SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): June 19, 1995
Commission file number 1-9016
___________________________
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
Texas 1-9016 75-6335572
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6220 North Beltline Road, Suite 205
Irving, Texas 75063-2656
(Address of principal executive offices) (Zip code)
(214) 550-6053
(Registrant's telephone number, including area code)
Item 5. Other Events
On June 19, 1995, the Trust entered into a Loan Modification
Agreement (the "Agreement") modifying the applicable interest
rate and payment terms of the mortgage loan secured by the
Northview Distribution Center property in Dallas, Texas.
Effective June 1, 1995, a fixed interest rate of 8.40% replaces
the variable interest rate provided for in the original loan.
Monthly payments of principal and interest in the amount of
$17,981 begin July 1, 1995. The mortgage loan has an outstanding
principal balance of $2,238,000.
On June 19, 1995, the Trust entered into a Loan Modification
Agreement (the "Agreement") modifying the applicable interest
rate and payment terms of the mortgage loan secured by the
Tamarac Square Mall property in Denver, Colorado. Effective June
1, 1995, a fixed interest rate of 8.40% replaces the variable
interest rate provided for in the original loan. Monthly
payments of principal and interest in the amount of $97,896 begin
July 1, 1995. The mortgage loan has an outstanding principal
balance of $12,186,000.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Loan Modification Agreement dated June
19, 1995 modifying the note dated November 15,
1994 in the original principal amount of
$2,250,000
99.2 Loan Modification Agreement dated June
19, 1995 modifying the note dated November 15,
1994 in the original principal amount of
$12,250,000
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 hereunto duly authorized.
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Marc A. Simpson
Marc A. Simpson
Vice-President, Secretary and
Treasurer
DATE: June 23, 1995
EXHIBIT 99.1
LOAN MODIFICATION AGREEMENT
This LOAN MODIFICATION AGREEMENT ("Agreement") is made
and entered into this _____ day of June, 1995, by and between
Morgan Guaranty Trust Company of New York, a New York banking
corporation, acting by, through and under its authorized agent
J.P. Morgan Securities, Inc. ("Lender"), AIP Properties #2 L.P.,
a Delaware limited partnership ("Borrower"), and American
Industrial Properties REIT (hereinafter sometimes referred to as
"Guarantor").
R E C I T A L S:
A. Borrower owns fee simple title to the real property
located in Dallas County, Texas, more particularly described on
Exhibit A attached hereto, and all improvements, fixtures, and
all appurtenances thereto (collectively, the "Property").
B. To evidence and secure a loan ("Loan") from AMRESCO
Capital Corporation ("Original Lender") to Borrower, Borrower
and/or Guarantors executed and delivered to Original Lender the
following (which, together with any and all other documents
executed in connection with or pertaining to the Loan are
hereinafter collectively referred to as the "Loan Documents"):
1. Note ( the "Note") dated November 15, 1994, in the
original principal amount of $2,250,000.00, executed by
Borrower and payable to the order of Original Lender (the
indebtedness evidenced by the Note and all other
indebtedness lawfully secured by the Loan Documents are
collectively referred to as the "Indebtedness");
2. Mortgage, Deed of Trust and Security Agreement dated
November 15, 1994, recorded in Volume 94223, Page 04744, of
the Real Property Records of Dallas County, Texas ("Deed of
Trust");
3. Assignment of Leases and Rents dated November 15,
1994, and recorded in Volume 94223, Page 04798, of the Real
Property Records of Dallas County, Texas ("Assignment of
Rents");
4. Guaranty (herein so called) dated November 15, 1994,
executed by Guarantor.
C. The current final maturity date of the Note is
December 1, 2001.
D. Lender is the current owner and holder of the Note
and other Loan Documents.
E. Borrower and Lender have agreed to modify the Loan
Documents as hereinafter provided.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Lender, Borrower,
and Guarantors agree as follows:
1. Amendments to Note.
Borrower and Lender hereby agree that the
Note is amended as follows by:
a) Effective June 1, 1995, deleting in its
entirety the paragraph that reads:
"On the first day of January, 1995, and on
the first day of each calendar month thereafter up
to and including the first day of December, 2001, a
payment in an amount that would fully amortize the
Debt (hereinafter defined), both principal and
interest, at the Applicable Interest Rate as of the
first day of the month immediately preceding the
payment due date, in equal monthly installments over
a period, decreasing each month by one month and
ending on a fixed date twenty-five (25) years after
the date of this Note; provided that notwithstanding
such date, the actual Maturity Date (hereinafter
defined) shall be as provided below;"
b) and effective June 1, 1995, inserting
therefor the following:
"A constant payment of principal and interest
of $17,981.01, on the first day of each month during
the term of this Note up to and including the first
day of November, 2001; and"
c) effective June 1, 1995, deleting in its
entirety the paragraph that reads:
"The term "Applicable Interest Rate" means
from the date of this Note through and including the
Maturity Date, a rate equal to the lesser of (a) the
maximum rate permitted by applicable law, (b) eleven
and three-eights percent (11.375%) per annum (the
"Cap Rate") or (c) an adjustable rate calculated
each month by an upward adjustment to the nearest
one-eighth (1/8th) of one percent (1%) per annum of
the sum of (i) three and fifteen one-hundredths
percent (3.15%) per annum (the "Adjustable Interest
Rate Spread"), plus (ii) the 30-day LIBOR, as
defined below. As used herein, "LIBOR" or "30-Day
LIBOR" shall mean a per annum interest rate as
quoted at Telerate Page 3750 for U.S. dollar
deposits for a 30-Day period in the London interbank
market in an amount approximately equal to the
amount of the Debt. The 30-Day LIBOR used in
calculating the first monthly interest payment on
the Debt shall be 5.4375% per annum and, subject to
the limitations of subparagraphs (a) and (b) above
of this paragraph, the Applicable Interest Rate used
in calculating such first monthly interest payment
on the Debt shall be 8.5875% per annum. Subject to
the limitations of subparagraphs (a) and (b) above
of this paragraph, the Applicable Interest Rate
shall be adjusted on the day that the first interest
payment is due and on the first day of each calendar
month thereafter during the term of the Debt in
accordance with any change in the 30-Day LIBOR as of
the date two business days prior to each such
adjustment date. In the event Telerate ceases to be
available or ceases to display the 30-Day LIBOR,
Payee shall select a comparable publication or
service to determine the 30-Day LIBOR and shall
provide notice thereof to Maker. If Payee at any
time determines, in the sole but reasonable exercise
of its discretion, that it has miscalculated the
amount of the monthly payment of principal and
interest (whether because of a miscalculation of the
Applicable Interest Rate or otherwise), Payee shall
give notice to Maker of the corrected amount of such
monthly payment (and the corrected LIBOR, if
applicable) and (a) if the corrected amount of such
monthly payment represents an increase thereof, then
Maker shall, within ten (10) calendar days
thereafter, pay to Payee any sums that Maker would
have otherwise been obligated to pay to Payee had
the amount of such monthly payment not been
miscalculated, or (b) if the corrected amount of
such monthly payment represents a decrease thereof
and Maker is not otherwise in breach or default
under any of the terms and provisions of this Note
or the other Loan Documents (hereinafter defined),
then Maker shall within ten (10) calendar days
thereafter receive a credit against the Debt in an
amount equal to the sums that Maker would not have
otherwise been obligated to pay to Payee had the
amount of such monthly payment not been
miscalculated."
d) and effective June 1, 1995, by inserting
therefor the following:
"The term "Applicable Interest Rate" means
from the date of this Note through and including the
Maturity Date, a rate of eight and four tenths
percent (8.40%) per annum."
e) effective June 1, 1995, deleting on page 4
of the Note the words:
"plus, if the cost of the agreement relating
to the Cap Rate (the "Rate Cap Agreement") was
amortized and included in the Adjustable Interest
Rate Spread, then an amount sufficient to pay the
unamortized cost of the Rate Cap Agreement which
would have been paid during the remainder of the
original term of the Debt."
The new payment amount under the Note as modified hereby shall
begin with the July 1, 1995 payment. Payments which were due
under the Note on June 1, 1995 and earlier shall be unaffected by
this Agreement.
2. References in Loan Documents to the Note, the Deed of
Trust, the Assignment of Rents and the Guaranty. All references
in the Loan Documents to the Note, the Deed of Trust, the
Assignment of Rents and the Guaranty shall henceforth include
references to the Note, the Deed of Trust, the Assignment of
Rents and the Guaranty, as such documents are modified hereby.
3. Confirmation of Liens. Borrower hereby modifies and
confirms to Lender the security interests, liens and rights of
any and all security for the Note, including, without limitation,
the liens, security interests and rights set forth in the Loan
Documents, to secure payment of the Note as modified hereby.
Borrower confirms that the liens, security interests and rights
of Lender under the Deed of Trust and other Loan Documents are
valid and subsisting liens, security interests and rights against
the properties described therein. Borrower confirms that this
modification of the Note and other Loan Documents shall in no
manner affect or impair any of the liens, security interests or
rights securing payment of the Loan, and that of those liens,
security interests and rights are not and shall not in any manner
be waived, the purpose of this instrument being, in part, to
ratify and confirm all of those liens, security interests and
rights. Lender shall have the right to exercise all rights and
remedies of Lender under the Loan Documents and under applicable
law upon the occurrence of any default or event of default under
any of the Loan Documents and under any and all existing or
future amendments or modifications to any of the Loan Documents
or to the terms thereof.
4. Representations, Warranties, Covenants and Agreements
of Borrower. Borrower represents, warrants, covenants and agrees
with Lender as follows: (a) the information set forth in the
recitals of this Agreement (other than D.) are true and correct
in all respects; (b) the representations and warranties of
Borrower as set forth in the Loan Documents are true and correct
as of the date hereof, except to the extent that such
representations and warranties relate solely to an earlier date;
and (c) Borrower hereby confirms all covenants, obligations and
duties of Borrower under the Loan Documents, as modified herein.
5. Reaffirmation of Guaranty. Each Guarantor, for
valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, hereby consents to and joins in
this Agreement and hereby declares to and agrees with Lender that
the Guaranty is and shall continue in full force and effect for
the benefit of Lender with respect to all obligations arising
under the Note and Loan Documents ("Loan Document Obligations"),
as amended by this Agreement, that there are no offsets, claims
or defenses of Guarantor with respect to the Guaranty nor, to
Guarantor's knowledge, with respect to the Loan Document
Obligations, that the Guaranty is not released, diminished or
impaired in any way by this Agreement or the transactions
contemplated hereby, and that the Guaranty is hereby ratified and
confirmed in all respects. Each Guarantor acknowledges that
without this consent and reaffirmation, Lender would not execute
this Agreement or otherwise consent to its terms.
6. Continued Effect. Except to the extent amended
hereby or in connection herewith, all terms, provisions and
conditions of the Loan Documents (including, without limitation,
the Guaranty) and all documents executed in connection therewith
shall remain enforceable and binding in accordance with their
respective terms.
7. Governing Law. The terms and provisions hereof shall
be governed by and construed in accordance with the laws of the
state in which the Property is located.
8. Further Amendments. All of the terms and provisions
of the Loan Documents are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as
to conform to the amendments and modifications set forth herein.
9. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the respective heirs, successors and
assigns of the parties hereto, and each of the parties hereto
hereby represents, warrants and covenants to the other that the
persons executing this Agreement on behalf of such party have
full authority, power and authorization to execute such document
and to bind its principal.
10. NOTICE OF INVALIDITY OF ORAL AGREEMENTS. THIS
WRITTEN AGREEMENT AND ALL EXHIBITS HERETO AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
LENDER:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK,
a New York banking corporation
By:J. P. Morgan Securiti
es Inc.,
as agent
By: /s/ Spencer C. Young, III
Spencer C. Young, III
Vice President
BORROWER:
AIP PROPERTIES #2 L.P.,
a Delaware limited partnership
By: AIP NORTHVIEW, INC.,
a Texas corporation,
General Partner
By: /s/David B. Warner
David B. Warner
Vice President
GUARANTOR:
AMERICAN INDUSTRIAL PROPERTIES
REIT
By: /s/ David B. Warner
Name: David B. Warner
Title: V P
STATE OF New York
COUNTY OF New York
This instrument was acknowledged before me on the 19th
day of June, 1995, by Spencer C. Young, III, Vice President of
J.P. Morgan Securities, Inc., as agent for Morgan Guaranty Trust
Company of New York.
/s/ Jennifer M. Meiners
Notary Public Signature
(NOTARY SEAL)
STATE OF Texas
COUNTY OF Dallas
This instrument was acknowledged before me on the 16th
day of June, 1995, by David B. Warner, Vice President of AIP
Northview, Inc., a Texas corporation, the General Partner of AIP
Properties #2 L.P., a Delaware limited partnership, on behalf of
said limited partnership.
/s/ Roxanne L. Y. Lynn
Notary Public Signature
(NOTARY SEAL)
STATE OF Texas
COUNTY OF Dallas
This instrument was acknowledged before me on the 16th
day of June, 1995, by David B. Warner, Vice President of American
Industrial Properties REIT on behalf of said REIT.
/s/ Roxanne L. Y. Lynn
Notary Public Signature
(NOTARY SEAL)
After Recording Return To:
Joseph M. Osborne, Esq.
Andrews & Kurth L.L.P.
4400 Thanksgiving Tower
Dallas, Texas 75201
Exhibit A - Property Description
(NOT PROVIDED)
EXHIBIT 99.2
LOAN MODIFICATION AGREEMENT
This LOAN MODIFICATION AGREEMENT ("Agreement") is made
and entered into this ______ day of June, 1995, by and between
Morgan Guaranty Trust Company of New York, a New York banking
corporation, acting by, through and under its authorized agent
J.P. Morgan Securities, Inc. ("Lender"), AIP Properties #1 L.P.,
a Delaware limited partnership ("Borrower"), and American
Industrial Properties REIT (hereinafter sometimes referred to as
"Guarantor").
R E C I T A L S:
A. Borrower owns fee simple title to the real property
located in Denver County, Colorado, more particularly described
on Exhibit A attached hereto, and all improvements, fixtures, and
all appurtenances thereto (collectively, the "Property").
B. To evidence and secure a loan ("Loan") from AMRESCO
Capital Corporation ("Original Lender") to Borrower, Borrower
and/or Guarantors executed and delivered to Original Lender the
following (which, together with any and all other documents
executed in connection with or pertaining to the Loan are
hereinafter collectively referred to as the "Loan Documents"):
1. Note ( the "Note") dated November 15, 1994, in the
original principal amount of $12,250,000.00, executed by
Borrower and payable to the order of Original Lender (the
indebtedness evidenced by the Note and all other
indebtedness lawfully secured by the Loan Documents are
collectively referred to as the "Indebtedness");
2. Mortgage, Deed of Trust and Security Agreement dated
November 15, 1994, recorded in the Real Property Records of
Denver County, Colorado ("Deed of Trust");
3. Assignment of Leases and Rents dated November 15,
1994, and recorded in the Real Property Records of Denver
County, Colorado ("Assignment of Rents");
4. Guaranty (herein so called) dated November 15, 1994,
executed by Guarantor.
C. The current final maturity date of the Note is
December 1, 2001.
D. Lender is the current owner and holder of the Note
and other Loan Documents.
E. Borrower and Lender have agreed to modify the Loan
Documents as hereinafter provided.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Lender, Borrower,
and Guarantors agree as follows:
1. Amendments to Note.
Borrower and Lender hereby agree that the
Note is amended as follows by:
a) Effective June 1, 1995, deleting in its
entirety the paragraph that reads:
"On the first day of January, 1995, and on
the first day of each calendar month thereafter up
to and including the first day of December, 2001, a
payment in an amount that would fully amortize the
Debt (hereinafter defined), both principal and
interest, at the Applicable Interest Rate as of the
first day of the month immediately preceding the
payment due date, in equal monthly installments over
a period, decreasing each month by one month and
ending on a fixed date twenty-five (25) years after
the date of this Note; provided that notwithstanding
such date, the actual Maturity Date (hereinafter
defined) shall be as provided below;"
b) and effective June 1, 1995, inserting
therefor the following:
"A constant payment of principal and interest
of $97,896.59, on the first day of July, 1995 and on
the first day of each calendar month thereafter up
to and including the first day of November, 2001;
and"
c) effective June 1, 1995, deleting in its
entirety the paragraph that reads:
"The term "Applicable Interest Rate" means
from the date of this Note through and including the
Maturity Date, a rate equal to the lesser of (a) the
maximum rate permitted by applicable law, (b) eleven
and three-eighths percent (11.375) per annum (the
"Cap Rate") or (c) an adjustable rate calculated
each month by an upward adjustment to the nearest
one-eighth (1/8th) of one percent (1%) per annum of
the sum of (i) three and fifteen one-hundredths
percent (3.15%) per annum (the "Adjustable Interest
Rate Spread"), plus (ii) the 30-day LIBOR, as
defined below. As used herein, "LIBOR" or "30-Day
LIBOR" shall mean a per annum interest rate as
quoted at Telerate Page 3750 for U.S. dollar
deposits for a 30-Day period in the London interbank
market in an amount approximately equal to the
amount of the Debt. The 30-Day LIBOR used in
calculating the first monthly interest payment on
the Debt shall be 5.4375% per annum and, subject to
the limitations of subparagraphs (a) and (b) above
of this paragraph, the Applicable Interest Rate used
in calculating such first monthly interest payment
on the Debt shall be 8.5875% per annum. Subject to
the limitations of subparagraphs (a) and (b) above
of this paragraph, the Applicable Interest Rate
shall be adjusted on the day that the first interest
payment is due and on the first day of each calendar
month thereafter during the term of the Debt in
accordance with any change in the 30-Day LIBOR as of
the date two business days prior to each such
adjustment date. In the event Telerate ceases to be
available or ceases to display the 30-Day LIBOR,
Payee shall select a comparable publication or
service to determine the 30-Day LIBOR and shall
provide notice thereof to Maker. If Payee at any
time determines, in the sole but reasonable exercise
of its discretion, that it has miscalculated the
amount of the monthly payment of principal and
interest (whether because of a miscalculation of the
Applicable Interest Rate or otherwise), Payee shall
give notice to Maker of the corrected amount of such
monthly payment (and the corrected LIBOR, if
applicable) and (a) if the corrected amount of such
monthly payment represents an increase thereof, then
Maker shall, within ten (10) calendar days
thereafter, pay to Payee any sums that Maker would
have otherwise been obligated to pay to Payee had
the amount of such monthly payment not been
miscalculated, or (b) if the corrected amount of
such monthly payment represents a decrease thereof
and Maker is not otherwise in breach or default
under any of the terms and provisions of this Note
or the other Loan Documents (hereinafter defined),
then Maker shall within ten (10) calendar days
thereafter receive a credit against the Debt in an
amount equal to the sums that Maker would not have
otherwise been obligated to pay to Payee had the
amount of such monthly payment not been
miscalculated."
d) and effective June 1, 1995, by inserting
therefor the following:
"The term 'Applicable Interest Rate' means
from the date of this Note through and including the
Maturity Date, a rate of eight and forty one-
hundredths percent (8.40%) per annum."
e) effective June 1, 1995, deleting on page 4
of the Note the words:
"plus, if the cost of the agreement relating
to the Cap Rate (the "Rate Cap Agreement") was
amortized and included in the Adjustable Interest
Rate Spread, then an amount sufficient to pay the
unamortized cost of the Rate Cap Agreement which
would have been paid during the remainder of the
original term of the Debt."
The new payment amount under the Note as modified hereby shall
begin with the July 1, 1995 payment. Payments which were due
under the Note on June 1, 1995 and earlier shall be unaffected by
this Agreement.
2. References in Loan Documents to the Note, the Deed of
Trust, the Assignment of Rents and the Guaranty. All references
in the Loan Documents to the Note, the Deed of Trust, the
Assignment of Rents and the Guaranty shall henceforth include
references to the Note, the Deed of Trust, the Assignment of
Rents and the Guaranty, as such documents are modified hereby.
3. Confirmation of Liens. Borrower hereby modifies and
confirms to Lender the security interests, liens and rights of
any and all security for the Note, including, without limitation,
the liens, security interests and rights set forth in the Loan
Documents, to secure payment of the Note as modified hereby.
Borrower confirms that the liens, security interests and rights
of Lender under the Deed of Trust and other Loan Documents are
valid and subsisting liens, security interests and rights against
the properties described therein. Borrower confirms that this
modification of the Note and other Loan Documents shall in no
manner affect or impair any of the liens, security interests or
rights securing payment of the Loan, and that of those liens,
security interests and rights are not and shall not in any manner
be waived, the purpose of this instrument being, in part, to
ratify and confirm all of those liens, security interests and
rights. Lender shall have the right to exercise all rights and
remedies of Lender under the Loan Documents and under applicable
law upon the occurrence of any default or event of default under
any of the Loan Documents and under any and all existing or
future amendments or modifications to any of the Loan Documents
or to the terms thereof.
4. Representations, Warranties, Covenants and Agreements
of Borrower. Borrower represents, warrants, covenants and agrees
with Lender as follows: (a) the information set forth in the
recitals of this Agreement (other than D.) are true and correct
in all respects; (b) the representations and warranties of
Borrower as set forth in the Loan Documents are true and correct
as of the date hereof, except to the extent that such
representations and warranties relate solely to an earlier date;
and (c) Borrower hereby confirms all covenants, obligations and
duties of Borrower under the Loan Documents, as modified herein.
5. Reaffirmation of Guaranty. Each Guarantor, for
valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, hereby consents to and joins in
this Agreement and hereby declares to and agrees with Lender that
the Guaranty is and shall continue in full force and effect for
the benefit of Lender with respect to all obligations arising
under the Note and Loan Documents ("Loan Document Obligations"),
as amended by this Agreement, that there are no offsets, claims
or defenses of Guarantor with respect to the Guaranty nor, to
Guarantor's knowledge, with respect to the Loan Document
Obligations, that the Guaranty is not released, diminished or
impaired in any way by this Agreement or the transactions
contemplated hereby, and that the Guaranty is hereby ratified and
confirmed in all respects. Each Guarantor acknowledges that
without this consent and reaffirmation, Lender would not execute
this Agreement or otherwise consent to its terms.
6. Continued Effect. Except to the extent amended
hereby or in connection herewith, all terms, provisions and
conditions of the Loan Documents (including, without limitation,
the Guaranty) and all documents executed in connection therewith
shall remain enforceable and binding in accordance with their
respective terms.
7. Governing Law. The terms and provisions hereof shall
be governed by and construed in accordance with the laws of the
state in which the Property is located.
8. Further Amendments. All of the terms and provisions
of the Loan Documents are hereby amended and modified wherever
necessary, even though not specifically addressed herein, so as
to conform to the amendments and modifications set forth herein.
9. Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the respective heirs, successors and
assigns of the parties hereto, and each of the parties hereto
hereby represents, warrants and covenants to the other that the
persons executing this Agreement on behalf of such party have
full authority, power and authorization to execute such document
and to bind its principal.
10. NOTICE OF INVALIDITY OF ORAL AGREEMENTS. THIS
WRITTEN AGREEMENT AND ALL EXHIBITS HERETO AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
EXECUTED as of the date first above written.
LENDER:
MORGAN GUARANTY TRUST COMPANY OF
NEW YORK,
a New York banking corporation
By: J. P. Morgan Securities Inc.,
as agent
By: /s/ Spencer C. Young, III
Spencer C. Young, III
Vice President
BORROWER:
AIP PROPERTIES #1 L.P.,
a Delaware limited partnership
By: AIP TAMARAC, INC.,
a Texas Corporation
General Partner
By: /s/ David B. Warner
David B Warner
Vice President
GUARANTOR:
AMERICAN INDUSTRIAL PROPERTIES
REIT
By: /s/ David B. Warner
Name: David B. Warner
Title: V P
STATE OF New York
COUNTY OF New York
This instrument was acknowledged before me on the 19th
day of June, 1995, by Spencer C. Young, III, Vice President of
J.P. Morgan Securities, Inc., as agent for Morgan Guaranty Trust
Company of New York, a New York banking corporation, on behalf of
said corporation.
/s/ Jennifer M. Meiners
Notary Public Signature
(NOTARY SEAL)
STATE OF Texas
COUNTY OF Dallas
This instrument was acknowledged before me on the 16th
day of June, 1995, by David B. Warner , Vice President of AIP
Tamarac, Inc., a Texas corporation, on behalf of said corporation
as the General Partner of AIP Properties #1 L.P., a Delaware
limited partnership on behalf of said limited partnership.
/s/ Roxanne L. Y. Lynn
Notary Public Signature
(NOTARY SEAL)
STATE OF Texas
COUNTY OF Dallas
This instrument was acknowledged before me on the 16th
day of June, 1995, by David B. Warner, Vice President of American
Industrial Properties REIT on behalf of said REIT.
/s/ Roxanne L. Y. Lynn
Notary Public Signature
(NOTARY SEAL)
After Recording Return To:
Joseph M. Osborne, Esq.
Andrews & Kurth L.L.P.
4400 Thanksgiving Tower
Dallas, Texas 75201
Exhibit A - Property Description
(NOT PROVIDED)
