing
instrument, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said instrument, he, as such officer and with
full authority, executed the same voluntarily for and as the act of said
corporation, in its capacity as Managing General Partner of PAINE WEBBER INCOME
PROPERTIES SEVEN LIMITED PARTNERSHIP, in its capacity as Co-General Partner of
DANIEL MEADOWS PARTNERSHIP.
Given under my hand and official seal this day of , 1997.
Notary Public
My Commission Expires:
This instrument prepared by
and upon recording should be
returned to:
Yasmina Rahal, Esq.
Equity Residential Properties Trust
Two North Riverside Plaza
Suite 400
Chicago, Illinois 60606
<PAGE>
MEADOWS ON THE LAKE APARTMENTS
SHELBY COUNTY, ALABAMA
SPECIAL WARRANTY BILL OF SALE
THIS SPECIAL WARRANTY BILL OF SALE (this "Bill of Sale") is executed as of
the 18th day of December, 1997, by DANIEL MEADOWS PARTNERSHIP ("Assignor"), a
Virginia general partnership, whose address is c/o Daniel Realty Corporation,
1200 Corporate Drive, Meadow Brook Corporate Park, Birmingham, Alabama 35242 in
favor of ERP OPERATING LIMITED PARTNERSHIP ("Assignee"), an Illinois limited
partnership whose address is Suite 400, Two North Riverside Plaza, Chicago,
Illinois 60606.
1. Real Property. The "Real Property" shall mean the real property located
in the County of Shelby, State of Alabama, commonly known as "Meadows on the
Lake Apartments" and located at One Meadow Drive.
2. Personal Property. The "Personal Property" shall mean all furniture,
furnishings, fixtures, equipment, machinery, maintenance vehicles and equipment,
tools, parts, recreational equipment, carpeting, window treatments, stationery
and other office supplies, and other tangible personal property of every kind
and description situated in, on, over and under the Premises or used in
connection therewith, and which is not owned by tenants under the Leases, or by
Seller's property manager or by third parties, together with all replacements
and substitutions therefor including, without limitation, those certain articles
of personal property which are described in Exhibit A 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 any and all persons whatsoever claiming the whole or any part
thereof by, through or under Seller.
4. Power and Authority. Seller represents and warrants to Purchaser that
it is fully empowered and authorized to execute and deliver this Bill of Sale,
and each of the individuals signing this Bill of Sale on behalf of Seller
represents and warrants to Purchaser that he or she is fully empowered and
authorized to do so.
5. Condition of Property. Except as set forth herein, this Bill of Sale is
made without any representation or warranty whatsoever and the Personal Property
is sold to Purchaser in its "AS IS," "WHERE IS" condition.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, Seller has executed this Bill of Sale the day and year
first above written.
SELLER:
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, its
Managing General Partner
By: /s/John C. Gorecki
------------------
Title: Senior Vice President
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By: /s/ Steven C. Nason
-------------------
Title: Vice President
<PAGE>
MEADOWS ON THE LAKE APARTMENTS
SHELBY COUNTY, ALABAMA
ASSIGNMENT AND ASSUMPTION
OF LEASES AND SECURITY DEPOSITS
THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS (this
"Assignment") is entered into as of the 18th day of December, 1997, between
DANIEL MEADOWS PARTNERSHIP ("Assignor"), a Virginia general partnership, whose
address is c/o Daniel Realty Corporation, 1200 Corporate Drive, Meadow Brook
Corporate Park, Birmingham, Alabama 35242 and ERP OPERATING LIMITED PARTNERSHIP
("Assignee"), an Illinois limited partnership whose address is Suite 400, Two
North Riverside Plaza, Chicago, Illinois 60606
1. Property. The "Property" means the real property located in the County
of Shelby, State of Alabama, commonly known as "Meadows on the Lake Apartments"
and located at One Meadow Drive, together with the building, structures and
other improvements located thereon and owned by Assignor.
2. Leases. The "Leases" means those leases, tenancies, rental agreements
and occupancy agreements affecting the Property which are described in Exhibit A
attached to this Assignment.
3. Security Deposits. "Security Deposits" means those security deposits
held by or for Assignor on account of tenants under the Leases as such deposits
and with respect to which Assignee received a credit at the closing of the
transaction with respect to which this Assignment has been executed and
delivered in accordance with the Security Deposits which are more particularly
described on attached Exhibit B.
4. Assignment. For good and valuable consideration received by Assignor,
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
grants, transfers and assigns to Assignee the entire right, title and interest
of Assignor in and to the Leases and the Security Deposits.
5. Assumption. Assignee hereby assumes the covenants, agreements and
obligations of Assignor as landlord or lessor under the Leases which are
applicable to the period and required to be performed from and after the date of
this Assignment, but not otherwise, and Assignee further assumes all liability
of Assignor for the proper refund or return of the Security Deposits if, when
and as required by the Leases.
6. Power and Authority. Assignor represents and warrants to Assignee that
it is fully empowered and authorized to execute and deliver this Assignment, and
each of the individuals signing this Assignment on behalf of Assignor represents
and warrants to Assignee that he or she is fully empowered and authorized to do
so.
7. Attorneys' Fees. If either Assignee or Assignor, or their respective
successors or assigns, file suit to enforce the obligations of the other party
under this Assignment, the prevailing party shall be entitled to recover the
reasonable fees and expenses of its attorneys.
8. Successors and Assigns. This Assignment shall be binding upon and inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.
9. Counterparts. This Assignment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Assignment had
executed the same counterpart.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment the day and year first above written.
ASSIGNOR
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, its
Managing General Partner
By: /s/ John C. Gorecki
-------------------
Title: Senior Vice President
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By:/s/ Steven C. Nason
-------------------
Title: Vice President
ASSIGNEE:
ERP OPERATING LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Equity Residential Properties
Trust, a Maryland real estate
investment trust, its General
Partner
By:/s/ Yasmina Rahal
-----------------
Title: Vice President
<PAGE>
MEADOWS ON THE LAKE APARTMENTS
SHELBY COUNTY, ALABAMA
ASSIGNMENT OF GENERAL INTANGIBLES
THIS ASSIGNMENT OF GENERAL INTANGIBLES (this "Assignment") is made as of
the 18th day of December, 1997, by DANIEL MEADOWS PARTNERSHIP ("Assignor"), a
Virginia general partnership, whose address is c/o Daniel Realty Corporation,
1200 Corporate Drive, Meadow Brook Corporate Park, Birmingham, Alabama 35242 and
ERP OPERATING LIMITED PARTNERSHIP ("Assignee"), an Illinois limited partnership,
whose address is Suite 400, Two North Riverside Plaza, Chicago, Illinois 60606.
1. Property. The "Property" means the real property located in the County
of Shelby, State of Alabama, commonly known as "Meadows on the Lake Apartments"
and located at One Meadow Drive, together with the building, structures and
other improvements located thereon and owned by Assignor.
2. General Intangibles. The "General Intangibles" means all of the
Property (as such term is defined in that certain Agreement for Purchase of Real
Estate and Related Property dated November 17, 1997 between Assignor, as Seller,
and Assignee, as Purchaser (the "Agreement")), which has not otherwise been
conveyed, sold, transferred or assigned by Assignor to Assignee by other
instruments executed and delivered this date by and between Assignor and
Assignee, including, without limitation all right, title and interest of
Assignor in and to that certain claim identified in Schedule ___ to the
Agreement.
3. Assignment. For good and valuable consideration received by Assignor
the receipt and sufficiency of which are hereby acknowledged, Assignor hereby
grants, transfers and assigns to Assignee the entire right, title and interest,
if any, of Assignor in and to the General Intangibles.
4. Power and Authority. Assignor represents and warrants to Assignee that
it is fully empowered and authorized to execute and deliver this Assignment, and
each of the individuals signing this Assignment on behalf of Assignor represents
and warrants to Assignee that he or she is fully empowered and authorized to do
so.
5. Attorneys' Fees. If either Assignee or Assignor or their respective
successors or assigns, file suit to enforce the obligations of the other party
under this Assignment, the prevailing party shall be entitled to recover the
reasonable fees and expenses of its attorneys.
6. Successors and Assigns. This Assignment shall be binding upon and inure
to the benefit of Assignor and Assignee and their respective successors and
assigns.
7. Counterparts. This Assignment may be executed in any number of
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument, with the same effect as if all the parties to this Assignment had
executed the same counterpart.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
the day and year first above written.
ASSIGNOR:
DANIEL MEADOWS PARTNERSHIP, a Virginia
general partnership
By: THE MEADOWS PARTNERSHIP, a Virginia
general partnership, its Co-General
Partner
By: Daniel Realty Investment
Corporation - Meadows, a
Virginia corporation, its
Managing General Partner
By:/s/ John C. Gorecki
-------------------
Title: Senior Vice President
By: PAINE WEBBER INCOME PROPERTIES
SEVEN LIMITED PARTNERSHIP, a
Delaware limited partnership, its
Co-General Partner
By: Seventh Income Properties
Fund, Inc., a Delaware
corporation, its Managing
General Partner
By: /s/ Steven C. Nason
-------------------
Title: Vice President
ASSIGNEE:
ERP OPERATING LIMITED PARTNERSHIP, an
Illinois limited partnership
By: Equity Residential Properties
Trust, a Maryland real estate
investment trust, its General
Partner
By: /s/ Yasmina Rahal
-----------------
Title: Vice President
<PAGE>
CLOSING STATEMENT
MEADOWS ON THE LAKE - SHELBY COUNTY, AL
Seller: Daniel Meadows Partnership, a Virginia general partnership
Purchaser: ERP Operating Limited Partnership, an Illinois limited
partnership
Proration Date: 12:01 am, Thursday, December 18,1997
Closing (Funding) Date: Thursday, December 18, 1997
Credit Credit
Purchaser Seller
--------- ------
Purchase Price (Real Property) 8,026,250.00
Purchase Price (Intangible Property 1,428,750.00
Purchase Price (Personal Property) 70,000.00
TOTAL PURCHASE PRICE 9,525,000.00
ERNEST MONEY (held by Commonwealth Land Title
Insurance Company - Chicago, IL) (See Note 1) 100,000.00
INTEREST ON EARNEST MONEY POC
(See Note 1)
NET PRORATIONS
(See Schedule A) 83,253.75
CREDIT LEXIS CHARGES 672.00
RENT-READY CREDIT
(See Schedule B) 3,825.00
------------- -------------
SUBTOTALS 187,750.75 9,525,000.00
CASH AMOUNT DUE TO SELLER 9,337,249.25
------------- -------------
TOTAL CREDITS 9,525,000.00 9,525,000.00
============= =============
<PAGE>
MEADOWS ON THE LAKE - SHELBY COUNTY, AL
SOURCES AND USES STATEMENT
PURCHASER'S SOURCES & USES:
---------------------------
CASH AMOUNT DUE SELLER 9,337,249.25
-------------
ADDITIONAL CASH OUTLAYS BY PURCHASER:
(Survey Fees) 0.00
(Engineering) 0.00
(Environmental) 0.00
(Termite) 0.00
-------------
PURCHASER'S CLOSING COSTS 0.00
-------------
CASH REQUIRED BY PURCHASER 9,337,249.25
AMOUNT TO BE WIRE TRANSFERRED BY PURCHASER 9,337,249.25
================
SELLER'S SOURCES & USES:
------------------------
ERNEST MONEY (held by Commonwealth Land Title Insurance
Company - Chicago, IL 100,000.00
CASH AMOUNT DUE SELLER 9,337,249.25
--------------
TOTAL SELELR'S SOURCES 9,437,249.25
--------------
ITEMS PAYABLE FROM SELER'S PROCEEDS AT CLOSING:
COMMONWEALTH LAND TITLE INSURANCE COMPANY
Title Insurance 6,528.00
Closing Fee 250.00
Estimated Recording Reserve 75.00
Recording tax 9,725.00
------------
16,578.00
SOUTHTRUST BANK (Loan Payoff)
Principal 4,704,381.11
Interest 13,502.75
------------
4,717,883.86
REYNOLDS & RAWSON, INC. (Survey) 2,900.00
DANIEL REALTY SERVICES (Brokerage Commission) 285,750.00
BRADLEY, ARANT, ROSE & WHITE LLP (Attorney Fees) 4,750.00
-------------
TOTAL CASH OUTLAY BY SELLER 5,027,861.86
-------------
BALANCE TO SELLER 4,409,387.39
=============
