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 27, 1996
PaineWebber Growth Partners Three L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-15035 04-2882258
(State or other jurisdiction) (Commission (IRS Employer
of incorporation File Number) Identification No.)
265 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-8118
(Former name or address, if changed since last report)
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER GROWTH PARTNERS THREE L.P.
ITEM 2 - Disposition of Assets
Summerwind Apartments, Clayton County, Georgia
Disposition Date - December 27, 1996
On December 27, 1996, Tara Associates, Ltd., a joint venture (the "Venture")
in which PaineWebber Growth Partners Three L. P. ("the Partnership") has an
interest, sold the property known as the Summerwind Apartments, located in
Jonesboro, Georgia, to an unrelated third party, Summerwind Associates, L.P., a
Delaware limited partnership and designee to acquire title to the property for
CMS Entrepreneurial Real Estate Fund, L.P. The sales price was $550,000 plus the
assumption of the outstanding principal balance of the bonds secured by the
property of $8,330,000. The Partnership received net proceeds of approximately
$319,000 after deducting closing costs and other credits to the buyer. As a
result of the sale of the operating property owned by the Summerwind joint
venture, the Partnership has one remaining joint venture investment, the
Woodchase Apartments. Management of the Partnership is currently evaluating a
potential liquidation of the Partnership which could be accomplished during
calendar 1997. There are no assurances, however, that the disposition of the
Partnership's remaining asset will be accomplished within this time frame.
ITEM 7 - Financial Statements and Exhibits
(a) Financial Statements: None
(b) Exhibits:
(10.1) Closing Agreement by and among PaineWebber Growth Partners
Three, L.P., Tara Associates, Ltd., CMS Entrepreneurial Real
Estate Fund, L.P., and Summerwind Associates, L.P., dated
December 27, 1996.
(10.2) Assumption Agreement by and among Tara Associates, Ltd,
Housing Authority of Clayton County, Georgia, The Bank of New
York, Amsouth Bank of Florida and Amsouth Bank, N.A., dated
December 1, 1996.
(10.3) Closing Statement between Summerwind Properties, L.P. and
Tara Associates, Ltd, dated December 27, 1996.
(10.4) Limited Warranty Deed between Tara Associates, Ltd and
Summerwind Properties, L.P., dated December 27, 1996.
<PAGE>
FORM 8-K
CURRENT REPORT
PAINEWEBBER GROWTH PARTNERS THREE L.P.
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 GROWTH PARTNERS THREE L.P.
(Registrant)
By: /s/ Walter V. Arnold
---------------------
Walter V. Arnold
Senior Vice President and
Chief Financial Officer
Date: January 21, 1997
<PAGE>
CLOSING AGREEMENT
THIS CLOSING AGREEMENT is entered into this 27th day of December, 1996 by
and among PAINEWEBBER GROWTH PARTNERS THREE, L.P. ("PW"), TARA ASSOCIATES, LTD.,
a Georgia limited partnership ("Tara" or "Seller"), CMS ENTREPRENEURIAL REAL
ESTATE FUND, L.P. ("CMS"), and SUMMERWIND ASSOCIATES, L.P., a Delaware limited
partnership ("Buyer").
R E C I T A L S:
A. PW and CMS are parties to that certain Purchase Agreement dated October
10, 1996 ("Purchase Agreement") with respect to the sale and transfer of PW's
general partnership interest in Tara whose sole asset is a multifamily housing
project located in Clayton County, Georgia commonly known as "Summerwind
Apartments," as more particularly described on Exhibit A attached hereto and
made a part hereof (the "Property").
B. PW and CMS have determined to convert the transaction contemplated by
the Purchase Agreement from the transfer of a general partnership interest in
Tara to the conveyance of the Property from Tara to Buyer, as CMS' designee.
C. The parties desire to memorialize their respective understandings
and agreements with respect to the conveyance of the Property as hereinafter
set forth.
NOW, THEREFORE, in consideration of the respective promises contained in
this Agreement, the parties do hereby agree as follows:
1. Purchase Price/Closing Date. The Purchase Price for the purchase
of the Property shall be the sum of the following:
(a) $50,000 Earnest Money Deposit being held by Calloway and
Ramsey shall be released to Seller at closing;
(b) Five Hundred Thousand Dollars ($500,000) in cash paid at
closing, less a credit in the amount of Eighty Thousand Dollars ($80,000) to be
allocated to Buyer on the closing statement;
(c) Assumption of the outstanding principal balance of the Bonds
(hereinafter defined), and of all agreements in connection therewith.
The Closing Date shall be December 27, 1996.
2. Conveyance Documents. CMS hereby appoints Buyer as its designee to
acquire title to the Property. The conveyance of the Property from Seller to
Buyer shall be accomplished by execution and delivery of the following
documents, the form and substance of which have been approved by Seller and
Buyer and their respective counsel:
(a) Limited Warranty Deed from Seller to Buyer;
(b) Bill of Sale from Seller to Buyer;
(c) Assignment of Leases and Assumption Agreement between Buyer
and Seller; and
(d) Assignment of Contracts and Other Intangible Property and
Assumption Agreement between Buyer and Seller.
3. Release Documents. The following documents relating to the acquisition
by Buyer of Seller's interest in the Property and release of Seller with respect
to its obligations under Housing Authority of Clayton County ("Issuer")
Multifamily Housing Refunding Revenue Bonds (Summerwind Project) Series 1989
(the "Bonds") and related Bond documents, as well as under that certain Loan
Agreement, dated as of November 1, 1989 among Seller, Issuer and AmSouth Bank of
Florida ("Lender"), and related loan documents, shall be delivered at closing:
(a) Assumption Agreement among Seller, Buyer, Issuer, Bank of New
York, Lender and AmSouth Bank, N.A., the form and substance of which has been
approved by Buyer and Seller and their respective counsel;
(b) Resolution of the Issuer;
(c) Opinion of Bond Counsel;
(d) Such other documents as may be required by the terms of the
Assumption Agreement; and
(e) Amendments to UCC financing statement to reflect the change in
the debtor from Seller to Buyer.
4. Pro-rations/Closing Costs. Rents, real estate taxes and assessments,
water and sewer rents, and other items typically prorated in real estate
transactions of this nature shall be prorated between Buyer and Seller as of the
Closing Date. In addition to the allocation of closing costs set forth in
Section 4(c) of the Purchase Agreement, Seller shall pay any real estate
transfer taxes, and Buyer shall pay any costs associated with its title
insurance.
5. Other Required Documents. Seller shall execute an owner's affidavit and
other documents typically required of sellers of real estate by a title company
to issue an owner's policy in favor of Buyer. Seller shall also execute a
certificate of non-foreign status and an affidavit of Seller's residence and a
brokerage affidavit.
6. Survival. Notwithstanding any provision to the contrary contained in
the Purchase Agreement the following provisions of the Purchase Agreement shall
survive closing without time limit other than applicable statute of limitations,
otherwise the provisions of the Purchase Agreement shall not survive closing:
Section 6.a(6), Section 7 and Sections 8.a., b., d., e., h (other clauses (11)
and (12) of 8.h.), k., l., m., n., and q.
7. Further Assurances. Each party will, if requested by another party,
cause to be executed, acknowledged or delivered any and all such further
instruments and documents as may be necessary or proper, in the reasonable
opinion of the requesting party, in order to carry out the purposes of this
Agreement, as long as the party of whom the request is made does not incur any
expense or additional liability in connection with such further instruments or
documents.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date and year first above written.
"PW"
PAINEWEBBER GROWTH PARTNERS THREE, L.P.
By: Third PW Growth Properties, Inc.
By:/s/ Richard S. Coomber
----------------------
"SELLER"
TARA ASSOCIATES, LTD.
By: PaineWebber Growth Partners Three, L.P.
By: Third PW Growth Properties, Inc.
By::/s/ Richard S. Coomber
----------------------
"CMS"
CMS ENTREPRENEURIAL REAL ESTATE FUND, L.P.
By: CMS Entrepreneurial Associates, L.P.
By: MSPS Entrepreneurial, Inc.
By:/s/ Ingrid R. Welch
-------------------
"BUYER"
SUMMERWIND ASSOCIATES, L.P.
By: MSPS Summerwind, Inc.
By:/s/ Ingrid R. Welch
----------------------
<PAGE>
Exhibit A
ASSUMPTION AGREEMENT
By and Among
TARA ASSOCIATES, LTD.,
SUMMERWIND PROPERTIES, L.P.,
HOUSING AUTHORITY OF CLAYTON COUNTY, GEORGIA,
THE BANK OF NEW YORK,
AMSOUTH BANK OF FLORIDA,
and
AMSOUTH BANK, N.A.
Dated as of December 1, 1996
$8,330,000
Housing Authority of Clayton County, Georgia
Multifamily Housing Refunding Revenue Bonds
(Summerwind Project)
Series 1989
<PAGE>
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT (this "Agreement") is made as of the 27th day of
December, 1996 by and among TARA ASSOCIATES, LTD., a Georgia limited partnership
("Assignor"), SUMMERWIND PROPERTIES, L.P., a Delaware limited partnership,
("Assignee"), the HOUSING AUTHORITY OF CLAYTON COUNTY, GEORGIA (the "Issuer"),
THE BANK OF NEW YORK, as agent for NationsBank, N.A. (South) (formerly known as
NationsBank of Georgia, National Association and successor to The Citizens and
Southern Trust Company (Georgia), National Association), as trustee (the
"Trustee"), AMSOUTH BANK OF FLORIDA (the "Lender") and AMSOUTH BANK, N.A. (the
"Credit Facility Obligor").
W I T N E S S E T H:
WHEREAS, the Issuer issued its $8,330,000 Housing Authority of Clayton
County, Georgia, Multifamily Housing Refunding Revenue Bonds (Summerwind
Project), Series 1989 (the "Bonds") pursuant to the terms of a certain Trust
Indenture dated as of November 1, 1989 made by and between the Issuer and the
Trustee (the "Indenture"); and
WHEREAS, pursuant to the terms of a Loan Agreement dated as of November 1,
1989 made by and between the Issuer, the Lender and the Assignor (the
"Agreement"), the Issuer loaned the proceeds of the Bonds to the Lender and the
Lender loaned such proceeds to the Owner for the purpose of refunding the
Issuer's Housing Authority of Clayton County, Georgia, Collateralized
Loan-to-Lender Housing Revenue Bonds, 1983 Series A, in the aggregate principal
amount of $8,330,000 (the "1983 Bonds"), the proceeds of which were used to
finance a certain multifamily housing rental facility located in Clayton County,
Georgia; and
WHEREAS, the payment of principal and interest on the Bonds is currently
secured by a letter of credit dated March 15, 1990 (the "Letter of Credit")
issued by the Credit Facility Obligor to the Trustee pursuant to a Loan and
Reimbursement Agreement, dated as of March 1, 1990 (the "Reimbursement
Agreement") between the Lender, Credit Facility Obligor and the Assignor; and
WHEREAS, to secure the performance of the Owner's obligations, inter alia,
under the Reimbursement Agreement, a certain Deed to Secure Debt and Security
Agreement and a certain Assignment of Leases and Rents were made and entered
into, both as of March 1, 1990 (collectively, the "Mortgage") by the Owner for
the benefit of the Lender; and
WHEREAS, in connection with the issuance of the Bonds, the Assignor, the
Trustee and the Issuer entered into a Land Use Restriction Agreement, dated as
of November 1, 1989 (the "Land Use Restrictions") in order to ensure compliance
with certain requirements necessary to maintain the exemption from federal
income taxation of interest on the Bonds; and
WHEREAS, it is the desire of the Assignee to acquire all of the
Assignor's interest in the Project; and
WHEREAS, as a condition to the Assignee's acquisition of the Assignor's
interest in the Project, the Assignee is required to obtain the prior written
consent of the Issuer, the Trustee, the Lender and the Credit Facility Obligor;
and
WHEREAS, as a further condition to the Assignee's acquisition of the
Assignor's interest in the Project, the Issuer, the Trustee and the Credit
Facility Obligor shall have first received an opinion of Bond Counsel that the
transaction as contemplated and as carried out will not adversely affect the tax
exempt status of the Bonds; and
WHEREAS, as a further condition to the Assignee's acquisition of the
Assignor's interest in the Project, the Assignee is required to assume all of
Assignors' obligations under certain documents executed by the Assignee in
connection with the issuance of the Bonds, a list of which documents is attached
in Exhibit A hereto and are collectively referred to herein as the "Basic Loan
Documents;" and
WHEREAS, the Issuer, the Trustee and the Credit Facility Obligor have
received the opinion of Hunton & Williams, Atlanta, Georgia, that such
acquisition of the Assignor's interest in the Project will not, in and of
itself, affect the tax-exempt status of the interest on the Bonds; and
WHEREAS, upon the Assignee's acquisition of the Assignor's interest in the
Project and the execution of this Agreement, all of the Assignor's rights,
remedies and powers under the Basic Loan Documents will run to the benefit of
the Assignee.
NOW THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Assignee hereby unconditionally assumes all of the duties and
obligations of the Assignor under the Basic Loan Documents existing from and
after the date hereof, including all the Assignor's payment obligations and
performance obligations arising from and after the date hereof, but subject in
all respects to the non-recourse provisions set forth in the Basic Loan
Documents. Assignee specifically and unconditionally covenants that it will
continue to fully comply with all of the duties and obligations imposed under
the Agreement and the Land Use Restrictions concerning the operation and
disposition of the Project during the term of the Occupancy Restrictions and the
term of the Rental Restrictions (each as defined in the Land Use Restrictions).
2. Upon Assignee's assumption of all of the obligations of the Assignor
under the Basic Loan Documents, the Assignor shall be, and hereby is, released
therefrom, except for those obligations relating to events or circumstances
occurring or existing prior to the date hereof, for which the Assignor is
responsible. On and after the date hereof, wherever in the Basic Loan Documents
the term "Developer" or "Owner" is used, it shall be deemed to refer to the
Assignee.
3. The Issuer hereby consents to the Assignee's acquisition of
the Assignor's interest in the Project and to the terms of this Agreement.
4. The Trustee hereby consents to the Assignee's acquisition
of the Assignor's interest in the Project and to the terms of this Agreement.
5. The Credit Facility Obligor and the Lender hereby consent
to the Assignee's acquisition of the Assignor's interest in the Project and
to the terms of this Agreement.
6. This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute one and
the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Assumption Agreement to
be executed by their duly authorized representatives as of the date first above
written.
ASSIGNOR:
TARA ASSOCIATES, LTD.
By:/s/ Richard S. Coomber
----------------------
Title: Vice President
<PAGE>
ASSIGNEE:
SUMMERWIND PROPERTIES, L.P.
By: MSPS Summerwind, Inc.,
its General Partner
By: /s/ Ingrid R. Welch
-------------------
Title: Vice President
<PAGE>
ISSUER:
HOUSING AUTHORITY OF CLAYTON
COUNTY, GEORGIA
By:/s/ William B. Tamerillo
----------------------
Title: Chairman
<PAGE>
TRUSTEE:
THE BANK OF NEW YORK
By:/s/ Elizabeth E. Walsh
----------------------
Title: Agent
<PAGE>
LENDER:
AMSOUTH BANK OF FLORIDA
By: /s/ Robert I. Hart
----------------------
Title: Vice President
<PAGE>
CREDIT FACILITY OBLIGOR:
AMSOUTH BANK OF ALABAMA (formerly
AmSouth Bank N.A.)
By: /s/ H. R. Bern
----------------------
Title: Senior Vice President
<PAGE>
CLOSING STATEMENT
PURCHASER: SUMMERWIND PROPERTIES, L.P., a Delaware limited
partnership
SELLER: TARA ASSOCIATES, LTD., a Georgia limited partnership
CLOSING DATE: DECEMBER 27, 1996
PROPERTY: SUMMERWIND APARTMENTS, CLAYTON COUNTY, GEORGIA
*****************************************************************************
PURCHASE PRICE $8,880,000.00
LESS BOND DEBT ASSUMED ($8,330,000.00)
CASH PURCHASE PRICE $550,000.00
LESS CREDITS TO PURCHASER
1. Purchaser's share of December rents and ($19,742.25)
other income received by Seller (See
Note 4)
2. Prepaid Rent (See Note 6) ($1,225.00)
3. Seller's share of accrued interest - ($21,006.02)
bond debt (See Note 8)
4. Seller's share of letter of credit fee ($5,822.05)
(See Note 8)
5. Seller's share of mortgage loan fee ($2,911.02)
(See Note 8)
6. Seller's share of Trustee's annual fee ($2,464.77)
(See Note 8)
7. Credit for deferred maintenance ($80,000.00)
TOTAL CREDITS TO PURCHASER ($133,171.11)
<PAGE>
PLUS CREDITS TO SELLER
1. Purchaser's share of 1996 Taxes $1,287.95
($257.59 per day x 5 days) See Note 3
2. Purchaser's share of payments under $1,140.15
assumed contracts (See Note 5)
3. Purchaser's share of remarketing fee $289.24
(See Note 8)
TOTAL CREDITS TO SELLER $2,717.34
ADJUSTED CASH PURCHASE PRICE $419,546.23
==============================================================================
ADJUSTED CASH PURCHASE PRICE $419,546.23
LESS SELLER'S EXPENSES
1. To Clerk, Superior Court of Clayton ($550.00)
County for Transfer Tax
2. To AmSouth Bank of Alabama for ($43,053.87)
outstanding unpaid loan/letter of
credit fees
3. To Housing Authority of Clayton ($56,482.03)
County, Georgia for outstanding
unpaid annual fees (3/15/90 to
12/27/96)
TOTAL SELLER'S EXPENSES ($100,085.90)
NET CASH DUE SELLER $319,460.33
- ------------------------------------------------------------------------------
ADJUSTED CASH PURCHASE PRICE $419,546.23
LESS EARNEST MONEY ($50,000.00)
<PAGE>
PLUS PURCHASER'S EXPENSES AND
DISBURSEMENTS:
1. To Carl M. Maddox for survey cost ($1,500.00)
2. To Wilmer Engineering, Inc. for ($2,732.44)
environmental cost
3. To Ramsay & Calloway Title Services, ($25.00)
Inc. for estimated Recording Fees
4. To Ramsay & Calloway Title Services, ($8,095.00)
Inc. for title insurance premium and
fees
5. The Bank of New York for accrued ($3,000.00)
annual fees ($2,500) and
document/set up fee ($500)
6. To Morris, Manning & Martin, L.L.P. ($40,000.00)
for Purchaser's attorney's fees
(est.)
7. To Housing Authority of Clayton ($1,000.00)
County for documentation fee
8. To Hunton & Williams for bond
counsel fees ($6,000.00)
9. To Maynard, Cooper & Gale for
AmSouth's fees (P.O.C.)
10. To AmSouth Bank of Florida for $500,000.00
Cash Collateral Reserve
11. To AmSouth Bank of Florida for $300,000.00
Cash Rehab Reserve
TOTAL PURCHASER'S EXPENSES AND
DISBURSEMENTS $862,352.44
NET CASH DUE FROM PURCHASER $1,231,898.67
<PAGE>
- --------------------------------------------------------------------------------
NOTES TO CLOSING STATEMENT
- --------------------------------------------------------------------------------
1. Prorations. All prorations have been made as of midnight, December 26,
1996.
2. Security Deposits. Seller hereby directs Lane Company to transfer all
security deposits from tenants at the Property to Purchaser's account
totaling $10,248.00 (as per rent roll dated December 16, 1996) .
Accordingly, Purchaser will not receive any credit for such security
deposits in this Closing Statement.
3. Tax Proration. The 1996 real property and personal property ad valorem
taxes have been prorated based upon the actual 1996 bills for the Property
which have been paid by Seller in the amounts of $93,931.12 (real estate)
and $90.77 (personal property) for a total amount of $94,021.89. Seller is
charged with 360 days of ownership of the Property and Purchaser is charged
with 5 days of ownership of the Property.
4. Rents. As of midnight December 26, 1996, Seller has collected tenant
-----
rents and other income for the month of December, 1996, in the amount of
$121,183.00 as reflected on the Schedule 2 attached hereto and by this
----------
reference made a part hereof. Purchaser has received a credit for 5/31st
of full month rentals and a proportionate to share of partial month
rentals (move-ins). All delinquent and unpaid rent for the months prior
to December, 1996, shall be paid to Seller if and when received by
Purchaser after Closing to the extent it relates to the period prior to
Closing, and shall not be prorated at Closing; provided such rentals
shall first be applied to the payment of current rentals to the extent
they have accrued and then to the payment of delinquent rentals, if any.
It is acknowledged by Seller that Purchaser is under no obligation to
collect such delinquent rents.
5. Service Contracts. Purchaser has assumed certain service contracts related
to the Property and the management agreement with Lane Company, a complete
list of which is attached hereto as Schedule 3. Seller has paid all
contracts in full for December. Purchaser's share of payments due
thereunder is $1,140.15.
6. Prepaid Rent. Seller has received rent totaling $1,225.00 pertaining to
January, 1997 and later months. Seller has retained such sums and
provided Purchaser a credit in the amount of $1,225.00.
7. Earnest Money. Earnest money in the amount of $50,000.00 has been deposited
by Purchaser with Ramsay & Calloway Title Services, Inc. ("Disbursing
Agent") and Disbursing Agent is authorized and directed to pay such earnest
money to Seller as part of Net Cash Due Seller and to pay all interest
earned thereon to Purchaser.
8. Proration of Interest, Fees. The proration of accrued interest and fees
as set forth above has been calculated in accordance with Schedule 1
attached hereto and incorporated herein by this reference.
9. Errors or Omissions. Seller and Purchaser agree to adjust between
themselves after Closing any errors or omissions in the proration or
adjustments set forth in the Closing Statement.
10. Disbursements. Purchaser and Seller hereby authorize Disbursing Agent to
disburse the Net Cash Due Seller in accordance with the wiring instructions
set forth below and to make the other disbursements in accordance with this
Closing. The undersigned, and each of them, indemnify and hold harmless
Disbursing Agent from any action taken in good faith to disburse and pay
over such funds in accordance herewith
Wiring Instructions for Sellers Account:
State Street Bank ABA #011000028
DDA# 9243-5882
PaineWebber Growth Properties Three Limited Partnership
12. Counterparts. This Closing Statement may be executed in multiple
counterparts, each of which shall be deemed an original and shall be
deemed delivered upon Seller's and Purchaser's receipt of facsimile
copies of such executed counterparts.
[signatures begin on the next page]
<PAGE>
Read and agreed to this 27th day of December, 1996.
SELLER:
TARA ASSOCIATES, LTD., a Georgia
limited partnership
By: PaineWebber Growth Partners
Three, L.P., its general partner
By: Third PW Growth Properties,
Inc., managing partner
By:/s/ Richard Coomber
----------------------
Richard Coomber,
Vice President
[CORPORATE SEAL]
<PAGE>
PURCHASER
SUMMERWIND PROPERTIES, L.P., a
Delaware limited partnership
By: MSPS Summerwind, Inc., a
Delaware corporation, its general
partner
By:/s/ Ingrid R. Welch
----------------------
Name: Ingrid R. Welch
Title: Vice President
[CORPORATE SEAL]
<PAGE>
- ------------------------------------------------------------------------------
SCHEDULE 1
- ------------------------------------------------------------------------------
Summary of
Prorations for Interest
and Fees
1. Accrued Interest on Bond Debt paid monthly in arrears on
the first of each month.
Seller's Share (December 1 through December 26) = ($21,006.02)
2. Remarketing Fee (0.250% annual fee [$20,825.00] - paid quarterly in advance
on January 1, April 1, July 1 and October 1)
$289.24
Purchaser's Share (December 27 through December 31) =
3. Trustee's Fee (.04% annual fee [$3,332.00] - paid annually
in arrears on April 1)
Seller's Share - 270 days (April 1 through December 26) = ($2,464.77)
4. Issuer's Fee (one-tenth of one percent (.1%)[$8,330.00] paid
annually in arrears on March 15)
Seller's Share (March 15, 1990 through December 26, 1996) = ($56,482.03)
5. Letter of Credit fee ($6,941.67 monthly in arrears on the
first day of each month)
Seller's Share (December 1 through December 26) = ($5,822.05)
6. Mortgage Loan fee ($3,470.83 monthly) in arrears on the
first day of each month.
Seller's Share (December 1 through December 26) = ($2,911.02)
<PAGE>
AFTER RECORDING RETURN TO:
S. Marcus Calloway, Esquire
Ramsay & Calloway
Suite 400
56 Perimeter Center East, N.E.
Atlanta, Georgia 30346
LIMITED WARRANTY DEED
THIS DEED is made the 27th day of December, 1996, between TARA ASSOCIATES,
LTD., ("Grantor"), a Georgia limited partnership, and SUMMERWIND PROPERTIES,
L.P., a Delaware limited partnership ("Grantee") (the words "Grantor" and
"Grantee" to include their respective heirs, successors and assigns where the
context requires or permits).
WITNESSETH that Grantor, for and in consideration of Ten and No/100
($10.00) Dollars in hand paid at and before the sealing and delivery of these
presents, the receipt and sufficiency of which are hereby acknowledged, has
granted, bargained, sold, aliened, conveyed and confirmed, and by these presents
does grant, bargain, sell, alien, convey and confirm unto Grantee the following
property (the "Property"):
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 174 of the
13th District, Clayton County, Georgia and being more particularly
described in Exhibit "A" attached hereto and incorporated by this
reference herein; TOGETHER with any and all easements, rights-of-way,
appurtenances, or rights appertaining or in anywise belonging thereto;
including, without limitation, any portion of the Property lying within
the right-of-way of any publicly dedicated street, roadway or alleyway;
and TOGETHER with any and all improvements, structures or fixtures located
therein or thereon.
TO HAVE AND TO HOLD the Property with all and singular the rights, members
and appurtenances thereof, to the same being, belonging, or in anywise
appertaining, to the proper use, benefit and behoof of Grantee, subject only to
those matters set forth in Exhibit "B" attached hereto and by this reference
incorporated herein, forever in FEE SIMPLE.
AND Grantor will warrant and forever defend the right and title to the
Property unto Grantee against the claims of those persons claiming by, through
or under Grantor only, but no others.
By acceptance of this deed Grantee acknowledges and confirms that the
Property is subject to all requirements and restrictions contained in that
certain Land Use Restriction Agreement by and among the Housing Authority of
Clayton County, Citizens and Southern Trust Company (Georgia) National
Association, Atlanta, Georgia and Grantor, dated as of November 1, 1989 recorded
in Deed Book 1620, page 821, Clayton County, Georgia records.
Grantee has assumed Grantor's duties and obligations under those documents
listed under numbers 13, 14 and 15 of Exhibit "B," pursuant to an Assumption
Agreement dated December 27, 1996, which assumption is expressly subject to the
limitatations set forth therein.
<PAGE>
IN WITNESS WHEREOF, Grantor has caused this Deed to be executed and
delivered under seal as of the date first written above.
GRANTOR:
Signed, sealed and delivered in the
presence of: TARA ASSOCIATES, LTD., a Georgia
limited partnership
/s/ Maureen McCarthy
- --------------------
Unofficial Witness By: PaineWebber Growth Partners Three,
L.P., general partner
/s/ Cynthia L. Proctor
- ----------------------
Notary Public By: Third PW Growth Properties,
Inc., managing partner
My commission expires: 3/11/99
By:/s/ Richard S. Coomber
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Richard Coomber, Vice
[NOTARIAL SEAL] President
[CORPORATE SEAL]
<PAGE>
EXHIBIT "A"
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 174 of the 13th
District of Clayton County, Georgia, and being more particularly described as
follows:
TO FIND THE POINT OF BEGINNING, begin with a point located at the intersection
of the northern land lot line of Land Lot 174 and the western right-of-way of
Tara Boulevard (a 190 foot right-of-way) running thence southerly along said
western right-of-way of Tara Boulevard 36.37 feet to a point and the TRUE POINT
OF BEGINNING; running thence southerly along said western right-of-way of Tara
Boulevard south 03 degrees 10 minutes 00 seconds east a distance of 100.00 feet
to a point; running thence southerly along said western right-of-way of Tara
Boulevard south 01 degrees 43 minutes 00 seconds east a distance of 90.00 feet
to a point; running thence southerly along said western right-of-way of Tara
Boulevard south 01 degrees 43 minutes 00 seconds east a distance of 10.0 feet to
a point; running thence southerly along said western right-of-way of Tara
Boulevard south 00 degrees 53 minutes 00 seconds east a distance of 50.00 feet
to a point; thence leaving said right-of-way running thence south 89 degrees 07
minutes 00 seconds west a distance of 63.26 feet to a point; running thence
along an arc of a curve to the left with a radius of 547.98 feet an arc distance
of 183.31 feet to a point (which arc is subtended by the chord south 72 degrees
32 minutes 20 seconds west a chord distance of 182.46 feet to a point); running
thence south 69 degrees 57 minutes 00 seconds west a distance of 92.33 feet to a
point; running thence south 01 degrees 00 minutes 00 seconds east a distance of
190.00 feet to a point; running thence south 89 degrees 00 minutes 00 seconds
west a distance of 1420.00 feet to a point; running thence north 01 degrees 00
minutes 00 seconds west a distance of 430.00 feet to a point; running thence
north 62 degrees 57 minutes 48 seconds east a distance of 324.73 feet to a
point; running thence north 89 degrees 08 minutes 11 seconds east a distance of
398.05 feet to a point; running thence south 78 degrees 05 minutes 06 seconds
east a distance of 320.66 feet to a point; running thence north 89 degrees 00
minutes 00 seconds east a distance of 265.03 feet to a point; running thence
north 89 degrees 00 minutes 00 seconds east a distance of 478.19 feet to a point
and the TRUE POINT OF BEGINNING, all that shown on that As-Built Survey for Tara
Associates, Ltd., CMS Entrepreneurial Real Estate Fund, L.P., and Chicago Title
Insurance Company, prepared by Carl M. Maddox, GRLS No. 1727, dated January 21,
1985, last revised November 7, 1996.
<PAGE>
SCHEDULE "B"
PERMITTED ENCUMBRANCES
1. Taxes for the year 1997 and subsequent years which are not yet due and
payable. 2. Drainage easements contained in the Right-of-Way Deed from
R.F. Cooper to State Highway Board of Georgia, dated March 31, 1937, filed
May 2, 1939, recorded in Deed Book 33, Page 507, Clayton County, Georgia
records. 3. Easement from R.F. Cooper to Southern Bell Telephone and
Telegraph Company, dated April 27, 1938, filed June 24, 1938, recorded in
Deed Book 32, Page 451, aforesaid records. 4. Easement from W.S. Eubanks
to Southern Bell Telephone and Telegraph Company, dated April 29, 1938,
filed June 24, 1938, recorded in Deed Book 32, Page 452, aforesaid
records. 5. Drainage easement contained in that Right-of-Way Deed from
W.S. Eubanks to State Highway Board of Georgia, undated, filed May 2,
1939, recorded in Deed Book 33, Page 421, aforesaid records. 6. Drainage
easement contained in that Right-of-Way Deed from C.A. McKown to State
Highway Department of Georgia, dated November 29, 1952, filed January 22,
1953, recorded in Deed Book 101, page 80, aforesaid records. 7. Easement
from J.D. Seay to Georgia Power Company, dated June 25, 1963, filed August
3, 1963, recorded in Deed Book 313, Page 441, aforesaid records. 8.
Easements attempted to be reserved in that Quitclaim Deed from Tara
Associates, Ltd., a Georgia limited partnership, to George H. Lane, III,
dated October 3, 1985, filed October 4, 1985, recorded in Deed Book 1246,
Page 565, aforesaid records. 9. Memorandum of Monitoring Services
Agreement by and between Tara Associates, Ltd., a Georgia limited
partnership, and Datavision, Inc., a Michigan corporation, dated August
28, 1984, filed January 18, 1985, recorded at Deed Book 1199, Page 220,
aforesaid Records. 10. Sewer Easement from C.A. McKown to Clayton County
Water Authority, dated March 11, 1965, filed February 16, 1965, recorded
in Deed Book 383, Page 493, aforesaid records. 11. Land Use Restriction
Agreement by and among Tara Associates, Ltd., Citizens and Southern Trust
Company (Georgia), National Association, and the Housing Authority of
Clayton County, Georgia, dated November 1, 1989, filed on March 15, 1990
as recorded in Deed Book 1620, Page 821, aforesaid records. 12. Those
matters as disclosed by that certain survey entitled "As-Built for Tara
Associates, Ltd., CMS Entrepreneurial Real Estate Fund, L.P., and Chicago
Title Insurance Company", prepared by Carl Maddox, bearing the seal and
certification of Carl M. Maddox, Georgia Registered Land Surveyor No.
1727, dated January 21, 1985, last revised November 7, 1996, as follows:
a. Detention Pond with chain link fence located across the western
boundary line of subject property;
b. Sanitary sewer line crossing the western and northerly boundary
lines of subject property;
c. Three (3) fifteen (15") corrugated metal pipes crossing the
northerly boundary line of subject property; and
d. Driveway crossing the northerly boundary line of subject property.
13. Deed to Secure Debt and Security Agreement dated March 1, 1990
made by Tara Associates, Ltd. in favor of AmSouth Bank of Florida
recorded at Deed Book 1620, Page 850, aforesaid records.
14. Assignment of Leases and Rents dated March 1, 1990 made by Tara
Associates, Ltd., in favor of AmSouth Bank of Florida recorded at Deed
Book 1620, Page 878, aforesaid records.
15. UCC-1 Financing Statement No. 31-1995-6058 between Tara
Associates, Ltd., as Debtor, and AmSouth Bank of Florida, as Secured
Party, filed on November 1, 1995, aforesaid records.
