<PAGE>
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): DECEMBER 5, 1997
----------------------
Realmark Property Investors Limited Partnership V
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22706 16-1275925
- ---------------------------------------------------------------------------
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
2350 North Forest Road, Getzville, New York 14068
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 636-9090
------------------
____________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 24, 1997, limited partners of Realmark Property Investors
Limited Partnership V, a Delaware limited partnership ("Realmark"), holding a
majority of the outstanding units of limited partnership interest of Realmark
("Units") approved the proposal ("Proposal") set forth in a consent solicitation
statement dated November 4, 1997 (the "Consent Solicitation Statement"). The
Proposal authorized the sale (the "Sale") of five of Realmark's residential
properties (the "Properties") to US Apartments, LLC, a Delaware limited
liability company (the "Purchaser"), pursuant to the terms of an Asset Purchase
Agreement by and between Realmark and the Purchaser (the "Agreement") and
authorized the execution of an amendment to the Amended and Restated Limited
Partnership Agreement of Realmark to permit the Sale.
As a result of the approval, the parties to the Sale executed the Agreement
on November 25, 1997 and on December 5, 1997 consummated the Sale of the
Properties which are known as Wayne Estates Apartments, O'Hara Apartments, The
Fountains Apartments, Jackson Park Apartments and Williamsburg North Apartments.
In connection with the Sale, all of the membership interests of five New York
limited liability companies, each of which owned one of the five Properties,
were transferred by Realmark to the Purchaser. The Purchaser is a wholly-owned
affiliate of Joseph M. Jayson, the individual general partner and controlling
stockholder of the corporate general partner of Realmark. The aggregate
purchase price of the Properties was $16,107,000, subject to certain
adjustments. The purchase price was paid by the assumption by the Purchaser of
the outstanding mortgage indebtedness on the Properties with the balance paid in
cash which, after adjustments pursuant to the Agreement, equaled approximately
$1,801,000. The mortgage indebtedness on the Properties had recently been
increased pursuant to the terms of the existing mortgages and at
the time of the Sale was $14,044,032. The General Partners anticipate
distributing approximately $171 per Unit to Limited Partners from such
financing, from the net proceeds of the Sale and from other sources.
1
<PAGE>
The purchase price of the Properties was based on a number of factors,
including the preceding twelve months net operating income from the Properties,
and the condition and location of the Properties. In connection with the Sale,
Realmark received a fairness opinion from a financial advisor to Realmark,
Houlihan Valuation Advisors ("HVA"), that the Sale was fair, from a financial
point of view, to Realmark and the Limited Partners. A copy of the fairness
opinion was attached to the Consent Solicitation Statement as Appendix III.
Following the termination of the solicitation period, the General Partners
received an indication of interest for the Properties from a third party.
Although the solicitation period had terminated, the General Partners decided to
consider the indication of interest to determine if it was in the best interests
of Realmark and the Limited Partners to pursue the indication of interest, in
lieu of consummating the Sale. After due consideration and obtaining a
confirmation of the fairness opinion from HVA, the General Partners determined
that it was in the best interests of Realmark and the Limited Partners to
consummate the Sale.
The information set forth above is qualified in its entirety by reference
to (i) the Asset Purchase Agreement, a copy of which is attached hereto as
EXHIBIT 10.1, and (ii) the Consent Solicitation Statement, dated November 4,
1997, incorporated herein by reference as EXHIBIT 20.1.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
2
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION.
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP V
PRO FORMA BALANCE SHEET
September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
ASSETS Pro forma Pro forma
September 30, 1997 Adjustments September 30, 1997
------------------ ----------- ------------------
<S> <C> <C> <C>
Property, at cost:
Land $ 2,221,900 (863,650) $ 1,358,250
Buildings and improvements 29,977,941 (15,053,124) 14,924,817
Furniture, fixtures and equipment 2,430,000 (1,917,500) 512,500
------------ ------------ ------------
34,629,841 (17,834,274) 16,795,567
Less accumulated depreciation 13,089,965 (7,362,571) 5,727,394
------------ ------------ ------------
Property, net 21,539,876 (10,471,703) 11,068,173
Investments in real estate joint ventures 1,643,752 -- 1,643,752
Investment in land 373,282 -- 373,282
Cash 1,536,185 (989,953) 546,250
Accounts receivable, net of allowance for doubtful
accounts of $711,514 53,134 -- 53,134
Accounts receivable - affiliate -- -- --
Mortgage escrow 1,788,159 (1,219,465) 568,694
Mortgage costs, net of accumulated amortization
of $136,399 929,327 (627,019) 302,308
Prepaid commissions, net of accumulated amortization
of $84,027 105,911 -- 105,911
Other assets 114,481 (2,070) 112,411
------------ ------------ ------------
Total Assets $ 28,084,107 $(13,310,192) $ 14,773,915
============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgages and notes payable $ 24,232,048 (12,687,547) $ 11,544,501
Accounts payable and accrued expenses 1,136,950 (304,470) 832,480
Accounts payable - affiliates 43,561 -- 43,561
Accrued interest 194,251 (104,282) 89,969
Security deposits and prepaid rents 366,494 (221,293) 145,201
------------ ------------ ------------
Total Liabilities 25,973,304 (13,317,592) 12,655,712
------------ ------------ ------------
Partners' (Deficit) Capital:
General partners (495,042) 135,752 (359,290)
Limited partners 2,605,844 (128,352) 2,477,492
------------ ------------ ------------
Total Partners' Capital 2,110,803 7,400 2,118,203
------------ ------------ ------------
Total Liabilities and Partners' Capital $ 28,084,107 $(13,310,192) $ 14,773,915
============ ============ ============
</TABLE>
3
<PAGE>
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP V
PRO FORMA STATEMENT OF OPERATIONS
Nine Months Ended September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Pro forma Nine
Nine Months Ended Pro forma Months Ended
September 30, 1997 Adjustments September 30, 1997
------------------ ----------- ------------------
<S> <C> <C> <C>
Income:
Rental $ 4,975,816 (2,879,588) $ 2,096,228
Interest and other income 330,245 (124,572) 205,673
------------ ------------ ------------
Total income 5,306,061 (3,004,160) 2,301,901
------------ ------------ ------------
Expenses:
Property operations 2,319,839 (1,116,272) 1,203,567
Interest 1,679,758 (843,272) 836,486
Depreciation and amortization 1,327,277 (681,073) 646,204
Administrative:
Paid to affiliates 442,223 (236,706) 205,517
Other 424,890 (231,649) 193,241
------------ ------------ ------------
Total expenses 6,193,987 (3,108,972) 3,085,015
------------ ------------ ------------
(Loss) before allocated loss from joint venture (887,926) (104,812) (783,114)
Allocated loss from joint ventures (295,824) -- (295,824)
------------ ------------ ------------
Net (loss) before gain from sale(s) (1,183,750) (104,812) (1,078,938)
============ ============ ============
(Loss) per limited partnership unit $ (54.67) $ (4.84) $ (49.83)
============ ============ ============
Distributions per limited partnership unit $ -- $ (36.95) $ 36.95
============ ============ ============
Weighted average number of
limited partnership units
outstanding 21,002.8 21,002.8 21,002.8
============ ============ ============
</TABLE>
4
<PAGE>
Realmark Property Investors Limited Partnership V
Notes to Unaudited Pro Forma Balance Sheet
September 30, 1997
1. ASSETS
a) Property and Depreciation
The Pro Forma Adjustments column for Land, Buildings and
Improvements, and Furniture, fixtures and equipment reflect these
assets for Wayne Estates Apartments, O'Hara Apartments, The
Fountains Apartments, Jackson Park Apartments and Williamsburg North
Apartments. The Pro Forma September 30, 1997 column reflects the
assets of the properties remaining in the Partnership. The
accumulated depreciation in the Pro Forma Adjustments column
reflects the amount attributable to the five residential properties
sold. The Pro Forma September 30, 1997 column reflects the
accumulated depreciation for the properties remaining in the
Partnership after the sale.
The adjustments made are detailed in Schedule 1.
b) Cash
Cash amounts in the Pro Forma Adjustments column represent (i) the
amount of cash (approximately $800,000) that was held in
working capital reserves by the Partnership in anticipation of
making certain repairs and improvements to the five residential
properties which were sold but are no longer be necessary for the
Partnership to retain following the sale, and will, therefore be
distributed to the Partners and (ii) rental security deposits in the
amount of $189,935 for the five properties sold which were
transferred to the buyer at closing.
For pro forma purposes, the cash proceeds from the sale of the five
properties are deemed to be immediately distributed to the Partners.
c) Mortgage Escrows
The mortgage escrow amount(s) in the Pro Forma Adjustments column
represents the amounts attributable to Wayne Estates Apartments,
O'Hara Apartments, The Fountains Apartments, Jackson Park Apartments
and Williamsburg North Apartments. The Pro Forma September 30, 1997
column reflects the mortgage escrows for the properties remaining in
the Partnership after the sale.
5
<PAGE>
d) Mortgage Costs
Mortgage costs, net of accumulated amortization of $16,194 is the
amount attributable to Wayne Estates Apartments, O'Hara Apartments,
The Fountains Apartments, Jackson Park Apartments and Williamsburg
North Apartments in the Pro Forma Adjustments column. The Pro Forma
September 30, 1997 column reflects the mortgage costs, net of
accumulated amortization of $120,205 for the properties remaining in
the Partnership after the sale.
e) Other Assets
The amount in the Pro Forma Adjustments column at September 30, 1997
for Other assets primarily represents the adjustment for any prepaid
expenses attributable to the five residential properties sold.
6
<PAGE>
Realmark Property Investors Limited Partnership V
Notes to Unaudited Pro Forma Balance Sheet
September 30, 1997
2. LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL
a) Mortgages and Notes Payable
The Pro Forma Adjustments column reflects the mortgages attached to
the five properties involved in the sale: Wayne Estates Apartments,
O'Hara Apartments, Jackson Park Apartments, The Fountains Apartments
and Williamsburg North Apartments as of September 30, 1997. The
mortgages were assumed as part of the sale. The Pro Forma
September 30, 1997 column reflects the mortgages and notes payable
for the properties that remain in the Partnership after the
sale.
b) Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses in the Pro Forma Adjustments
column represents the estimated accrued real estate tax closing
adjustment for the five properties sold.
c) Accrued Interest
Accrued interest in the Pro Forma Adjustments column represents the
estimated closing adjustment for the five properties sold.
d) Security Deposits and Prepaid Rents
The Pro forma Adjustments column reflects the security deposits and
prepaid rents for Wayne Estates Apartments, O'Hara Apartments,
Jackson Park Apartments, The Fountains Apartments, and Williamsburg
North Apartments as of September 30, 1997. The Pro forma September
30, 1997 column reflects the security deposits and prepaid rents for
the five properties that remain in the Partnership after the
sale.
7
<PAGE>
e) Partners' (Deficit) Capital
Partners' (Deficit) Capital in the Pro Forma Adjustments column
represents the following: the gain attributable to the sale of the
five properties of $5,152,087; less the distributions from the net
sales proceeds and other sources of $4,517,668 and the write off of
mortgage acquisition costs of $627,019. These items are not
reflected in the operations reported on the Unaudited Pro Forma
Statement of Operations for the nine months ended September 30,
1997.
8
<PAGE>
SCHEDULE 1
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP V
PROFORMA ADJUSTMENTS FOR PROPERTY AND EQUIPMENT
SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
WAYNE THE JACKSON WILLIAMSBURG
ESTATES O'HARA FOUNTAINS PARK NORTH
APARTMENTS APARTMENTS APARTMENTS APARTMENTS APARTMENTS TOTAL
---------- ---------- ---------- ---------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Property, at cost:
Land 175,000 100,000 247,400 180,000 161,250 863,650
Buildings and improvements 3,574,572 2,259,533 4,649,703 1,624,393 2,944,923 15,053,124
Furniture, fixtures and equipment 395,000 250,000 537,500 255,000 480,000 1,917,500
--------- --------- --------- --------- --------- ----------
4,144,572 2,609,533 5,434,603 2,059,393 3,586,173 17,834,274
Less accumulated depreciation 1,619,659 1,032,044 2,333,999 758,413 1,618,456 7,362,571
--------- --------- --------- --------- --------- ----------
Property, net 2,524,913 1,577,489 3,100,604 1,300,980 1,967,717 10,471,703
========= ========= ========= ========= ========= ==========
</TABLE>
9
<PAGE>
(c) EXHIBITS.
10.1. Asset Purchase Agreement by and between Realmark and US
Apartments, LLC, dated November 25, 1997. (*)
20.1. Consent Solicitation Statement dated November 4, 1997. (1)
_____________________
* Filed herewith.
(1) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on November 4, 1997.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP V
Date: December 9, 1997 By: /s/ Joseph M. Jayson
---------------------
Joseph M. Jayson,
a General Partner
11
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
10.1. Asset Purchase Agreement, dated November 25, 1997, by and
between Realmark and US Apartments, LLC. (*)
20.1. Consent Solicitation Statement dated November 4, 1997. (1)
___________________________
* Filed herewith.
(1) Incorporated herein by reference. Filed with the Securities and Exchange
Commission on November 4, 1997.
12
<PAGE>
EXHIBIT 10.1
ASSET PURCHASE AGREEMENT
FIVE (5) RESIDENTIAL PROPERTIES
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP V
This purchase agreement, dated as of November 25, 1997, ("Agreement" or
"Contract"), made and entered into by and between Realmark Property Investors
Limited Partnership V, a Delaware limited partnership, 2350 North Forest Road,
Getzville, New York 14068 ("Seller") and US Apartments LLC, a Delaware limited
liability company, c/o 2350 North Forest Road, Getzville, NY 14068 ("Buyer").
RECITALS
A. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, certain parcels of real property and all of the improvements and
buildings situated thereon, and the hereditaments and appurtenances thereto,
consisting of five (5) apartment complexes (the "Real Property"), and all
personal property (as hereinafter defined), any repair and remediation reserve
accounts held by any lenders with respect to the Property, equipment, fixtures
and intellectual property, including the names of the apartment complexes owned
by Seller, utilized in the operation or management of the apartment complexes,
and located at said apartment complexes as described on EXHIBIT B (collectively
the "Personal Property"). The Real Property together with the Personal Property
applicable to the apartment complexes will be herein referred to as the
"Property."
B. Attached hereto and made a part hereof are the legal descriptions of
the Real Property, marked with the name of each apartment complex and attached
as EXHIBIT A. A list of the Personal Property is attached to this Agreement as
EXHIBIT B. Any subsequent amendment to either EXHIBIT A or EXHIBIT B, or to any
other Exhibit to this Agreement, is to be considered an integral part of this
Agreement.
FOR AND IN CONSIDERATION of the mutual promises, covenants and
agreements, hereinafter set forth, the parties agree as follows:
SECTION 1. PURCHASE PRICE.
(a) The purchase price to be paid Seller by Buyer for the
Property will be $16,107,000.00 ("Purchase Price") to be paid in the following
manner:
Earnest Money ("Earnest Money") at
signing of Agreement by check to be held
in escrow by the
Escrow Agent $50,000.00
By assuming the Mortgages (the
"Mortgages") described in EXHIBIT C in
the full amount of their principal
balances on the date of closing
Cash at closing (the Purchase Price less
any Earnest Money already paid, and less
the balance of the existing Mortgages
affecting the Property at closing and
subject to prorations and allocations
per Section 5 Balance
Total $16,107,000.00
<PAGE>
and payable by Buyer either at (i) closing of title and delivery of the Deed in
immediately available good, federal funds, or (ii) delivery of an assignment of
the Seller's membership interests in any subsidiary holding title to the
Property.
(b) The Earnest Money check in the amount stated in Section 1(a)
above will be held by Andrews, Sanchez, Amigone, Mattrey & Marshall, LLP, as
Escrow Agent (the "Escrow Agent"), and delivered within two (2) days from the
date of Seller's execution (as communicated to Buyer by written facsimile and
orally by telephone on such date of execution) of this Agreement. Absent any
contrary provision of this Agreement, the Earnest Money will remain with the
Escrow Agent until the Closing of the Property or cancellation of escrow in
accordance with the provisions of Section 20 hereof. If the Earnest Money is
not delivered by the date as hereinabove set forth, Seller may terminate this
Agreement. Upon any permitted termination of this Agreement by Buyer, including
but not limited to the failure of the conditions precedent to be met pursuant to
Section 7, the Earnest Money shall be returned to Buyer in accordance with the
applicable terms and provisions of this Agreement.
SECTION 2. PLACE AND TIME OF CLOSING.
(a) Subject to the conditions precedent set forth herein having
been met or waived, the Closing will take place on or before 180 days after the
date of this Agreement (the "Closing Date"), unless extended as otherwise set
forth in this Agreement, time being of the essence as to Buyer's obligation to
perform on such date. As used herein the terms "Closing" will mean the meeting
of the parties at which delivery of the Deed and/or assignment of Seller's
subsidiary membership interests in the entities holding title and payment of the
Purchase Price as called for in Section 1 occurs for the Property.
(b) This Agreement, as an offer to purchase when signed by
Buyer, shall automatically terminate if not accepted in final form by Seller by
5 P.M., Eastern Standard Time, two business days from the date on which Buyer
executed this Agreement as indicated below.
SECTION 3. BUYER'S CONTINGENCIES.
This Agreement is contingent upon the Buyer obtaining a firm commitment
for adequate financing to consummate the purchase described in this Agreement,
on or before 120 days after execution of this Agreement. If Buyer is unable to
obtain such financing on terms and conditions satisfactory to Buyer within said
120 days, Buyer or Seller may thereafter terminate this Agreement upon written
notice to the other, in which case the Earnest Money shall be returned to Buyer
and neither party shall have any further liability hereunder. Buyer agrees to
use good faith, reasonable efforts to obtain a commitment(s) for such financing.
SECTION 4. DEED AND TITLE.
(a) Seller shall deliver to Buyer at Closing special or limited
warranty deeds (or equivalent bargain and sale deeds, where appropriate)
(collectively "Deed") and/or assignment (collectively "Assignment") of the
Seller's membership interests in subsidiaries holding title to the Property in a
form customary in the applicable jurisdictions, reasonably acceptable to Seller
and Buyer, conveying fee simple title to the Property, subject only to the
existing matters of record encumbering the Property(s), (the "Permitted
Exceptions") and such additional easements, restrictions or record and title
exceptions set forth in the commitment for title insurance specifically approved
by Buyer, and taxes not delinquent. In addition, Seller shall convey title to
the Personal Property to Buyer, subject to all liens and encumbrances, by the
execution and delivery at Closing of a Bill of Sale, and/or by virtue of the
Assignment in form and substance customary in the applicable jurisdiction and
reasonably satisfactory to Buyer and Seller, without warranty and/or
representation.
(b) Seller agrees to provide a copy of its existing title
insurance policies on each Property to Buyer. Buyer shall then obtain for each
Property an ALTA Form B Title Insurance Commitment or its equivalent
(collectively the "Title Commitment"), within fifteen (15) days of the date of
execution of this Contract by both
I-2
<PAGE>
parties, issued by a reputable title insurance company selected by Buyer,
committing to insure fee simple title to the Property in the amount of the
Purchase Price for such Property in Buyer's name, with all standard exceptions
removed (except for the rights of tenants under unrecorded leases and/or except
for standard exceptions normally not removed pursuant to local custom with
respect to the Property), and containing no other exceptions not specifically
approved by Buyer, except the Permitted Exceptions. Buyer will provide a copy
of the Title Commitment to Seller within five (5) days after the same is
completed, but no later than twenty (20) days after signing this Agreement.
Buyer shall have ten (10) days after receipt to examine the Title Commitment and
inform Seller in writing (the "Title Objection Notice") of Buyer's objection to
any exception contained in or title defect revealed by the Title Commitment.
Buyer's failure to deliver the Title Objection Notice shall constitute Buyer's
irrevocable acceptance of the Title Commitment and to all exceptions therein not
objected to in the Title Objection Notice.
(c) If Buyer delivers the Title Objection Notice and,
thereafter, Seller is unable or unwilling to cure such objections (of which
Seller shall notify Buyer), then Buyer may elect to terminate this Agreement
within 10 days of Seller's notice upon written notice to Seller as to any one or
more Property(s) so affected. Notwithstanding the foregoing, however, in order
to terminate the Contract, in whole or in part, an objectionable exception or
defect must be one which renders title uninsurable because of such specified
objection or defect, or the specified objection or defect shall materially
adversely affect the present use of the Property as an apartment complex. In
the event one or more Property(s) are rejected as to title and the Contract as
to such Property is terminated as set forth herein, the Purchase Price shall be
reduced by agreement of the parties based on a reasonable determination of value
from an appropriate State Certified or MAI Appraiser mutually acceptable to
Seller and Buyer.
(d) Seller shall pay for preparation of the Deed for the
Property or the Assignment, and for State and local transfer taxes, if any.
(e) Buyer will pay for title insurance commitments, title
insurance premiums, and for any survey of the Property and the recording of the
Deed for the Property, and any fees or expenses payable to the holder of the
Mortgages in connection with this transaction.
(f) Seller and Buyer will each pay their own attorney's fees.
Seller and Buyer will share escrow costs equally, if any.
SECTION 5. PRORATIONS AND ALLOCATIONS.
(a) Collected rents, taxes (based on local custom), Mortgage
interest and applicable escrows, laundry income, service contracts, equipment
leases or other personal property financing, utility deposits, and other
applicable income and expenses whether or not a lien, assessed or to be assessed
for the tax year in which the transaction is consummated, will be prorated as to
the Property(s) to the date of the Closing based on a 365-day year, as of 12:00
midnight, New York City time, of the day preceding the Closing Date.
(b) Security deposits actually held by Seller or paid by any
lessees at the Property will be transferred to Buyer in full at Closing,
including any interest earned thereon and payable to the lessees at the Property
under applicable law.
(c) In the event Seller has expended funds prior to Closing
for any repair or remediation of the Property for which it is entitled to
reimbursement from any repair and remediation reserve held by any lender
holding any of the Mortgages described in EXHIBIT C, Buyer agrees to assign
any such reimbursement or directly reimburse Seller for any such expended
funds immediately upon reimbursement from the lender out of such reserve
account.
SECTION 6. CONDEMNATION OR CASUALTY. Seller agrees to give Buyer prompt
written notice (the "Damage Notice") of any fire or other casualty occurring to
all or any portion of the improvements at the Property and/or Personal Property
between the date hereof and the Closing Date. If prior to the Closing, there
shall occur:
I-3
<PAGE>
(i) damage to the improvements at any one of the Properties
caused by fire or other casualty which would cost $100,000.00 or more to repair
based on the estimate of a reputable third party contractor chosen by Seller; or
(ii) the taking or condemnation of at least 10% of the Real
Property for any one Property and if such taking would materially interfere with
the current use thereof; then, if any such events set forth in (i) or (ii) above
occurs, Buyer, at its option, may terminate this Agreement as to said Property
by written notice given to Seller within seven (7) days after Buyer has received
the Damage Notice or at the Closing, whichever is earlier. If Buyer does not
elect to terminate the Agreement as aforesaid, the Closing shall take place as
provided herein without an abatement of the Purchase Price as to any such
Property (except that Buyer shall be allowed a credit for any deductible under
Seller's insurance) and there shall be assigned to the Buyer at Closing, all
interest of the Seller in and to any insurance proceeds or condemnation awards
which may be payable to Seller on account of such occurrence. Notwithstanding
the foregoing, should Buyer elect to terminate, Seller may notify Buyer within
15 days of Buyer's termination notice shall be null and void and the parties
shall proceed at Closing. Otherwise, upon such termination, the Purchase Price
shall be reduced by a reasonable amount based upon the opinion of an appropriate
State Certified or MAI Appraiser acceptable to Seller and Buyer.
If, prior to the Closing, there shall occur:
(iii) damage to any of the Property(s) caused by fire or other
casualty which would cost less than $100,000.00 based on the estimate of a
reputable third party contractor chosen by Seller; or
(iv) the taking or condemnation of less than 10% of the Real
Property for any one Property which would not materially interfere with the
current use, thereof; then, if any of such events set forth in (iii) or (iv)
above occurs, Buyer shall have no right to terminate this Agreement as to such
Property, there shall be no reduction of the Purchase Price, but there shall be
assigned to Buyer at closing all interest of Seller in and to any insurance
proceeds or condemnation awards which may be payable to Seller on account of any
such occurrence, and in addition, Buyer shall be allowed a credit for any
deductible under Seller's insurance policy.
Seller shall be responsible for maintaining fire and extended
coverage insurance prior to Closing as is currently in place.
SECTION 7. CONDITIONS. The following shall be conditions precedent to
Buyer's obligations hereunder, unless specifically waived in whole or in part in
writing by Buyer:
(a) TITLE INSURANCE POLICY. Title to each Property at Closing
shall be in accordance with the provisions of Section 4 above.
(b) PERSONAL PROPERTY. Seller conveying title to the Personal
Property to Buyer at Closing in accordance with Section 4 hereof.
(c) COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. Seller will
be in substantial compliance with all other representations and warranties made
in Section 8 or elsewhere in this Agreement, at Closing.
(d) CONDITIONS OF THE PROPERTY. The Buyer acknowledges that it
is purchasing the Property in "as is, where is" condition with all existing
faults and that Buyer is familiar with the condition of the Property.
Should any condition fail as to any Property(s) and should Buyer elect
not to proceed with respect to same, there shall be a credit against the
Purchase Price in a reasonable amount determined by an appropriate State
Certified or MAI Appraiser acceptable to Seller and Buyer and Buyer shall
proceed with the Closing as to the remaining Property(s).
I-4
<PAGE>
With respect to all of the foregoing, to the extent that they are
representations and warranties of Seller, they are made to the best of Seller's
knowledge and belief without independent investigation.
SECTION 8. SELLER'S WARRANTIES. The following representations and
warranties of Seller shall not survive the Closing.
(a) To Seller's best knowledge and belief without independent
investigation, Seller has not received written notification that it has not
disclosed to Buyer that the Property is not in compliance with all federal,
state, county and municipal laws, ordinances and regulations, including but not
limited to all federal, state, county and municipal environmental laws and
regulations, applicable to or affecting the Property.
(b) Seller will not interfere with Buyer's opportunity to hire
Seller's on-site employees at the Property, but Buyer will have no obligation to
hire such employees. Buyer will make no efforts to hire such employees until
after all contingencies have been removed and no earlier than 10 days before
closing.
(c) Seller shall be responsible for (and Buyer shall not assume
the obligation of) all employee wages, benefits (including payments for accrued
bonuses, vacation or sick pay, unemployment compensation, employment taxes,
medical claims or similar payments), contributions under any benefit program or
agreement, severance pay obligations and other related employee costs arising as
a result of any events, acts (or failures to act) prior to the Closing Date with
respect to the Property at which such persons are employed, whether or not
disclosed on the schedules to this Agreement.
(d) Seller retains all liability and responsibility for
fulfilling all federal and/or state COBRA and continuation of group health
insurance coverage requirements (pursuant to Section 4980B of the Code,
sections 601-608 of ERISA, and any applicable state laws) with respect to
Seller's current or former employees (and their dependents). Buyer does not
hereby and will not at the Closing assume any obligation to provide medical
insurance coverage to persons that it employs because it acquires the Property.
(e) The physical condition of the Personal Property and Real
Property shall be maintained in substantially the same condition as they were in
as of the date hereof through the Closing Date.
(f) Seller has the authority to enter into this Agreement and
sign all documents required to be signed to implement Seller's obligations under
this Agreement.
SECTION 9. NON-PERFORMANCE.
(a) If Seller defaults and fails to deliver the Deed or meet any
of the conditions hereof willfully, Buyer, at Buyer's sole option, may (i)
terminate this Agreement whereupon the Earnest Money shall be returned to Buyer
on demand or (ii) if the aggregate of all defaults by the Seller materially and
adversely affects the value of any one Property in an amount less than
$50,000.00, or the value of all of the Properties in an amount of less than
$250,000.00, Buyer shall have no right to terminate the Agreement as to one or
all of the Property(s), but shall be entitled to an adjustment of the Purchase
Price in the amount of said default/damages to be determined by a State
Certified or MAI Appraiser acceptable to Buyer and Seller. The foregoing shall
be the sole and exclusive remedies of Buyer.
(b) If Buyer defaults at any time, the Earnest Money shall be
delivered to Seller and Seller may exercise such remedies at law to which Seller
may be entitled provided that in no event shall Seller be entitled to money
damages in excess of the sum of the Earnest Money. Buyer, except as otherwise
set forth herein, will then be released from all liability to Seller related to
this Agreement, such Earnest Money being Seller's sole remedy.
SECTION 10. BROKERS, AGENTS AND CONSULTANTS. Seller represents and
warrants to Buyer that no broker, consultant or agent is due a commission or fee
from the proceeds of the Closing claiming by,
I-5
<PAGE>
through or under Seller except as stated herein, and hereby agrees to indemnify
and hold harmless Buyer from the claims of any agent, consultant or broker for
the payment of any commission or commissions hereunder.
Buyer represents and warrants to Seller that no broker, consultant or
agent is due a commission or fee from the proceeds of the closing claiming by,
through or under Buyer, and hereby agrees to indemnify and hold harmless Seller
and the Property from the claims of any agent, consultant or broker for the
payment of any commission, or commissions hereunder.
Notwithstanding Seller's representations referenced above, Seller has
advised Buyer and Buyer acknowledges that Seller has entered into a contingent
exclusive brokerage agreement with Duberstein Investment Company of Dayton,
Ohio, which said brokerage agreement shall only be effective if this Agreement
is not executed by Seller due to the inability of Seller to obtain approval of
its limited partners to this Agreement.
SECTION 11. LEASES.
(a) Seller agrees that prior to the Closing it will not enter
into any long term commercial leases or service agreements not in the ordinary
course of business without the prior written consent of Buyer which will not be
unreasonably withheld or delayed.
(b) Seller shall assign without representation or warranty
whatsoever the existing tenant leases to Buyer at Closing along with all service
contracts and other agreements affecting the Property, provided that Buyer shall
execute an assumption agreement or other agreements with respect to all tenant
leases and service contracts or other agreements from and after the date of
closing.
SECTION 12. INSURANCE. Seller will cancel its insurance coverage on
the Property effective at Closing of the Property, and Buyer will place new
insurance coverage on the Property effective on the same date.
SECTION 13. ASSIGNMENT. Buyer shall not have the right to assign this
Agreement, in whole or in part, to any party without the express written consent
of Seller. Upon any such assignment approved by Seller, the assignee shall
assume the obligations of Buyer. Seller's consent pursuant to this section
shall be in its sole discretion and shall include approval of all proposed
assignment documents. Notwithstanding the foregoing, the Buyer shall have the
right to assign to an entity of which the Buyer has majority control provided
the Buyer herein remains liable for performance of this Contract.
SECTION 14. ENTIRE AGREEMENT. All prior understandings and agreements
of the parties are merged herein, and this Agreement reflects the entire
understanding of the parties. This Agreement may not be changed or terminated
orally.
SECTION 15. SUCCESSORS AND ASSIGNS. The terms of this Agreement shall
be binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.
SECTION 16. LIABILITY.
(a) SELLERS LIABILITY. Seller shall be liable for any claims,
demand, loss, liability, damage, or expense (including reasonable attorneys'
fees) in connection with third-party claims for injury or damage to personal
property in connection with the ownership or operation of the Property prior to
Closing. This obligation of Seller shall be repeated at and shall survive the
Closing.
(b) BUYERS LIABILITY. Buyer shall be liable for any claim,
demand, loss, liability, damage, or expense (including reasonable attorneys'
fees), due to Buyer's ownership or operation of the Property from and after
Closing. This obligation of Buyer shall be repeated at and shall survive the
Closing.
I-6
<PAGE>
SECTION 17. NOTICES. All notices required or permitted hereby shall be
in writing and delivered either in person or sent electronically, and by
national overnight express carrier. Notices shall be deemed to have been given
when sent as follows:
To Buyer: US Apartments LLC
2350 North Forest Road
Getzville, NY 14068
To Seller: Realmark Property Investors
Limited Partnership V
2350 North Forest Road
Getzville, NY 14068
SECTION 18. CONSTRUCTION. Time shall be construed to be of the
essence, subject to the terms and conditions specifically set forth in this
Agreement.
SECTION 19. GOVERNING LAW. This Agreement will be governed by and
construed according to New York law, except for matters of title or real estate
law which shall be governed by the laws of the states in which the Property is
located.
SECTION 20. ESCROW. The Escrow Agent hereby acknowledges receipt of
the Earnest Money and agrees to hold the same in escrow until the closing or
sooner termination of this Agreement and shall pay over and apply the proceeds
thereof in accordance with the terms of this Agreement. If, for any reason, the
Closing does not occur and either party makes a written demand upon the Escrow
Agent for payment of the Earnest Money, the Escrow Agent shall give written
notice to the other party of such demand. If the Escrow Agent does not receive
a written objection from the other party to the proposed payment within five (5)
business days after the giving of such notice, the Escrow Agent is hereby
authorized to make such payment. If the Escrow Agent does receive such written
objection within such five (5) day period, or if for any reason the Escrow Agent
in good faith shall elect not to make such payment, the Escrow Agent shall
continue to hold the Earnest Money until otherwise directed by written
instructions from the parties to this Agreement or until a final judgment
(beyond any applicable appeal period) by a court of competent jurisdiction is
rendered disposing of such Earnest Money.
The Escrow Agent shall be liable as a depository only and its duties
hereunder are limited to the safekeeping of the Earnest Money and the delivery
of same in accordance with the terms of this Agreement. The Escrow Agent will
not be liable for any act or omission done in good faith, or for any claim,
demand, loss or damage made or suffered by any party to this Agreement,
excepting such as may arise through or be caused by the Escrow Agent's
negligence or willful misconduct.
SECTION 21. RELEASE OF SELLER UNDER THE MORTGAGES. Buyer shall use
best efforts to obtain the approval of the lender(s) ("Lender") under the
Mortgages for the release (the "Release") of Seller from all recourse
obligations and indemnities under the Mortgages and the loan documents entered
into in connection with the Mortgages (collectively, the "Recourse
Obligations"). In the event Buyer is unable, despite its best efforts, to
obtain the Release, Seller agrees, upon the assumption of the Mortgages by
Buyer, to remain liable for the Recourse Obligations.
I-7
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties, or
by the duly authorized officer of the parties, on the day and year shown below.
BUYER:
Executed November 25, 1997
US APARTMENTS LLC
By: /s/ Joseph M. Jayson, Member
------------------------------
SELLER:
Executed November 25, 1997
REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP V
By: /s/ Joseph M. Jayson
-----------------------------
Joseph M. Jayson, G.P.
RECEIPT OF ESCROW AGENT
The undersigned hereby acknowledges receipt of the Earnest Money provided for
herein, and that the same is being held by Escrow Agent pursuant to the terms of
the above Agreement.
as Escrow Agent
BY: /s/ William Mattrey
-----------------------------
Member
I-8
<PAGE>
EXHIBIT A TO ASSET PURCHASE AGREEMENT
O'HARA APARTMENTS
ALL that certain piece, parcel or tract of land, with improvements thereon,
situate, lying and being in the State of South Carolina, County of Greenville,
being bounded on the west by Mitchell Road, the northeast by Shady Lane, and the
south by Edgewood Drive, and containing 9.42 acres (410,335.20 square feet)
according to a plat of survey prepared by Freedland-Clinkscales & Associates,
Engineers - Land Surveyors, dated August 16, 1994, entitled "Survey for Realmark
Financing L.P." recorded in the RMC Office for Greenville County in Plan Book
28R at Page 16A&B, and having, according to said plat, the following metes and
bounds, to-wit:
BEGINNING at an iron pin on the easterly edge of the right-of-way of Mitchell
Road at the intersection thereof with the northerly edge of the right-of-way of
Edgewood Drive and running thence along the easterly edge of the right-of-way of
Mitchell Road, the following courses and distances: N. 00-31-38 E. 81.61 feet
to an iron pin; thence N. 02-26-06 E. 184.38 feet to an iron pin; thence N.
01-13-12 W. 126.38 feet to an iron pin; thence N. 04-12-00 W. 351.05 feet to an
iron pin; thence N. 05-45-07 W. 191.80 feet to an iron pin at the intersection
of the easterly edge of the right-of-way of Mitchell Road with the southerly
edge of the right-of-way of Shady Lane; thence running through the intersection
of the edge of said rights of way N. 59-23-40 E. 21.50 feet to an iron pin on
the southerly edge of the right-of-way of Shady Lane; thence running along the
southwesterly edge of the right-of-way of Shady Lane the following courses and
distances: S. 55-45-20 E. 29.10 feet to an iron pin; thence S. 48-18-58 E. 97.64
feet to an iron pin; thence S. 42-25-09 E. 163.75 feet to an iron pin; thence S.
41-33-10 E. 452.00 feet to an iron pin; then S. 41-32-10 E. 263.06 feet to an
iron pin; thence S. 34-36-53 E. 9416 feet to an iron pin at a joint corner with
property now or formerly of Tanner; thence turning and running along a joint
line with property now or formerly of Tanner S. 57-54-05 W. 184.60 feet to an
iron pin; thence continuing along a joint line with property now or formerly of
Tanner S. 34-06-55 E. 50.10 feet to an iron pin on the northerly edge of the
right-of-way of Edgewood Drive; thence turning and running along the curvature
of the northerly edge of the right-of-way of Edgewood Drive; the chord of which
runs s. 65-57-05 W. 90.70 feet to an iron pin; thence continuing along the
curvature of the northerly edge of the right-of-way of Edgewood drive, the chord
of which runs S. 81-40-05 W. 92.40 feet to an iron pin; thence continuing along
the northerly edge of the right-of-way of Edgewood Drive the following courses
and distances: N. 86-02-55 W. 110.00 feet to an iron pin; thence N. 84-53-55 W.
144.60 feet to a p.k. nail in asphalt; thence N. 85-13-55 W. 133.30 feet to an
iron pin; thence running through the intersection of the northerly edge of the
right-of-way of Edgewood Drive and the easterly edge of the right-of-way of
Mitchell Road N. 41-07-03 W. 38.77 feet to an iron pin on the easterly edge of
the right-of-way of Mitchell Road, being the POINT OF BEGINNING.
JACKSON PARK APARTMENTS
A part of the Southwest quarter of the Southwest quarter of Section Sixteen
(16), Township Six (6) North, Range Six (6) East, and a part of the Northwest
quarter of the Northwest quarter of Section Twenty-one (21), Township Six (6)
North, Range Six (6) East, in the City of Seymour, described as follows:
Commencing at the Northeast corner of the Northwest quarter of the Northwest
quarter of Section 21, thence along the section line West (an assumed bearing)
429.36 feet to the point of beginning of this description, the point being the
Northwest corner of Lot 32 in Jackson Park Subdivision, Section "D"; thence
North 00 degrees 05 minutes 00 seconds East 438.03 feet to the Southeast corner
of Jackson Park Subdivision, Section "H"; thence along the South line of the
Subdivision, North 89 degrees 55 minutes 00 seconds West 353.88 feet; thence
South 80 degrees 05 minutes 30 seconds West 189.84 feet; thence North 27 degrees
56 minutes 30 seconds West 129.90 feet to the Southerly right-of-way of
Hillcrest Drive; thence along the right-of-way South 60 degrees 29 minutes 30
seconds West 142.80 feet; thence following the arc of a 30 foot radius curve to
the left, a true arc distance of 42.28 feet to a point on the Eastern
right-of-way of Jackson Park Drive, the curve has a chord which is 38.87 feet in
length and bears South 16 degrees 57 minutes 00 seconds West; thence along the
right-of-way and following the arc of a 538.22 foot radius curve to the right, a
true arc distance of 217.12 feet, the arc has a chord which is 215.52 feet and
bears South 12 degrees 05
I-9
<PAGE>
minutes 00 seconds East; thence continuing along the right-of-way South 00
degrees 25 minutes 30 seconds East 206.04 feet; thence following the arc of a 30
foot radius curve to the left a true arc distance of 45.03 feet, to a point on
the Northern right-of-way of Sycamore Road, the arc has a chord which is 40.92
feet in length and bears South 43 degrees 25 minutes 30 seconds East; thence
along the right-of-way of Sycamore Road, South 86 degrees 25 minutes 30 seconds
East 433.05 feet to a point of curvature; thence continuing along the
right-of-way and following the arc of a 579.56 foot radius curve to the right, a
true arc distance of 180 feet to the Southwest corner of Lot 32 in Jackson Park
Subdivision, Section "D", the arc has a chord which is 179.29 feet in length and
bears South 77 degrees 29 minutes 00 seconds East; thence along the Western line
of Lot 32, North 28 degrees 37 minutes 00 seconds East 113.47 feet to the point
of beginning.
EXCEPT: A part of the Southwest quarter of the Southwest quarter of Section
Sixteen (16), Township Six (6) North, Range Six (6) East, more particularly
described as follows: Commencing at the Southeast corner of the quarter quarter
section; thence along the South line of Section 16 and subsequently following
the North line of Jackson Park Subdivision, Section D, Westerly 429.36 feet to
the Northwest corner of Lot 32 in the subdivision; thence North 00 degrees 05
minutes East (an assumed bearing) 134.67 feet to the true point of beginning;
thence North 89 degrees 55 minutes West 140 feet; thence North 08 degrees 37
minutes West 165 feet; thence North 00 degrees 05 minutes East 140 feet; thence
South 89 degrees 55 minutes East 165 feet; thence South 00 degrees 05 minutes
West 303.36 feet to the true point of beginning.
INFORMATION NOTE: The acreage in the legal description is shown for convenience
only and should not be construed as insuring the quantity of land set forth in
the description.
WAYNE ESTATES APARTMENTS
PARCEL 1:
Situate in the City of Huber Heights, County of Montgomery, State of Ohio and
being Lot Numbered ONE (1) Wayne Estates Subdivision, Section One, as recorded
in Plat Book 97, Page 3 of the Plat Records of Montgomery County, Ohio,
EXCEPTING therefrom 4.892 acres platted into Wayne Estates Condominium, Section
One, as recorded in Plat Book 120, page 13 of the Plat Records of Montgomery
County, Ohio.
PARCEL 2:
Situate in the City of Huber Heights, County of Montgomery, State of Ohio and
being Lot Numbered TWO (2) Wayne Estates, Section Two, as recorded in Plat Book
104, Page 5 of the Plat Records of Montgomery County, Ohio.
PARCEL 3:
Situate in the City of Huber Heights, County of Montgomery, State of Ohio and
being Units Numbered SIX THOUSAND SEVEN HUNDRED SIXTY ONE (6761), SIX THOUSAND
SEVEN HUNDRED SIXTY THREE (6763), SIX THOUSAND SEVEN HUNDRED SIXTY FIVE (6765),
SIX THOUSAND SEVEN HUNDRED SIXTY SEVEN (6767), SIX THOUSAND SEVEN HUNDRED SIXTY
NINE (6769), SIX THOUSAND SEVEN HUNDRED SEVENTY ONE (6771), SIX THOUSAND SEVEN
HUNDRED SEVENTY THREE (6773), SIX THOUSAND SEVEN HUNDRED SEVENTY FIVE (6775),
SIX THOUSAND SEVEN HUNDRED SEVENTY SEVEN (6777), SIX THOUSAND SEVEN HUNDRED
SEVENTY NINE (6779), SIX THOUSAND SEVEN HUNDRED EIGHTY ONE (6781), SIX THOUSAND
SEVEN HUNDRED EIGHTY THREE (6783), SIX THOUSAND SEVEN HUNDRED EIGHTY FIVE
(6785), SIX THOUSAND SEVEN HUNDRED EIGHTY SEVEN (6787), SIX THOUSAND SEVEN
HUNDRED EIGHTY NINE (6789), SIX THOUSAND SEVEN HUNDRED NINETY ONE (6791), SIX
THOUSAND SEVEN HUNDRED NINETY THREE (6793), SIX THOUSAND SEVEN HUNDRED NINETY
FIVE (6795), SIX THOUSAND SEVEN HUNDRED NINETY SEVEN (6797), SIX THOUSAND SEVEN
HUNDRED NINETY NINE (6799), SIX THOUSAND EIGHT
I-10
<PAGE>
HUNDRED ONE (6801), SIX THOUSAND EIGHT HUNDRED THREE (6803), SIX THOUSAND EIGHT
HUNDRED FIVE (6805), SIX THOUSAND EIGHT HUNDRED SEVEN (6807), SIX THOUSAND EIGHT
HUNDRED NINE (6809), SIX THOUSAND EIGHT HUNDRED ELEVEN (6811), SIX THOUSAND
EIGHT HUNDRED THIRTEEN (6813), SIX THOUSAND EIGHT HUNDRED TWENTY ONE (6821), SIX
THOUSAND EIGHT HUNDRED TWENTY THREE (6823), SIX THOUSAND EIGHT HUNDRED TWENTY
FIVE (6825), SIX THOUSAND EIGHT HUNDRED TWENTY SEVEN (6827), SIX THOUSAND EIGHT
HUNDRED TWENTY NINE (6829), SIX THOUSAND EIGHT HUNDRED THIRTY ONE (6831), SIX
THOUSAND EIGHT HUNDRED FORTY ONE (6841), SIX THOUSAND EIGHT HUNDRED FORTH THREE
(6843), SIX THOUSAND EIGHT HUNDRED FORTY FIVE (6845), SIX THOUSAND EIGHT HUNDRED
FORTY SEVEN (6847), SIX THOUSAND EIGHT HUNDRED FORTY NINE (6849), SIX THOUSAND
EIGHT HUNDRED FIFTY ONE (6851), SIX THOUSAND NINE HUNDRED FIFTY ONE (6951), SIX
THOUSAND NINE HUNDRED FIFTY THREE (6953), SIX THOUSAND NINE HUNDRED FIFTY FIVE
(6955), SIX THOUSAND NINE HUNDRED FIFTY SEVEN (6957), SIX THOUSAND NINE HUNDRED
FIFTY NINE (6959), SIX THOUSAND NINE HUNDRED SIXTY ONE (6961), SIX THOUSAND NINE
HUNDRED SEVENTY ONE (6971), SIX THOUSAND NINE HUNDRED SEVENTY THREE (6973), SIX
THOUSAND NINE HUNDRED SEVENTY FIVE (6975), SIX THOUSAND NINE HUNDRED SEVENTY
SEVEN (6977), SIX THOUSAND NINE HUNDRED SEVENTY NINE (6979), SIX THOUSAND NINE
HUNDRED EIGHT ONE (6981), SIX THOUSAND NINE HUNDRED EIGHTY THREE (6983). Wayne
Estates Condominium, Section One, as recorded in Plat Book 120, page 13 of the
Plat Records of Montgomery County, Ohio, the Declaration which appears recorded
in Deed Microfiche 83-627-D10 together with interest in common area. Wayne
Condominium Section One is taken out of Lot Numbered ONE of Wayne Estates,
Section One as shown above as Parcel 1.
THE FOUNTAINS APARTMENTS
Situated in Section 23, Town 3, Range 2, in Union Township, Butler County, Ohio,
and being more particularly described as follows;
Being Lots 2, 3, 4, 5, 7 and 8 of The Fountains Apartments as
the same are designated, numbered and known on the plat of said
subdivision, recorded in Plat book 27, page 32, Plat Records,
Butler County Ohio.
Subject to easements and restrictions of record.
WILLIAMSBURG NORTH APARTMENTS
Williamsburg North Apartments, the plat of which is recorded in Plat book "F",
page 92, in the Office of the Recorder of Bartholomew County Indiana.
I-11
<PAGE>
EXHIBIT B TO ASSET PURCHASE AGREEMENT
With respect to each apartment complex described in Exhibit A, all furniture,
fixtures, refrigerators, stoves, dishwashers, disposals, air conditioning,
carpeting, office supplies and equipment, landscaping and maintenance supplies
and equipment and all other tangible personal property located at and used in
connection with the operation of each apartment complex.
I-12
<PAGE>
EXHIBIT C TO ASSET PURCHASE AGREEMENT
Property Mortgage Balance Lender
The Fountains Apartments $3,893,161.00 Credit Suisse
First Boston
Mortgage Capital
O'Hara Apartments 1,597,094.00 Credit Suisse
First Boston
Mortgage Capital
Williamsburg North Apartments 2,496,978.00 Credit Suisse
First Boston
Mortgage Capital
Wayne Estates Apartments 3,089,385.00 Credit Suisse
First Boston
Mortgage Capital
Jackson Park Apartments 1,596,746.00 Credit Suisse
First Boston
Mortgage Capital
I-13
