<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____________________ to ______________________
Commission file number 33-11064
EREIM LP Associates.
(Exact name of registrant as specified in its governing instrument)
New York 58-1739527
(State of Organization) (I.R.S. Employer Identification No.)
787 Seventh Avenue, New York, New York 10019
(Address of principal executive office) (Zip Code)
(Registrant's telephone number, including area code) (212) 554-1926
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
<PAGE> 2
EREIM LP ASSOCIATES
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 - Financial statements:
Balance sheets at March 31, 2000 and
December 31, 1999
Statements of operations for the three
months ended March 31, 2000 and 1999
Statement of partners' capital for the three
months ended March 31, 2000
Statements of cash flows for the three months
ended March 31, 2000 and 1999
Notes to financial statements
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II - OTHER INFORMATION
Items 1 through 6
Signatures
2
<PAGE> 3
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
EREIM LP ASSOCIATES
BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 2000 1999
- ------ ----------- -------------
<S> <C> <C>
Cash 10,000 10,000
Guaranty receivable from affiliate -- 26,317
Investment in EML Associates, at equity 29,717,685 29,861,970
----------- -----------
TOTAL ASSETS $29,727,685 $29,898,287
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Deferred guaranty fee $ 686,164 $ 748,543
Due to affiliates 4,620 3,471
Accrued liabilities 16,395 10,532
----------- -----------
Total liabilities 707,179 762,546
Equitable 29,409,603 29,559,387
EREIM LP Corp. (389,097) (423,646)
----------- -----------
Total partners' capital 29,020,506 29,135,741
----------- -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $29,727,685 $29,898,287
=========== ===========
</TABLE>
See notes to financial statements.
3
<PAGE> 4
EREIM LP ASSOCIATES
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------------------
2000 1999
--------- --------
<S> <C> <C>
REVENUE:
Loss in equity of EML Associates $(144,285) $(146,584)
Guaranty revenue (ML/EQ) 64,886 95,935
--------- ---------
Total revenue (79,399) (50,649)
--------- ---------
EXPENSES:
General and administrative 7,012 7,012
--------- ---------
Total expenses 7,012 7,012
--------- ---------
NET LOSS $ (86,411) $ (57,661)
========= =========
</TABLE>
See notes to financial statements
4
<PAGE> 5
EREIM LP ASSOCIATES
STATEMENT OF PARTNERS' CAPITAL
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
<TABLE>
<CAPTION>
EREIM LP
Equitable Corp. Total
------------ ------------- ----------
<S> <C> <C> <C>
Balance, December 31, 1999 $29,559,387 $ (423,646) $29,135,741
Net income (loss) (149,784) 63,373 (86,411)
Distributions to partners -- (28,824) (28,824)
----------- ----------- -----------
Balance, March 31, 2000 $29,409,603 $ (389,097) $29,020,506
=========== =========== ===========
</TABLE>
See notes to financial statements.
5
<PAGE> 6
EREIM LP ASSOCIATES
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
March 31, March 31,
2000 1999
---------- ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (86,411) $ (57,661)
---------- ----------
Adjustments to reconcile net loss to
net cash provided by operating activities:
Equity in net loss of EML Associates 144,285 146,584
Decrease in deferred guaranty fee (62,379) (62,379)
Increase in due to affiliates 1,149 9,925
Increase (decrease) in accrued liabilities 5,863 (2,913)
Decrease in guaranty fee receivable from affiliate 26,317 90,649
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 28,824 124,205
---------- ----------
FINANCING ACTIVITIES:
Distributions to partners (28,824) (124,205)
---------- ----------
NET CASH USED IN FINANCING ACTIVITIES (28,824) (124,205)
---------- ----------
NET CHANGE IN CASH -- --
CASH:
Beginning of year 10,000 10,000
---------- ----------
End of year 10,000 10,000
========== ==========
</TABLE>
See notes to financial statements.
6
<PAGE> 7
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
The financial statements of the Partnership included herein have been
prepared by the Partnership pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying unaudited financial statements reflect all adjustments, which
are of a normal recurring nature, to present fairly the Partnership's
financial position, results of operations, and cash flows at the dates and
for the periods presented. These financial statements should be read in
conjunction with the Partnership's audited financial statements and notes
thereto included in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1999, as certain footnote disclosures which would
substantially duplicate those contained in such audited financial
statements have been omitted from this report. Interim results of
operations are not necessarily indicative of results to be expected for
the fiscal year.
7
<PAGE> 8
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
1. GUARANTY AGREEMENT
The Partnership has entered into a guaranty agreement with EML Associates
(the "Venture"), a joint venture in which the Partnership holds a 20%
interest and invests in income-producing real properties and a fixed-rate
mortgage loan, to provide a minimum return to ML/EQ Real Estate Portfolio,
L.P.'s ("ML/EQ") limited partners on their capital contributions. Payments
on the guaranty are due 90 days following the earlier of the sale or other
disposition of all the properties and mortgage loans and notes or the
liquidation of ML/EQ. The minimum return will be an amount which, when
added to the cumulative distributions from ML/EQ to its limited partners,
will enable ML/EQ to provide its limited partners with a minimum return
equal to their capital contributions plus a simple annual return of 9.75%
on their adjusted capital contributions calculated from the dates of
ML/EQ's investor closings at which investors acquired their Beneficial
Assignee Certificates ("BACs"). Adjusted capital contributions are the
limited partners' original cash contributions reduced by distributions of
sale or financing proceeds and by distributions of certain funds in
reserves, as more particularly described in ML/EQ's Partnership Agreement.
The limited partners' original cash contributions have been adjusted by
that portion of distributions paid through March 31, 2000, resulting from
cash available to ML/EQ as a result of sale or financing proceeds paid to
the Venture.
The minimum return is subject to reduction in the event that certain
taxes, other than local property taxes, are imposed on ML/EQ or the
Venture, and is also subject to certain other limitations. If there were
no distributions until December 31, 2002, the expiration of the term of
ML/EQ, the maximum liability of the Partnership to the Venture under the
guaranty agreement as of March 31, 2000 is limited to $73,813,456,
plus the value of the Partnership's interest in the Venture less any
amounts contributed by the Partnership to the Venture to fund cash
deficits. The Venture has assigned its rights under the guaranty agreement
to ML/EQ. ML/EQ will have recourse under the guaranty agreement only to
the Partnership and EREIM LP Corp. as a general partner of the Partnership
but not to The Equitable Life Assurance Society of the United States
("Equitable"). Equitable has entered into a Keep Well Agreement with EREIM
LP Corp. to permit EREIM LP Corp. to pay its obligations with respect to
the guaranty agreement as they become due; provided, however, that the
maximum liability of Equitable under the Keep Well Agreement is an amount
equal to the lesser of (i) two percent of the total admitted assets of
Equitable (as determined in accordance with New York Insurance Law) or
(ii) $271,211,250. The Keep Well Agreement provides that only EREIM LP
Corp. and its successors will have the right to enforce Equitable's
obligation with respect to the guaranty agreement.
Capital contributions by the BAC holders to ML/EQ totaled $108,484,500. As
of March 31, 2000, the cumulative 9.75% simple annual return was
$111,468,412. As of March 31, 2000 cumulative distributions by ML/EQ to
the BAC holders totaled $146,139,456, of which $27,663,548 is attributable
to income form operations and $118,475,908 is attributable to sales of
Venture assets, principal payments on mortgage loans, and other capital
events. To the extent that future cash distributions to the limited
partners are insufficient to provide the specified minimum return, any
shortfall will be funded by the guarantor, up to the above described
maximum. Management does not currently believe that future cash
distributions to the limited partners from liquidation of Venture assets
will be sufficient to provide the specified minimum return. Accordingly,
the shortfall will be funded by the guarantor, up to the above described
maximum.
8
<PAGE> 9
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
1. GUARANTY AGREEMENT (Continued)
Effective as of January 1, 1997, the Partnership entered into an amendment
to the Joint Venture Agreement of the Venture between the Partnership and
ML/EQ pursuant to which the Partnership agreed to defer, without interest,
its rights to receive 20% of the Venture's distributions of sale or
financing proceeds until ML/EQ has received aggregate distributions from
the Venture in an amount equal to the capital contributions made to ML/EQ
by the BAC holders plus a noncompounded cumulative return computed at the
rate of 9.75% per annum on contributions outstanding from time to time.
Prior to the amendment, the Partnership had a right to receive 20% of all
the Venture's distributions of sale or financing proceeds on a pari passu
basis with ML/EQ. The amendment has the effect of accelerating the return
of original contributions to BAC holders to the extent that sale or
financing proceeds are realized prior to the dissolution of ML/EQ.
2. INVESTMENT IN JOINT VENTURE
In March, 1988, ML/EQ had its initial investor closing. ML/EQ contributed
$90,807,268 to the Venture. The Partnership contributed zero coupon
mortgage notes to the Venture in the amount of $22,701,817. The Venture
purchased an additional $5,675,453 of zero coupon mortgage notes from
Equitable.
In May, 1988, ML/EQ had its second and final investor closing. ML/EQ
contributed $14,965,119 to the Venture. The Partnership contributed zero
coupon mortgage notes to the Venture in the amount of $3,741,280,
including accrued interest. The Venture purchased an additional $935,320
of zero coupon mortgage notes from Equitable to bring the total amount of
zero coupon mortgage notes owned by the Venture to $33,053,870, including
accrued interest as of the dates of acquisition. One of the zero notes was
accounted for as a deed in lieu of foreclosure by the Venture on July 22,
1995. The remaining note was due on June 30, 1996. The borrower defaulted
on its obligation to repay the loan, and the collateral, Brookdale Center,
was transferred to Equitable and the Venture on December 16, 1996 as
tenants in common, pursuant to a Chapter 11 bankruptcy plan for
reorganization filed with the Bankruptcy Court by the borrower.
9
<PAGE> 10
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
2. INVESTMENT IN JOINT VENTURE (Continued)
The financial position and results of operations of the Venture are
summarized as follows:
SUMMARY OF FINANCIAL POSITION
MARCH 31, 2000 AND DECEMBER 31, 1999
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
<S> <C> <C>
Assets:
Rental property held for sale $20,442,164 $21,814,303
Cash and cash equivalents 12,076,873 11,470,313
Accounts receivable and accrued investment income 2,472,916 3,037,159
Deferred rent concessions 626,082 608,330
Prepaid expenses and other assets 467,035 240,060
Interest receivable 55,853 49,198
----------- -----------
Total assets $36,140,923 $37,219,363
=========== ===========
Liabilities and equity:
Accounts payable and accrued real estate expenses $ 852,147 $ 1,057,511
Accrued capital expenditures 62,315 198,189
Security deposits and unearned rent 438,276 454,055
Joint venturers' equity 34,788,185 35,509,608
----------- -----------
Total liabilities and equity $36,140,923 $37,219,363
=========== ===========
Partnership's share of joint venture equity $29,717,685 $29,861,970
=========== ===========
</TABLE>
10
<PAGE> 11
EREIM LP ASSOCIATES
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(unaudited)
2. INVESTMENT IN JOINT VENTURE (Continued)
SUMMARY STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
-----------------------------------
2000 1999
<S> <C> <C>
Revenue:
Rental income $ 2,523,865 $ 4,587,277
Interest on loans receivable -- 51,250
----------- -----------
Total revenue 2,523,865 4,638,527
----------- -----------
Operating expenses:
Real estate operating expenses 1,369,216 2,400,023
Depreciation and amortization -- 394,108
Real estate taxes 486,512 452,444
Property management fees 49,066 96,199
Loss on write-down of real estate assets 1,498,187 2,114,680
General and administrative expense 8,450 --
----------- -----------
Total operating expenses 3,411,431 5,457,454
----------- -----------
Loss from operations (887,566) (818,927)
----------- -----------
Other income (expense):
Loss on sale of real estate assets -- (71,562)
Interest and other nonoperating income 166,143 157,579
----------- -----------
Total other income 166,143 86,017
----------- -----------
Net income $ (721,423) $ (732,910)
=========== ===========
Partnership's share of equity in net loss of joint
venture $ (144,285) $ (146,584)
=========== ===========
</TABLE>
3. RENTAL PROPERTY HELD FOR SALE
At March 31, 2000, Northland Center, the Venture's remaining property
("Northland Center" or the "Property"), is classified as held for sale.
Northland Center is recorded at the lower of cost or estimated fair market
value, less estimated costs to sell and depreciation is no longer recorded. In
April 2000, management executed a purchase and sale agreement to sell Northland
Center for $30 million. The carrying value of Northland Center was adjusted to
the lower of cost or estimated net realizable value, resulting in a loss of
$1,498,187 recorded during the three months ended March 31, 2000. Management
expects to close this transaction prior to the end of the second quarter,
subject to customary closing conditions and results of due diligence procedures.
11
<PAGE> 12
4. LEGAL PROCEEDINGS
As discussed in the Notes to the Financial Statements of the Partnership's
December 31, 1999 audited financial statements, the Partnership is a
defendant in a consolidated action brought in the Court of Chancery of the
State of Delaware entitled IN RE: ML/EQ Real Estate Partnership Litigation.
The parties have reached an agreement in principle to settle the case
subject to approval of the court and are finalizing the documentation.
12
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the results of operations and financial condition of
the Partnership should be read in conjunction with the financial statements and
the related notes to financial statements included elsewhere herein.
Certain Forward-Looking Information
Certain of the statements contained in this Quarterly Report on Form 10-Q
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These statements include, without limitation,
statements regarding the future sale of the Property. These forward-looking
statements are included in this Quarterly Report on Form 10-Q based on the
intent, belief or current expectations of the Partnership. However, such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and actual results may differ materially from those
projected in the forward-looking statements as a result of various factors.
Although the Partnership believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that its expectations will be achieved. Factors that could cause
actual results to differ materially from the Partnership's current expectations
include general local market conditions, the investment climate for real estate,
leasing activities, individual property issues, construction delays due to
unavailability of materials, weather conditions or other causes, and the other
risks detailed from time to time in the Partnership's SEC reports, including the
Annual Report on Form 10-K for the year ended December 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Partnership had cash of $10,000. The cash is expected
to be used for general working capital purposes. The Partnership may establish
additional working capital reserves as the General Partners, from time to time
determine are appropriate.
In addition, at March 31, 2000, the Venture, in which the Partnership owns a
20% interest, had approximately $12.1 million in cash and cash equivalents. The
Venture retained this amount primarily to fund potential capital expenditures
that might have been required to retenant or reconfigure the Montgomery Ward
and J.C. Penney buildings. J.C. Penney had expressed an interest in relocating
to the smaller vacant Montgomery Ward space and another national anchor tenant
had expressed interest in occupying a significant portion of the larger J.C.
Penney space. The proposals related to this retenanting scenario involved a
significant amount of capital expenditure to be incurred by the Venture. In
March, 2000, J.C. Penney announced that they would be closing their Northland
Center store on June 1, 2000. At this time, it also appears to be highly
unlikely that the other national anchor tenant with which the Venture was
negotiating will agree to open a store in Northland Center, and no other
potential anchor tenant candidates have been identified. In light of this turn
of events, the Venture reevaluated its operating and working capital
requirements and retained approximately $3.0 million to cover potential
operating and working capital expenses. The Venture distributed $8.5 million in
the aggregate on April 25, 2000, of which $1.7 million or 20% was distributed
to the Partnership and $6.8 million or 80% was distributed to ML/EQ.
At March 31, 2000, Northland Center, the Venture's remaining property
("Northland Center" or the "Property"), is classified as held for sale.
Northland Center is recorded at the lower of cost or estimated fair market
value, less estimated costs to sell and depreciation is no longer recorded. In
April 2000, management executed a purchase and sale agreement to sell Northland
Center for $30 million. The carrying value of Northland Center was adjusted to
the lower of cost or estimated net realizable value, resulting in a loss of
$1,498,187 recorded in the three months ended March 31, 2000. Management expects
to close this transaction prior to the end of the second quarter, subject to
customary closing conditions and results of due diligence procedures.
13
<PAGE> 14
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued
FINANCIAL CONDITION
The decrease in guaranty fee receivable of approximately $26,000, or 100%, from
$26,000 at December 31, 1999 to March 31, 2000 is attributable to the payment
to EREIM LP by ML/EQ of the $26,000 guaranty fee in February 2000.
YEAR 2000
As of March 31, 2000, the Partnership and the Venture have not experienced any
material disruptions of their internal computer systems or software
applications, and have not experienced any problems with the computer systems
or software applications of their third party vendors, suppliers or service
providers. The Partnership and the Venture will continue to monitor these third
parties to determine the impact, if any, on the business of the Partnership and
the actions the Partnership must take, if any, in the event of non-compliance
by any of these third parties. Based upon the Partnership's assessment of
compliance by third parties, there appears to be no material business risk
posed by any such noncompliance.
14
<PAGE> 15
PART II
Item 1. Legal Proceedings
As discussed in the Notes to the Financial Statements of the Partnership's
December 31, 1999 audited financial statements, the Partnership is a defendant
in a consolidated action brought in the Court of Chancery of the State of
Delaware entitled IN RE: ML/EQ Real Estate Partnership Litigation. The parties
have reached an agreement in principle to settle the case subject to approval of
the court and are finalizing the documentation.
Item 2. Changes in Securities
Response: None
Item 3. Default Upon Senior Securities
Response: None
Item 4. Submission of Matters to a Vote of Security Holders
Response: None
Item 5. Other Information
Response: None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
10 Material contract:
Purchase and Sale Agreement between the Equitable Life
Assurance Society of the Unites States and G.P.
Properties, Inc., dated April 28, 2000.
27 Financial Data Schedule (for SEC filing purposes only)
b) Reports
None
15
<PAGE> 16
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Partnership has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EREIM LP ASSOCIATES
By: EREIM LP Corp.
General Partner
By: /s/ Linda M. Hart
------------------------------------------
Linda M. Hart
Vice President and Treasurer
(Principal Accounting Officer)
Dated: May 15, 2000
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- --------------------------------------------------------
<S> <C>
10 Material Contract:
Purchase and Sale Agreement between The Equitable Life
Assurance Society of the United States and G.P.
Properties, Inc., dated April 28, 2000.
27 Financial Data Schedule (for SEC filing purposes only)
</TABLE>
17
<PAGE> 1
EXHIBIT 10
NORTHLAND CENTER
PURCHASE AND SALE AGREEMENT
BETWEEN
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES,
a New York corporation
and
EML ASSOCIATES,
a New York Partnership
AS SELLER
AND
G.P. PROPERTIES, INC.
A Massachusetts corporation
AS PURCHASER
As of April 28, 2000
04/28/00
<PAGE> 2
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the
28t day of April, 2000 (the "Effective Date"), by and between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation having an
office at c/o Lend Lease Real Estate Investments, Inc., 3424 Peachtree Road,
N.E., Suite 800 Atlanta, Georgia 30326, and EML ASSOCIATES, a New York
partnership, having its office at 1290 Avenue of the Americas, Suite 1200, New
York, New York (collectively, "Seller"); and, G.P. PROPERTIES, INC., a
Massachusetts corporation ("Purchaser"), having an office at 2000 Maplewood
Drive, Maple Shade, New Jersey 08052.
W I T N E S S E T H:
ARTICLE I
PURCHASE AND SALE
1.1 Agreement of Purchase and Sale. Subject to the terms and
conditions hereinafter set forth, Seller agrees to sell and convey and
Purchaser agrees to purchase the following:
(a) that certain tract or parcel of land situated in Southfield,
Oakland County, Michigan, more particularly described on Exhibit A
attached hereto and made a part hereof, together with all and singular
the rights and appurtenances pertaining to such property, including
any right, title and interest of Seller in and to adjacent streets,
alleys or rights-of-way (the property described in clause (a) of this
Section 1.1 being herein referred to collectively as the "Land");
(b) the buildings, structures, fixtures and other improvements on
the Land, including specifically, without limitation, that certain
shopping center located thereon commonly known as Northland Shopping
Center (the property described in clause (b) of this Section 1.1 being
herein referred to collectively as the "Improvements");
(c) all of Seller's right, title and interest, including
leasehold interest, in and to all tangible personal property upon the
Land or within the Improvements, including specifically, without
limitation, appliances, furniture, carpeting, draperies and curtains,
tools and supplies, and other items of personal property (excluding
cash and all accounting and other computer software programs, as well
as all items of a proprietary nature) used exclusively in connection
with the operation of the Land and the Improvements and only as
specifically described on Exhibit B attached hereto and made a part
hereof, and including all assignable equipment leases, which are more
particularly described on Exhibit __ attached hereto and made a part
hereof, but specifically excluding all proprietary software as (the
property described in clause (c) of this Section 1.1 being herein
referred to collectively as the "Personal Property");
<PAGE> 3
(d) all of Seller's right, title and interest in and to all
agreements listed and described on Exhibit C (the "Lease Schedule")
attached hereto and made a part hereof, pursuant to which any portion
of the Land or Improvements is used or occupied by anyone other than
Seller and any guarantees and other credit enhancements thereof (the
property described in clause (d) of this Section 1.1 being herein
referred to collectively as the "Leases"); and
(e) all of Seller's right, title and interest in and to (i) such
of the assignable contracts and agreements (collectively, the
"Operating Agreements") listed and described on Exhibit D (the
"Operating Agreements Schedule") attached hereto and made a part
hereof, relating to the upkeep, repair, maintenance or operation of
the Land, Improvements or Personal Property which Purchaser elects to
assume, (ii) all assignable existing warranties and guaranties
(expressed or implied) issued to Seller in connection with the
Improvements or the Personal Property (the property described in this
Section 1.1(e) being sometimes herein referred to collectively as the
"Intangibles"), and (iii) all intangible personal property owned by
Seller relating to the Land, Improvements or Personal Property,
including all trade names, telephone and facsimile numbers, and
internet domain names. Purchaser shall inform Seller of its election
to assume any of the Operating Agreements no later than May 19, 2000,
and should Purchaser fail to inform Seller of its decision to assume
or not to assume any Operating Agreement listed on the Operating
Agreements Schedule, the Purchaser shall be deemed to have elected not
to assume such Operating Agreements.
1.2 Property Defined. The Land, the Improvements, the Personal
Property, the Leases and the Intangibles are hereinafter sometimes referred to
collectively as the "Property."
1.3. Permitted Exceptions. The Property shall be conveyed subject
to the matters which are, or are deemed to be, Permitted Exceptions pursuant to
Article II hereof (herein referred to collectively as the "Permitted
Exceptions").
1.4 Purchase Price. Seller is to sell and Purchaser is to
purchase the Property for a total of THIRTY MILLION AND 00/100 DOLLARS
($30,000,000.00) (the "Purchase Price").
1.5 Payment of Purchase Price. The Purchase Price, as increased
or decreased by prorations and adjustments as herein provided, shall be payable
in full at Closing in cash by wire transfer of immediately available federal
funds to a bank account designated by Seller in writing to Purchaser prior to
the Closing.
1.6 Earnest Money. Simultaneously with the execution and delivery
of this Agreement, Purchaser is depositing with Commonwealth Land Title
Insurance Company (the "Escrow Agent"), having its office at 900 Wilshire
Drive, Suite 305, Troy, Michigan 48084 Attention: A. Russell Messina, the sum
of One Million and No/100 Dollars ($1,000,000.00) (the "Deposit") in good
funds, either by certified bank or cashier's check or by federal wire transfer.
The Escrow Agent shall hold the Earnest Money in an interest-bearing account in
accordance with the terms and conditions of an escrow agreement entered into
among Seller, Purchaser and Escrow Agent simultaneously with the execution of
this Agreement. All interest accruing on such sums shall become a part of the
Earnest Money and shall be distributed as Earnest Money in accordance with the
terms of this Agreement.
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1.7 Independent Contract Consideration. In addition to the
Earnest Money, Purchaser shall, concurrently with its execution hereof, deliver
to Seller a check in the amount of ONE HUNDRED AND NO/100ths DOLLARS ($100.00),
which amount Seller and Purchaser agree has been bargained for as consideration
for Seller's execution and delivery of this Agreement and Purchaser's right to
inspect the Property pursuant to Article III. Such sum is in addition to and
independent of any other consideration or payment provided for in this
Agreement and is nonrefundable in all events.
ARTICLE II
TITLE AND SURVEY
2.1 Title Examination; Commitment for Title Insurance. Seller has obtained
and shall deliver to Purchaser and to the surveyor preparing the Survey, from
Commonwealth Title Insurance Company (the "Title Company"), an ALTA title
insurance commitment (the "Title Commitment") covering the Property and a
legible copy of each document referenced in the Title Commitment as an
exception to title to the Property, within two (2) business days after the
Effective Date. Purchaser shall have until the date (the "Title Exam
Deadline"), which is 10 days prior to the expiration of the Inspection Period
(defined in Section 3.1 hereof) to review the Title Commitment and at Closing,
at Seller's expense, obtain from the Title Company an Owner's Policy of Title
Insurance in the full amount of the Purchase Price pursuant to Section 2.4
hereof.
2.2 Survey. Seller has obtained, and shall deliver to Purchaser and the
Title Company, within two (2) business days after the Effective Date, at the
Seller's expense, from a surveyor or surveying firm licensed by the state in
which the Property is located, a survey of the Property meeting the minimum
standard detail requirements for an ALTA/ASCM suburban survey showing
Additional Table A items number 2, 3, 6, 8, 9, 10, 11, and 16 (the "Survey").
2.3 Title Objections; Cure of Title Objections. Purchaser shall have until
ten (10) days prior to the expiration of the Inspection Period to notify
Seller, in writing, of such objections as Purchaser may have to anything
contained in the Title Commitment or the Survey. Any item contained in the
Title Commitment or any matter shown on the Survey to which Purchaser does not
object prior to the Title Exam Deadline shall be deemed a Permitted Exception.
Time is of the essence with respect to the provisions of Section 2.3. In the
event Purchaser shall notify Seller of objections to title or to matters shown
on the Survey prior to the Title Exam Deadline, Seller shall have the right,
but not the obligation, to cure such objections. Within ten (10) days after
receipt of Purchaser's notice of objections, Seller shall notify Purchaser in
writing whether Seller elects to attempt to cure such objections. If Seller
elects to attempt to cure, and provided that Purchaser shall not have
terminated this Agreement in accordance with Section 3.2 hereof, Seller shall
have until the date of Closing to attempt to remove, satisfy or cure the same
and for this purpose Seller shall be entitled to a reasonable adjournment of
the Closing if additional time is required, but in no event shall the
adjournment exceed thirty (30) days after the date for Closing set forth in
Section 4.1 hereof. Any liquidated monetary encumbrance shall be cured at
Closing and shall not be subject to adjournment. If Seller elects not to cure
any objections specified in Purchaser's notice, or if Seller is unable to
effect a cure prior to the Closing (or any date to which the Closing has been
adjourned), Purchaser shall have the following options: (i) to accept a
conveyance of the Property subject to the Permitted Exceptions, specifically
including any matter objected to by Purchaser which Seller is unwilling or
unable to cure, and without
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reduction of the Purchase Price; or (ii) to terminate this Agreement by sending
written notice thereof to Seller, and upon delivery of such notice of
termination, this Agreement shall terminate and the Earnest Money shall be
returned to Purchaser, and thereafter neither party hereto shall have any
further rights, obligations or liabilities hereunder except to the extent that
any right, obligation or liability set forth herein expressly survives
termination of this Agreement. If Seller notifies Purchaser that Seller does
not intend to attempt to cure any title objection; or if, having commenced
attempts to cure any objection, Seller later notifies Purchaser that Seller
will be unable to effect a cure thereof; Purchaser shall, within five (5) days
after such notice has been given, notify Seller in writing whether Purchaser
shall elect to accept the conveyance under clause (i) or to terminate this
Agreement under clause (ii).
2.4 Conveyance of Title. At Closing, Seller shall convey and transfer to
Purchaser such title to the Property as will enable the Title Company to issue
to Purchaser, at Seller's expense, an ALTA Owner's Policy of Title Insurance
(the "Title Policy") covering the Property, in the full amount of the Purchase
Price at regular rates. Notwithstanding anything contained herein to the
contrary, the Property shall be conveyed subject to the following matters,
which shall be deemed to be "Permitted Exceptions":
(a) the rights of tenants, as tenants only, under the Leases and
any new Leases entered into between the Effective Date and Closing
and, where required, approved by Purchaser in accordance with the
terms of this Agreement;
(b) the lien of all ad valorem real estate taxes and assessments
not yet due and payable as of the date of Closing, subject to
adjustment as herein provided;
(c) local, state and federal laws, ordinances or governmental
regulations, including but not limited to, building and zoning laws,
ordinances and regulations, now or hereafter in effect relating to the
Property; and
(d) items appearing of record and listed on the Title Commitment
or shown on the Survey and, in either case, not objected to by
Purchaser or waived or deemed waived by Purchaser in accordance with
Sections 2.3 or 2.5 hereof.
2.5 Pre-Closing "Gap" Title Defects. Whether or not Purchaser shall have
furnished to Seller any notice of title objections pursuant to the foregoing
provisions of this Agreement, Purchaser may, at or prior to Closing, notify
Seller in writing of any objections to title first raised by the Title Company
or the Surveyor between (a) the date which is the earlier of (i) the effective
date of Purchaser's Title Commitment referred to above or (ii) the expiration
of the Inspection Period, and (b) the date on which the transaction
contemplated herein is scheduled to close. With respect to any objections to
title set forth in such notice and except for monetary objections and
objections created by or with the consent of Seller, both of which Seller shall
have an absolute obligation to cure, Seller shall have the same option to cure
and Purchaser shall have the same option to accept title subject to such
matters or to terminate this Agreement as those which apply to any notice of
objections made by Purchaser before the expiration of the Inspection Period. If
Seller elects to attempt to cure any such matters, the date for Closing shall
be automatically extended by a reasonable additional time to effect such a
cure, but in no event shall the extension exceed thirty (30) days after the
date for Closing set forth in Section 4.1 hereof.
ARTICLE III
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INSPECTION PERIOD
3.1 Right of Inspection. During the period beginning upon the Effective
Date and ending at 5:00 p.m. (local time at the Property) on June 22, 2000
(hereinafter referred to as the "Inspection Period"), Purchaser shall have the
right to make a physical inspection of the Property and to examine at such
place or places at the Property, in the offices of the property manager or
elsewhere as the same may be located, any operating files maintained by Seller
or its property manager in connection with the leasing, current maintenance
and/or management of the Property, including, without limitation, the Leases,
lease files, Operating Agreements, insurance policies, bills, invoices,
receipts and other general records relating to the income and expenses of the
Property, correspondence, surveys, plans and specifications, warranties for
services and materials provided to the Property, environmental audits and
similar materials, but excluding materials not directly related to the leasing,
current maintenance and/or management of the Property such as, without
limitation, Seller's internal memoranda, financial projections, budgets,
appraisals, accounting and tax records and similar proprietary, elective or
confidential information. Purchaser understands and agrees that any on-site
inspections of the Property shall be conducted upon at least twenty-four (24)
hours' prior written notice to Seller and in the presence of Seller or its
representative. Such physical inspection shall not unreasonably interfere with
the use of the Property by Seller or its tenants nor shall Purchaser's
inspection damage the Property in any respect Such physical inspection shall
not be invasive in any respect (unless Purchaser obtains Seller's prior written
consent), and in any event shall be conducted in accordance with standards
customarily employed in the industry and in compliance with all governmental
laws, rules and regulations. Following each entry by Purchaser with respect to
inspections and/or tests on the Property, Purchaser shall restore the Property
to a condition which is as near to its original condition as existed prior to
any such inspections and/or tests. Seller shall cooperate with Purchaser in its
due diligence but shall not be obligated to incur any liability or expense in
connection therewith. Purchaser shall not contact any tenants of the Property
without obtaining Seller's prior written consent and shall not disrupt Seller's
or Seller's tenants' activities on the Property. Purchaser agrees to indemnify
against and hold Seller harmless from any claim for liabilities, costs,
expenses (including reasonable attorneys' fees actually incurred) damages or
injuries arising out of or resulting from the inspection of the Property by
Purchaser or its agents, and notwithstanding anything to the contrary in this
Agreement, such obligation to indemnify and hold harmless Seller shall survive
Closing or any termination of this Agreement. All inspections shall occur at
reasonable times agreed upon by Seller and Purchaser.
3.2 Right of Termination. Seller agrees that in the event Purchaser
determines (such determination to be made in Purchaser's sole and absolute
discretion, and for any reason or for no reason) that the Property is not
suitable for its purposes, Purchaser shall have the right to terminate this
Agreement by giving written notice thereof to Seller prior to the expiration of
the Inspection Period. If Purchaser gives such notice of termination within the
Inspection Period, this Agreement shall terminate and the Earnest Money shall
be returned to Purchaser. Time is of the essence with respect to the provisions
of this Section 3.2. If Purchaser fails to give Seller a notice of termination
prior to the expiration of the Inspection Period, Purchaser shall no longer
have any right to terminate this Agreement under this Section 3.2.
ARTICLE IV
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CLOSING
4.1 Time and Place. The consummation of the transaction contemplated
hereby ("Closing") shall be held through escrow with the Title Company on June
27, 2000. At Closing, Seller and Purchaser shall perform the obligations set
forth in, respectively, Section 4.2 and Section 4.3, the performance of which
obligations shall be concurrent conditions.
4.2 Seller's Obligations at Closing. At Closing, Seller shall:
(a) deliver to Purchaser a duly executed limited or special
warranty deed (the "Deed") in recordable form, conveying the Land and
Improvements, subject only to the Permitted Exceptions; the warranty
of title in the Deed will be only as to claims made by, through or
under Seller and not otherwise;
(b) deliver to Purchaser a duly executed bill of sale conveying
the Personal Property with warranty of title and without warranty,
expressed or implied, as to use, merchantability and fitness for any
purpose; the warranty of title will be only as to claims made by,
through or under Seller and not otherwise;
(c) assign to Purchaser, and Purchaser shall assume, the
landlord/lessor interest in and to the Leases by duly executed
assignment and assumption agreement pursuant to which (i) Seller shall
indemnify Purchaser and hold Purchaser harmless from and against any
and all claims pertaining to the Leases arising prior to Closing and
(ii) Purchaser shall indemnify Seller and hold Seller harmless from
and against any and all claims pertaining to the Leases arising from
and after the Closing, including without limitation, claims made by
tenants with respect to tenants' security deposits to the extent paid,
credited or assigned to Purchaser;
(d) to the extent assignable, assign to Purchaser, and Purchaser
shall assume, Seller's interest in the Operating Agreements and the
other Intangibles by duly executed assignment and assumption agreement
pursuant to which (i) Seller shall indemnify Purchaser and hold
Purchaser harmless from and against any and all claims pertaining to
the Operating Agreements or other Intangibles arising prior to Closing
and (ii) Purchaser shall indemnify Seller and hold Seller harmless
from and against any and all claims pertaining to the Operating
Agreements or other Intangibles arising from and after the Closing;
(e) deliver to Purchaser such Tenant Estoppels (as defined in
Section 5.4(b) hereof) as are in Seller's possession;
(f) join with Purchaser to execute a notice in form and content
reasonably satisfactory to Purchaser and Seller which Purchaser shall
send to each tenant under each of the Leases informing such tenant of
the sale of the Property and of the assignment to Purchaser of
Seller's interest in, and obligations under, the Leases (including, if
applicable, Purchaser's receipt and responsibility for each tenant's
security deposit, to the extent such security deposit is delivered by
Seller to Purchaser) and directing that all rent and other sums
payable after the Closing under each such Lease shall be paid as set
forth in the notice;
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(g) deliver to Purchaser a certificate, dated as of the date of
Closing and executed on behalf of Seller by a duly authorized officer
thereof, stating that the representations and warranties of Seller
contained in this Agreement are true and correct in all material
respects as of the date of Closing (with appropriate modifications of
those representations and warranties made in Section 5.1 hereof to
reflect any changes therein including without limitation any changes
resulting from actions under Section 5.4 hereof) or identifying any
representation or warranty which is not, or no longer is, true and
correct and explaining the state of facts giving rise to the change.
In no event shall Seller be liable to Purchaser for, or be deemed to
be in default hereunder by reason of, any breach of representation or
warranty which results from any change that (i) occurs between the
Effective Date and the date of Closing and (ii) is expressly permitted
under the terms of this Agreement or is beyond the reasonable control
of Seller to prevent; provided, however, that the occurrence of a
change which is not permitted hereunder or is beyond the reasonable
control of Seller to prevent shall, if materially adverse to Purchaser
in Purchaser's absolute discretion, constitute the non-fulfillment of
the condition set forth in Section 4.6(b); if, despite changes or
other matters described in such certificate, the Closing occurs,
Seller's representations and warranties set forth in this Agreement
shall be deemed to have been modified by all statements made in such
certificate;
(h) deliver to Purchaser such evidence as Purchaser's counsel
and/or the Title Company may reasonably require as to the authority of
the person or persons executing documents on behalf of Seller;
(i) deliver to Purchaser an affidavit duly executed by Seller
stating that Seller is not a "foreign person" as defined in the
Federal Foreign Investment in Real Property Tax Act of 1980 and the
1984 Tax Reform Act;
(j) deliver to Purchaser the Leases, Operating Agreements and
licenses and permits, if any, in the possession of Seller or Seller's
agents, together with such leasing and property files and records
which are material in connection with the continued operation, leasing
and maintenance of the Property. Purchaser shall reasonably cooperate
with Seller for a period of seven (7) years after Closing in case of
Seller's need in response to any legal requirement, a tax audit, tax
return preparation or litigation threatened or brought against Seller,
by allowing Seller and its agents or representatives access, upon
reasonable advance notice (which notice shall identify the nature of
the information sought by Seller), at all reasonable times to examine
and make copies of any and all instruments, files and records, which
right shall survive the Closing, provided that such access shall be
subject to reasonable supervision by Purchaser and shall not cause the
files and records to become disorganized. Seller shall reimburse
Purchaser for all actual costs incurred by Purchaser in providing such
assistance and cooperation;
(k) deliver to Purchaser possession and occupancy of the
Property, subject to the Permitted Exceptions and deliver to Purchaser
possession of the Personal Property; and
(l) deliver such additional documents as shall be reasonably
required to consummate the transaction expressly contemplated by this
Agreement including a customary affidavit to the Title Company.
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4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:
(a) pay to Seller the full amount of the Purchase Price, as
increased or decreased by prorations and adjustments as herein
provided, in immediately available wire transferred funds pursuant to
Section 1.5 above, it being agreed that at Closing the Earnest Money
shall be delivered to Seller and applied towards payment of the
Purchase Price;
(b) join Seller in execution of the instruments described in
Sections 4.2(c), 4.2(d), and 4.2(f) above;
(c) deliver to Seller a letter duly executed by Purchaser,
confirming that Purchaser is not acquiring the Property with the
assets of an employee benefit plan as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), and, in the
event Purchaser is unable or unwilling to make such a representation,
Purchaser shall be deemed to be in default hereunder, and Seller shall
have the right to terminate this Agreement and to receive and retain
the Earnest Money;
(d) deliver to Seller such evidence as Seller's counsel and/or
the Title Company may reasonably require as to the authority of the
person or persons executing documents on behalf of Purchaser; and
(e) deliver such additional documents as shall be reasonably
required to consummate the transaction contemplated by this Agreement.
4.4 Credits and Prorations.
(a) All income and expenses of the Property, including the
following shall be apportioned with respect to the Property as of
11:59 p.m., on the day immediately preceding Closing, as if Purchaser
were vested with title to the Property during the entire day upon
which Closing occurs:
(i) rents, if any, as and when collected (the term "rents" as
used in this Agreement includes all payments due and payable
by tenants under the Leases);
(ii) ad valorem taxes (including personal property taxes on
the Personal Property) levied against the Property;
(iii) payments under such of the Operating Agreements which
Purchaser elects to assume;
(iv) gas, electricity and other utility charges for which
Seller is liable, if any, such charges to be apportioned at
Closing on the basis of the most recent meter reading
occurring prior to Closing; and
(v) any other operating expenses or other items pertaining to
the Property which are customarily prorated between a
purchaser and a seller in the area in which the Property is
located.
(b) Notwithstanding anything contained in the foregoing provisions:
(i) At Closing, (A) Seller shall, at Seller's option, either
deliver to Purchaser any security deposits , last months
rents and prepaid rents actually held by Seller
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<PAGE> 10
pursuant to the Leases or credit to the account of Purchaser
the amount of such security deposits, last months rents and
prepaid rents (to the extent such security deposits are not
applied against delinquent rents or otherwise as provided in
the Leases; provided that Seller shall not modify its present
policy and practice with respect to the application of
security deposits to delinquencies), and (B) Purchaser shall
credit to the account of Seller all refundable cash or other
deposits posted with utility companies serving the Property
which are transferred to the benefit of Purchaser, or, at
Seller's option, Seller shall be entitled to receive and
retain such refundable cash and deposits.
(ii) Any ad valorem taxes paid at or prior to Closing shall
be prorated based upon the amounts actually paid. If ad
valorem taxes and related assessments for the current year
have not been paid before Closing, Seller shall be charged at
Closing an amount equal to that portion of such taxes and
assessments which relates to the period before Closing and
Purchaser shall pay the taxes and related assessments prior
to their becoming delinquent. Any such apportionment made
with respect to a tax year for which the tax rate or assessed
valuation, or both, have not yet been fixed shall be based
upon the tax rate and/or assessed valuation last fixed. To
the extent that the actual taxes and assessments for the
current year differ from the amount apportioned at Closing by
more than Five Hundred and 00/100 Dollars ($500.00), the
parties shall make all necessary adjustments by appropriate
payments between themselves following Closing and within
twenty (20) days after the actual amount is known.
(iii) Charges referred to in Section 4.4(a) above which are
payable by any tenant to a third party shall not be
apportioned hereunder, and Purchaser shall accept title
subject to any of such charges unpaid and Purchaser shall
look solely to the tenant responsible therefor for the
payment of the same. If Seller shall have paid any of such
charges on behalf of any tenant, and shall not have been
reimbursed therefor by the time of Closing, Purchaser shall
credit to Seller an amount equal to all such charges so paid
by Seller only if the lease expressly so provides or such
payment is consistent with prior practice, and reimbursement
from tenant is not past due.
(iv) As to gas, electricity and other utility charges
referred to in Section 4.4(a)(iv) above, Seller may on notice
to Purchaser elect to pay one or more of all of said items
accrued to the date hereinabove fixed for apportionment
directly to the person or entity entitled thereto, and to the
extent Seller so elects, such item shall not be apportioned
hereunder, and Seller's obligation to pay such item directly
in such case shall survive the Closing or if prorated based
on an estimate, the parties shall adjust within twenty (20)
days after the actual amount is known.
(v) The Personal Property is included in this sale, without
further charge, except that Purchaser shall pay to Seller the
amount of any and all sales or similar taxes payable in
connection with the Personal Property and Purchaser shall
execute and deliver any tax returns required of it in
connection therewith, said obligations of Purchaser to
survive Closing.
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(vi) Purchaser shall be responsible for the payment of (A)
all Tenant Inducement Costs (as hereinafter defined), leasing
commissions or other expenses, including legal fees, incurred
by Seller pursuant to a renewal, an expansion or a new lease,
which become due and payable (whether before or after
Closing) (1) as a result of any renewals or expansions of
existing Leases, approved or deemed approved in accordance
with Section 5.4 hereof, between the Effective Date and the
date of Closing, and (2) under any new Leases, approved or
deemed approved in accordance with Section 5.4 hereof,
entered into between the Effective Date and the date of
Closing, and (B) all Tenant Inducement Costs and leasing
commissions which become due and payable from and after the
date of Closing. If, as of the date of Closing, Seller shall
have paid any Tenant Inducement Costs or leasing commissions
for which Purchaser is responsible pursuant to the foregoing
provisions, Purchaser shall reimburse Seller therefor at
Closing. For purposes hereof, the term "Tenant Inducement
Costs" shall mean any out-of-pocket payments required under a
Lease to be paid by the landlord thereunder to or for the
benefit of the tenant thereunder which is in the nature of a
tenant inducement, including specifically, without
limitation, tenant improvement costs, lease buyout costs, and
moving, design, refurbishment and club membership allowances.
The term "Tenant Inducement Costs" shall not include loss of
income resulting from any free rental period, it being agreed
that Seller shall bear the loss resulting from any free
rental period until the date of Closing and that Purchaser
shall bear such loss from and after the date of Closing.
(vii) Unpaid rent and delinquent rent collected by Seller and
Purchaser after the date of Closing shall be delivered as
follows: (a) if Seller collects any unpaid or delinquent rent
for the Property, Seller shall, within fifteen (15) days
after the receipt thereof, deliver to Purchaser any such rent
which Purchaser is entitled to hereunder relating to the date
of Closing and any period thereafter, and (b) if Purchaser
collects any unpaid or delinquent rent from the Property,
Purchaser shall, within fifteen (15) days after the receipt
thereof, deliver to Seller any such rent which Seller is
entitled to hereunder relating to the period prior to the
date of Closing. Seller and Purchaser agree that all rent
received by Seller or Purchaser after the date of Closing
shall be applied first to current rentals and then to
delinquent rentals, if any, in inverse order of maturity.
Purchaser will make a good faith effort after Closing to
collect all rents in the usual course of Purchaser's
operation of the Property, but Purchaser will not be
obligated to institute any lawsuit or other collection
procedures to collect delinquent rents. Seller may not
institute legal action against a current tenant without
Purchaser's consent. In the event that there shall be any
rents or other charges under any Leases which, although
relating to a period prior to Closing, do not become due and
payable until after Closing or are paid prior to Closing but
are subject to adjustment after Closing (such as year end
common area expense reimbursements and the like), then any
rents or charges of such type received by Purchaser or its
agents or Seller or its agents subsequent to Closing shall,
to the extent applicable to a period extending through the
Closing, be prorated between Seller and Purchaser as of
Closing and Seller's portion thereof shall be remitted
promptly to Seller by Purchaser.
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<PAGE> 12
(c) The provisions of this Section 4.4 shall survive Closing.
4.5 Closing Costs. Seller shall pay (a) the fees of any counsel
representing it in connection with this transaction; (b) one-half (1/2) of any
escrow fee which may be charged by the Escrow Agent or Title Company; (c) the
cost of the Survey; (d) the fee for the title examination; (e) the premium for
the Owner's Policy of Title Insurance to be issued to Purchaser by the Title
Company at Closing; and (f) pay any transfer tax, documentary stamp tax or
similar tax which becomes payable by reason of the transfer of the Property.
Purchaser shall (x) pay the fees of any counsel representing Purchaser in
connection with this transaction; (y) pay the fees for recording the deed
conveying the Property to Purchaser; and (z) pay one-half (1/2) of any escrow
fees charged by the Escrow Agent or Title Company. All other costs and expenses
incident to this transaction and the closing thereof shall be paid by the party
incurring same.
4.6 Conditions Precedent to Obligation of Purchaser. The obligation of
Purchaser to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date of Closing of all of the following
conditions, any or all of which may be waived by Purchaser in its sole
discretion:
(a) Seller shall have delivered to Purchaser all of the items
required to be delivered to Purchaser pursuant to the terms of this
Agreement, including but not limited to, those provided for in Section
4.2.
(b) All of the representations and warranties of Seller contained
in this Agreement shall be true and correct in all material respects
as of the date of Closing (with appropriate modifications permitted
under this Agreement or not adverse to Purchaser).
(c) Seller shall have performed and observed, in all material
respects, all covenants and agreements of this Agreement to be
performed and observed by Seller as of the date of Closing.
4.7 Conditions Precedent to Obligation of Seller. The obligation of Seller
to consummate the transaction hereunder shall be subject to the fulfillment on
or before the date of Closing of all of the following conditions, any or all of
which may be waived by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted
pursuant to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items
required to be delivered to Seller pursuant to the terms of this
Agreement, including but not limited to, those provided for in Section
4.3.
(c) All of the representations and warranties of Purchaser
contained in this Agreement shall be true and correct in all material
respects as of the date of Closing.
(d) Purchaser shall have performed and observed, in all material
respects, all covenants and agreements of this Agreement to be
performed and observed by Purchaser as of the date of Closing.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
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5.1 Representations and Warranties of Seller. Seller hereby makes the
following representations and warranties to Purchaser as of the Effective Date:
(a) Organization and Authority. Seller has been duly organized
and is validly existing under the laws of New York. Seller has the
full right and authority to enter into this Agreement and, subject to
the provisions of Section 10.6 hereof, to transfer all of the Property
to be conveyed by Seller pursuant hereto and to consummate or cause to
be consummated the transactions contemplated herein to be made by
Seller. The person signing this Agreement on behalf of Seller is
authorized to do so.
(b) Pending Actions. To Seller's knowledge, there is no action,
suit, arbitration, unsatisfied order or judgment, governmental
investigation or proceeding pending against the Property or the
transaction contemplated by this Agreement, which, if adversely
determined, could individually or in the aggregate have a material
adverse effect on title to the Property or any portion thereof or
which could in any material way interfere with the consummation by
Seller of the transaction contemplated by this Agreement.
(c) Leases. Seller is the lessor or landlord or the successor
lessor or landlord under the Leases. Except as set forth in the Lease
Schedule, to Seller's knowledge, there are no other leases or
occupancy agreements affecting the Property. Except as otherwise set
forth in the Leases, to Seller's knowledge, no presently effective
rent concessions have been given to any tenants and no rent has been
paid in advance by any tenants respecting a period subsequent to the
Closing. No tenants have asserted in writing any claims, defenses or
offsets to rent accruing from and after the date of Closing. To
Seller's knowledge, except as disclosed to Purchaser, no material
default, delinquency or breach exists on the part of any tenant. There
are no material defaults or breaches on the part of the landlord under
any Lease. In the event that any Tenant Estoppel delivered to
Purchaser with respect to any Lease shall contain any statement of
fact, information or other matter which is inconsistent with the
matters stated in Seller's representations in this Section 5.1(c), the
Tenant Estoppel shall control and Seller shall have no liability for
any claim based upon a breach of representation regarding such
statement of fact, information or other matter contained in the Tenant
Estoppel. Notwithstanding anything to the contrary contained in this
Agreement, Seller does not represent or warrant that any particular
Lease will be in force or effect at Closing or that the tenants under
the Leases will have performed their obligations thereunder. The
termination of any Lease prior to Closing by reason of the tenant's
default shall not affect the obligations of Purchaser under this
Agreement in any manner or entitle Purchaser to an abatement of or
credit against the Purchase Price or give rise to any other claim on
the part of Purchaser.
(d) Lease Brokerage. To Seller's knowledge, there are no lease
brokerage agreements, leasing commission agreements or other
agreements providing for payments of any amounts for leasing
activities or procuring tenants with respect to the Property other
than as disclosed in Exhibit C. Seller hereby represents and warrants
that all such commissions that have heretofore become due and payable
have been paid.
(e) No Violations. To Seller's knowledge, Seller has not received
prior to the Effective Date any written notification from any
governmental or public authority (i) that the Property is in violation
of any applicable fire, health, building, use, occupancy or
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<PAGE> 14
zoning laws where such violation remains outstanding and, if
unaddressed, would have a material adverse effect on the use of the
Property as currently owned and operated or (ii) that any work is
required to be done upon or in connection with the Property, where
such work remains outstanding and, if unaddressed, would have a
material adverse effect on the use of the Property as currently owned
and operated.
(f) Taxes and Assessments. True and complete copies of the most
recent real estate tax bills for the Property received by Seller have
been delivered to Purchaser. Except as disclosed, Seller has not
filed, and has not retained anyone to file, notices of protests
against, or to commence action to review, real property tax
assessments against the Property.
(g) Condemnation. To Seller's knowledge, no condemnation
proceedings relating to the Property are pending or threatened.
(h) Insurance. To Seller's knowledge, Seller has not received any
written notice from any insurance company or board of fire
underwriters of any defects or inadequacies in or on the Property or
any part or component thereof that would materially and adversely
affect the insurability of the Property or cause any material increase
in the premiums for insurance for the Property that have not been
cured or repaired.
(i) Environmental Matters. Except as set forth in the Phase I
Environmental Site Assessment prepared by Dames & Moore dated July 8,
1999; the Phase II Environmental Site Assessment prepared by Dames &
Moore dated September 23, 1999; the October 11, 1999 letter from Neal
Stump of Lend Lease Real Estate Investments, Inc., to the Michigan
Department of Environmental Quality (the "MDEQ"); the October 21, 1999
letter from the MDEQ to Neal Stump; and the December 13, 1999 letter
from Anna Maiuri, Esq. of Miller, Canfield, Paddock and Stone, P.L.C.
to Joseph Kay of Northland Tire Center, copies of which have been
delivered to Purchaser, to Seller's knowledge, Seller has received no
written notification that any governmental or quasi-governmental
authority has determined that there are any violations of
environmental statutes, ordinances or regulations affecting the
Property. As used herein, "Hazardous Substances" means all hazardous
or toxic materials, substances, pollutants, contaminants, or wastes
currently identified as a hazardous substance or waste in the
Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (commonly known as "CERCLA"), as amended, the Superfund
Amendments and Reauthorization Act (commonly known as "SARA"), the
Resource Conservation and Recovery Act (commonly known as "RCRA"), or
any other federal, state or local legislation or ordinances applicable
to the Property.
5.2 Knowledge Defined. References to the "knowledge" of Seller shall refer
only to the actual knowledge of the Designated Employees (as hereinafter
defined) of Lend Lease Real Estate Investments, Inc. ("Lend Lease"), the
manager of this asset for Seller, and shall not be construed, by imputation or
otherwise, to refer to the knowledge of Seller, Lend Lease or any affiliate of
either of them, to any property manager, or to any other officer, agent,
manager, representative or employee of Seller or Land Lease or any affiliate
thereof or to impose upon such Designated Employees any duty to investigate the
matter to which such actual knowledge,
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<PAGE> 15
or the absence thereof, pertains. As used herein, the term "Designated
Employees" shall refer to the following person: Neil Stump.
5.3 Survival of Seller's Representations and Warranties. The
representations and warranties of Seller set forth in Section 5.1 as updated by
the certificate of Seller to be delivered to Purchaser at Closing in accordance
with Section 4.2(g) hereof, shall survive Closing for a period of six (6)
months. No claim for a breach of any representation or warranty of Seller shall
be actionable or payable (a) if the breach in question results from or is based
on a condition, state of facts or other matter which was known to Purchaser
prior to Closing ("known to Purchaser" meaning the actual knowledge of Marshall
J. Cohen), (b) unless the valid claims for all such breaches collectively
aggregate more than Thirty Thousand Dollars ($30,000), in which event the full
amount of such claims shall be actionable, and (c) unless written notice
containing a description of the specific nature of such breach shall have been
given by Purchaser to Seller within ten (10) days after the expiration of said
six (6) month period and an action shall have been commenced by Purchaser
against Seller within six (6) months after the termination of the survival
period provided for above in this Section 5.3. Purchaser agrees to first seek
recovery under any insurance policies, service contracts and Leases prior to
seeking recovery from Seller, and Seller shall not be liable to Purchaser if
Purchaser's claim is satisfied from such insurance policies, service contracts
or Leases. As used herein, the term "Cap" shall mean the total aggregate amount
of Five Hundred Thousand Dollars ($500,000). In no event shall Seller's
aggregate liability to Purchaser for breach of any representation or warranty
of Seller in this Agreement, the certificate to be delivered by Seller at
Closing pursuant to Section 4.2(g) hereof, or otherwise, exceed the amount of
the Cap.
5.4 Covenants of Seller. Seller hereby covenants with Purchaser as
follows:
(a) From the Effective Date hereof until the Closing or earlier
termination of this Agreement, Seller shall use reasonable efforts to
operate and maintain the Property in a manner generally consistent
with the manner in which Seller has operated and maintained the
Property prior to the date hereof.
(b) Seller shall request a Tenant Estoppel (as hereafter defined)
from every tenant and use reasonable efforts (but without obligation
to incur any cost or expense) to obtain and deliver to Purchaser prior
to Closing, written estoppel certificates (i) from all three Anchors
(as defined below) which are tenants under Leases and (ii) from 75% of
those Tenants who are not Anchors (as defined below) at the Property
(based on square total occupied square footage, excluding space
occupied by Anchors (as defined below))(other than tenants under
Leases consisting of licenses and concession agreements which have
terms, including any rights to renew or extend, not in excess of
twelve months as of May 1, 2000; such estoppel letters to be in
substantially the form annexed hereto as Exhibit E; provided, however,
that if any Lease provides for the form of content of an estoppel
certificate, Purchaser shall accept an estoppel certificate as called
for therein if any tenant refuses to execute one in the form annexed
hereto as Exhibit E after being requested to do so by Seller. The
signed certificates are referred to herein as the "Tenant Estoppels."
An Anchor shall mean Hudsons, Penney's, and Target. Purchaser's
obligations under this Agreement to complete Closing and pay the
Purchase Price shall not be relieved if Seller is unable to obtain any
Tenant Estoppel required to be delivered after using its reasonable
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<PAGE> 16
efforts to obtain it if Seller instead, at Seller's sole option,
executes a Seller Tenant Estoppel for such tenant. If any such tenant
does have a claim which would entitle it to set-off the amount of the
claim against rent due under the lease and the amount of such claim is
ascertainable, Seller shall have the right, at its sole option, to
give Purchaser a credit against the cash portion of the Purchase Price
in the amount of the claim; and, in such event, Purchaser shall
complete Closing and take subject to such claim. If Seller has
delivered a Seller Tenant Estoppel to Purchaser for one or more
tenants and within ninety (90) days following Closing, Seller or
Purchaser receives an acceptable Tenant Estoppel from any such tenant,
then the Landlord's Tenant Estoppel for such tenant shall be deemed
null and void. Subject to the limitations set forth in Section 3.1
hereof with regard to contacting tenants, Seller agrees to provide
contact information to Purchaser for all tenants so that Purchaser may
follow-up on obtaining Tenant Estoppels.
(c) A copy of any renewal or expansion of an existing
Lease or of any new Lease which Seller wishes to execute between the
Effective Date and the date of Closing will be submitted to Purchaser
prior to execution by Seller together with all necessary supporting
documentation and an itemization of all Tenant Inducement Costs,
leasing commissions and other costs and expenses relating to such
Lease for which Seller expects reimbursement from or payment by
Purchaser. Purchaser agrees to notify Seller in writing within three
(3) business days after its receipt thereof of either its approval or
disapproval, including all Tenant Inducement Costs, leasing
commissions and other costs and expenses specified by Seller. In the
event Purchaser fails to notify Seller in writing of its approval or
disapproval within the three (3) day time period for such purpose set
forth above, such failure shall be deemed the approval by Purchaser.
At Closing, Purchaser shall reimburse Seller for any Tenant Inducement
Costs, leasing commissions and other costs and expenses disclosed to
and accepted by Purchaser hereunder, in accordance with Section
4.4(b)(vi).
(d) Seller shall terminate all Operating Agreements not assumed
by Purchaser and shall indemnify and hold Purchaser harmless from
liability under such Operating Agreements.
5.5 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller:
(a) Purchaser is not acquiring the Property with the assets of an
employee benefit plan as defined in Section 3(3) of ERISA.
(b) Purchaser has the full right, power and authority to purchase
the Property as provided in this Agreement and to carry out
Purchaser's obligations hereunder, and all requisite action necessary
to authorize Purchaser to enter into this Agreement and to carry out
its obligations hereunder have been, or by the Closing will have been,
taken. The person signing this Agreement on behalf of Purchaser is
authorized to do so.
(c) There is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending against
Purchaser which, if adversely determined,
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<PAGE> 17
could individually or in the aggregate materially interfere with the
consummation of the transaction contemplated by this Agreement.
5.6 Survival of Purchaser's Representations and Warranties. The
representation and warranties of Purchaser set forth in Section 5.5(a) shall
survive Closing and shall be a continuing representation and warranty without
limitation. All other representations and warranties of Purchaser shall survive
Closing for a period of six (6) months.
5.7 Covenants of Purchaser. Purchaser hereby covenants with Seller that
Purchaser shall, in connection with its investigation of the Property during
the Inspection Period, inspect the Property for the presence of Hazardous
Substances (as defined in Section 5.1(h), hereof), and shall furnish to Seller
copies of any reports received by Purchaser in connection with any such
inspection. Purchaser hereby assumes full responsibility for such inspections
and, except for claims based on representations or warranties contained in
Section 5.1(h), irrevocably waives any claim against Seller arising from the
presence of Hazardous Substances on the Property, such waiver shall not be
construed as an indemnity by Purchaser with respect to any claim made by an
unaffiliated third party, including any governmental agency, against Seller.
Purchaser shall also furnish to Seller copies of any other reports received by
Purchaser from third parties relating to any other inspections of the Property
conducted on Purchaser's behalf, if any (including, specifically, without
limitation, any reports analyzing compliance of the Property with the
provisions of the Americans with Disabilities Act ("ADA"), 42 U.S.C. ss.12101,
et seq., if applicable).
ARTICLE VI
DEFAULT
6.1 Default by Purchaser. If Purchaser defaults under this Agreement,
Seller shall have the right to terminate this Agreement and receive and retain
the Earnest Money hereunder as its sole and exclusive remedy, Seller hereby
waiving the right to pursue any other remedy available at law or in equity as a
result of such default including, without limitation, the right to recover
damages against Purchaser for Purchaser's default.
6.2 Default by Seller. In the event that Seller fails to consummate this
Agreement for any reason other than Purchaser's default or the permitted
termination of this Agreement by Seller or Purchaser as herein expressly
provided, Purchaser shall be entitled, as its sole remedy, either (a) to
receive the return of the Earnest Money, which return shall operate to
terminate this Agreement and release Seller from any and all liability
hereunder, or (b) to enforce specific performance of Seller's obligation to
execute and deliver the documents specified in Section 4.2, it being understood
and agreed that the remedy of specific performance shall not be available to
enforce any other obligation of Seller hereunder. Purchaser expressly waives
its rights to seek damages in the event of Seller's default hereunder.
Purchaser shall be deemed to have elected to terminate this Agreement and
receive back the Earnest Money if Purchaser fails to file suit for specific
performance against Seller in a court having jurisdiction in the county and
state in which the Property is located, on or before thirty (30) days following
the date upon which Closing was to have occurred.
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<PAGE> 18
RISK OF LOSS
7.1 Minor Damage. In the event of loss or damage to the Property or any
portion thereof which is not "major" (as hereinafter defined), this Agreement
shall remain in full force and effect provided Seller performs any necessary
repairs or, at Purchaser's option, assigns to Purchaser all of Seller's right,
title and interest to any claims and proceeds Seller may have with respect to
any casualty insurance policies or condemnation awards relating to the premises
in question. In the event that Purchaser elects to require Seller to perform
repairs upon the Property, Seller shall use reasonable efforts to complete such
repairs promptly and the date of Closing shall be extended a reasonable time in
order to allow for the completion of such repairs. If Purchaser elects to accept
Seller's assignment of a casualty claim to Purchaser, the Purchase Price shall
be reduced by an amount equal to the deductible amount under Seller's insurance
policy. Upon Closing, full risk of loss with respect to the Property shall pass
to Purchaser.
7.2 Major Damage. In the event of a "major" loss or damage, either Seller
or Purchaser may terminate this Agreement by written notice to the other party,
in which event the Earnest Money shall be returned to Purchaser. If Seller
elects to terminate, in addition to returning the Earnest Money to Purchaser,
Seller agrees to reimburse Purchaser for its actual third party costs and
expenses in connection with its due diligence hereunder. If neither Seller nor
Purchaser elects to terminate this Agreement within ten (10) days after Seller
sends Purchaser written notice of the occurrence of major loss or damage, then
Seller and Purchaser shall be deemed to have elected to proceed with Closing, in
which event Seller shall, at Purchaser's option, either (a) perform any
necessary repairs, or (b) assign to Purchaser all of Seller's right, title and
interest to any claims and proceeds Seller may have with respect to any casualty
insurance policies or condemnation awards relating to the premises in question.
In the event that Purchaser elects to require Seller to perform repairs upon the
Property, Seller shall use reasonable efforts to complete such repairs promptly
and the date of Closing shall be extended a reasonable time in order to allow
for the completion of such repairs. If Purchaser elects to accept Seller's
assignment of a casualty claim to Purchaser, the Purchase Price shall be reduced
by an amount equal to the deductible amount under Seller's insurance policy.
Upon Closing, full risk of loss with respect to the Property shall pass to
Purchaser.
7.3 Definition of "Major" Loss or Damage. For purposes of Sections 7.1 and
7.2, "major" loss or damage refers to the following: (i) loss or damage to the
Property or any portion thereof such that the cost of repairing or restoring the
premises in question to a condition substantially identical to that of the
premises in question prior to the event of damage would be, in the opinion of an
architect selected by Seller and reasonably approved by Purchaser, equal to or
greater than Two Million and No/100 Dollars ($2,000,000) and (ii) any loss due
to a condemnation which permanently and materially impairs the current use of
the Property. If Purchaser does not give notice to Seller of Purchaser's reasons
for disapproving an architect within five (5) business days after receipt of
notice of the proposed architect, Purchaser shall be deemed to have approved the
architect selected by Seller.
ARTICLE VIII
COMMISSIONS
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<PAGE> 19
8.1 Brokerage Commissions. In the event the transaction contemplated by
this Agreement is consummated, but not otherwise, Seller agrees to pay to
Rockwood Realty Associates, L.L.C. (the "Broker") at Closing a brokerage
commission pursuant to a separate written agreement between Seller and Broker.
Each party agrees that should any claim be made for brokerage commissions or
finder's fees by any broker or finder other than the Broker by, through or on
account of any acts of said party or its representatives, said party will
indemnify and hold the other party free and harmless from and against any and
all loss, liability, cost, damage and expense in connection therewith. The
provisions of this paragraph shall survive Closing or earlier termination of
this Agreement.
ARTICLE IX
DISCLAIMERS AND WAIVERS
9.1 No Reliance on Documents. Except as expressly stated herein, Seller
makes no representation or warranty as to the truth, accuracy or completeness of
any materials, data or information delivered by Seller to Purchaser in
connection with the transaction contemplated hereby. Purchaser acknowledges and
agrees that all materials, data and information delivered by Seller to Purchaser
in connection with the transaction contemplated hereby are provided to Purchaser
as a convenience only and that any reliance on or use of such materials, data or
information by Purchaser shall be at the sole risk of Purchaser, except as
otherwise expressly stated herein. Without limiting the generality of the
foregoing provisions, Purchaser acknowledges and agrees that (a) any
environmental or other report with respect to the Property which is delivered by
Seller to Purchaser shall be for general informational purposes only, (b)
Purchaser shall not have any right to rely on any such report delivered by
Seller to Purchaser, but rather will rely on its own inspections and
investigations of the Property and any reports commissioned by Purchaser with
respect thereto, and (c) neither Seller, any affiliate of Seller nor the person
or entity which prepared any such report delivered by Seller to Purchaser shall
have any liability to Purchaser for any inaccuracy in or omission from any such
report.
9.2 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY
WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSed OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR
REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE (OTHER THAN SELLER'S limited WARRANTY OF TITLE TO BE SET FORTH IN
THE DEED), ZONING, TAX CONSEQUENCES, latent or patent PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH,
ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING
SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE
PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY
PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY
ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESSed OR IMPLIED
WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO
THE PROPERTY OR RELATING THERETO (including specifically, without limitation,
property information packages distributed with respect to the property) MADE OR
FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR
AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN,
DIRECTLY OR INDIRECTLY, orALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN
THIS
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<PAGE> 20
AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL
CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER
DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE
EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY
HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY
SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER
OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH
IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL
AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S
INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER (and Seller's officers, directors,
shareholders, employees and agents) FROM AND AGAINST ANY AND ALL CLAIMS,
DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF
ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE
ASSERTED OR ALLEGED AGAINST SELLER (and Seller's officers, directors,
shareholders, employees and agents) AT ANY TIME BY REASON OF OR ARISING OUT OF
ANY latent or patent CONSTRUCTION DEFECTS or PHYSICAL CONDITIONS, VIOLATIONS OF
ANY APPLICABLE LAWS (INCLUDING, without limitation, ANY ENVIRONMENTAL LAWS) AND
ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING
THE PROPERTY. PURCHASER AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL
OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE
REQUIRED AFTER THE DATE OF CLOSING, SUCH CLEAN-UP, REMOVAL OR REMEDIATION SHALL
BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF
PURCHASER.
9.3 Effect and Survival of Disclaimers. Seller and Purchaser acknowledge
that the compensation to be paid to Seller for the Property has been decreased
to take into account that
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<PAGE> 21
the Property is being sold subject to the provisions of this Article IX. Seller
and Purchaser agree that the provisions of this Article IX shall survive
Closing.
ARTICLE X
MISCELLANEOUS
10.1 Confidentiality. Purchaser and its representatives shall hold in
strictest confidence all data and information obtained with respect to Seller or
its business, whether obtained before or after the execution and delivery of
this Agreement, and shall not disclose the same to others; provided, however,
that it is understood and agreed that Purchaser may disclose such data and
information to the employees, consultants, accountants and attorneys of
Purchaser provided that such persons agree in writing to treat such data and
information confidentially. In the event this Agreement is terminated or
Purchaser fails to perform hereunder, Purchaser shall promptly return to Seller
any statements, documents, schedules, exhibits or other written information
obtained from Seller in connection with this Agreement or the transaction
contemplated herein. It is understood and agreed that, with respect to any
provision of this Agreement which refers to the termination of this Agreement
and the return of the Earnest Money to Purchaser, Fifty Thousand and no/100
Dollars ($50,000.00) of such Earnest Money shall not be returned to Purchaser
unless and until Purchaser has fulfilled its obligation to return to Seller the
materials described in the preceding sentence. In the event of a breach or
threatened breach by Purchaser or its agents or representatives of this Section
10.1, Seller shall be entitled to an injunction restraining Purchaser or its
agents or representatives from disclosing, in whole or in part, such
confidential information. Nothing herein shall be construed as prohibiting
Seller from pursuing any other available remedy at law or in equity for such
breach or threatened breach. The provisions of this Section 10.1 shall survive
Closing.
10.2 Public Disclosure. Prior to Closing, any release to the public of
information with respect to the sale contemplated herein or any matters set
forth in this Agreement will be made only in the form approved by Purchaser and
Seller and their respective counsel.
10.3 Discharge of Obligations. The acceptance of the Deed by Purchaser shall
be deemed to be a full performance and discharge of every representation and
warranty made by Seller herein and every agreement and obligation on the part of
Seller to be performed pursuant to the provisions of this Agreement, except
those which are herein specifically stated to survive Closing.
10.4 Assignment. Purchaser may not assign its rights under this Agreement
without first obtaining Seller's written approval, which approval may be given
or withheld in Seller's reasonable discretion; provided, however, that Purchaser
shall have the absolute right to assign its rights hereunder to an entity in
which Marshall Cohen, Mark Perechocky or Joel Gershman is a principal. Under no
circumstances shall Purchaser have the right to assign this Agreement to any
person or entity owned or controlled by an employee benefit plan if Seller's
sale of the Property to such person or entity would, in the reasonable opinion
of Seller's ERISA advisor, create or otherwise cause a "prohibited transaction"
under
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<PAGE> 22
ERISA. In the event Purchaser assigns this Agreement or transfers any ownership
interest in Purchaser, and such assignment or transfer would make the
consummation of the transaction hereunder a "prohibited transaction" under ERISA
and necessitate the termination of this Agreement then, notwithstanding any
contrary provision which may be contained herein, Seller shall have the right to
pursue any remedy available at law or in equity as a result of such assignment
or transfer. Any transfer, directly or indirectly, of any stock, partnership
interest or other ownership interest in Purchaser without Seller's written
approval, which approval may be given or withheld in Seller's sole discretion,
shall constitute a default by Purchaser under this Agreement.
10.5 Notices. Any notice pursuant to this Agreement shall be given in
writing by (a) personal delivery, or (b) reputable overnight delivery service
with proof of delivery, or (c) United States Mail, postage prepaid, registered
or certified mail, return receipt requested, or (d) legible facsimile
transmission sent to the intended addressee at the address set forth below, or
to such other address or to the attention of such other person as the addressee
shall have designated by written notice sent in accordance herewith, and shall
be deemed to have been given either at the time of personal delivery, or, in the
case of expedited delivery service or mail, as of the date of first attempted
delivery at the address and in the manner provided herein, or, in the case of
facsimile transmission, as of the date of the facsimile transmission provided
that an original of such facsimile is also sent to the intended addressee by
means described in clauses (a), (b) or (c) above. Unless changed in accordance
with the preceding sentence, the addresses for notices given pursuant to this
Agreement shall be as follows:
If to Seller:
The Equitable Life Assurance Society of the United States
EML Associates c/o
Lend Lease Real Estate Investment, Inc.
3424 Peachtree Road NE., Suite 800
Atlanta, Georgia 30326
Attn: Michael Lunder
TELECOPY: (404) 848-8990
with a copy to:
Miller, Canfield, Paddock and Stone, P.L.C
840 West Long Lake Road; Suite 200
Troy, Michigan 48098
Attn: Stephen G. Palms
TELECOPY: (248) 879-2001
If to Purchaser:
G.P. Properties, Inc.
2000 Maplewood Drive
Maple Shade, New Jersey 08052
Attn: Marshall J. Cohen
TELECOPY: (856) 667-4223
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<PAGE> 23
with a copy to:
The Law Offices of Eric A. Heinz, P.C.
1835 Market Street, Suite 1215
Philadelphia, Pennsylvania 19103-3272
Attn: Eric A. Heinz
TELECOPY: (215) 979-7619
10.6 Binding Effect. This Agreement shall not be binding in any way upon
Seller unless and until (a) Seller shall execute and deliver the same to
Purchaser, (b) each stage of Seller's investment approval process has approved
this transaction, and (c) Seller's Investment Committee has thereafter given its
written approval thereof. If Seller has not given Purchaser written notice (the
"Approval Notice") of such approvals on or before May 18, 2000 (the "Approval
Deadline"), or if prior to the Approval Deadline Seller notifies Purchaser in
writing that this Agreement has been disapproved by the persons or entities
referred to in clauses (b) or (c) of the preceding sentence, then this Agreement
shall be deemed terminated and Purchaser shall be entitled to the return of the
Earnest Money. It is understood and agreed that at each stage of Seller's
investment approval process, Seller or its investment advisor, Lend Lease Real
Estate Investment, Inc., shall each have the right, in its unfettered
discretion, to disapprove the transaction contemplated by this Agreement for any
reason whatsoever, without obligation thereafter to proceed to the next stage of
Seller's investment approval process. Seller's approval of this Agreement shall
be evidenced only by both Seller's execution of this Agreement and Seller's
sending of the Approval Notice to Purchaser prior to the Approval Deadline and,
accordingly, Purchaser acknowledges and agrees that Purchaser cannot and will
not rely upon any other statement or action of Seller or its representatives as
evidence of Seller's approval of this Agreement or the subject matter hereof.
10.7 Modifications. This Agreement cannot be changed orally, and no
executory agreement shall be effective to waive, change, modify or discharge it
in whole or in part unless such executory agreement is in writing and is signed
by the parties against whom enforcement of any waiver, change, modification or
discharge is sought.
10.8 No Further Marketing. Seller agrees that from and after the Effective
Date and unless and until this Agreement is terminated, it shall not negotiate
or enter into an agreement to sell the Property.
10.9 Calculation of Time Periods. Unless otherwise specified, in computing
any period of time described in this Agreement, the day of the act or event
after which the designated period of time begins to run is not to be included
and the last day of the period so computed is to be included, unless such last
day is a Saturday, Sunday or legal holiday under the laws of the State in which
the Property is located, in which event the period shall run until the end of
the next day which is neither a Saturday, Sunday or legal holiday. The final day
of any such period shall be deemed to end at 5 p.m., local time.
10.10 Successors and Assigns. The terms and provisions of this Agreement are
to apply to and bind the permitted successors and assigns of the parties hereto.
- 22 -
<PAGE> 24
10.11 Entire Agreement. This Agreement, including the Exhibits, contains the
entire agreement between the parties pertaining to the subject matter hereof and
fully supersedes all prior written or oral agreements and understandings between
the parties pertaining to such subject matter.
10.12 Further Assurances. Each party agrees that it will without further
consideration execute and deliver such other documents and take such other
action, whether prior or subsequent to Closing, as may be reasonably requested
by the other party to consummate more effectively the purposes or subject matter
of this Agreement. Without limiting the generality of the foregoing, Purchaser
shall, if requested by Seller, execute acknowledgments of receipt with respect
to any materials delivered by Seller to Purchaser with respect to the Property.
The provisions of this Section 10.12 shall survive Closing.
10.13 Counterparts. This Agreement may be executed in counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be
necessary to account for only one such counterpart in proving this Agreement.
10.14 Severability. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of
this Agreement shall nonetheless remain in full force and effect.
10.15 Applicable Law. THIS AGREEMENT IS PERFORMABLE IN THE STATE IN WHICH THE
PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS
OF SUCH STATE. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE IN WHICH THE
PROPERTY IS LOCATED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE OR FEDERAL COURT
SITTING IN THE STATE IN WHICH THE PROPERTY IS LOCATED. PURCHASER AND SELLER
AGREE THAT THE PROVISIONS OF THIS SECTION 10.15 SHALL SURVIVE THE CLOSING OF THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
10.16 No Third Party Beneficiary. The provisions of this Agreement and of the
documents to be executed and delivered at Closing are and will be for the
benefit of Seller and Purchaser only and are not for the benefit of any third
party, and accordingly, no third party shall have the right to enforce the
provisions of this Agreement or of the documents to be executed and delivered at
Closing.
10.17 Exhibits and Schedules. The following schedules or exhibits attached
hereto shall be deemed to be an integral part of this Agreement:
(a) Exhibit A - Legal Description of the Land
(b) Exhibit B - Personal Property
(c) Exhibit C - Lease Schedule
(d) Exhibit D - Operating Agreements Schedule
- 23 -
<PAGE> 25
(e) Exhibit E Tenant Estoppel Form
(f) Exhibit F - Schedule of Security Deposits
10.18 Captions. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any
purpose, to limit or define the text of any section or any subsection hereof.
10.19 Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any exhibits or amendments hereto.
10.20 Termination of Agreement. It is understood and agreed that if either
Purchaser or Seller terminates this Agreement pursuant to a right of termination
granted hereunder, such termination shall operate to relieve Seller and
Purchaser from all obligations under this Agreement, except for such obligations
as are specifically stated herein to survive the termination of this Agreement.
10.21 Survival. The provisions of the following Sections of this Agreement
shall survive Closing and shall not be merged into the execution and delivery of
the Deed: 3.1; 4.2(j); 4.4; 5.3; 5.6; 8.1; 9.3; 10.1; 10.12; and 10.15.
[SIGNATURE PAGE TO FOLLOW]
- 24 -
<PAGE> 26
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the Effective Date.
SELLER:
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES,
a New York corporation
By: /s/ Michael Lunder
-------------------------------------------
Michael Lunder
Its: Investment Officer
----------------------------------------
EML ASSOCIATES, a New York partnership
By: ML/EQ Real Estate Portfolio, L.P., a
Delaware limited partnership, its managing
partner
By: EREIM Managers Corp, a Delaware
corporation, its managing general
partner
By: /s/ Michael Lunder
--------------------------------
Its:
----------------------
PURCHASER:
G.P. PROPERTIES, INC.
A Massachusetts Corporation
By:
------------------------------------
Marshall J. Cohen
Its: Vice President
- 25 -
<PAGE> 27
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the Effective Date.
SELLER:
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES,
a New York corporation
By: /s/ Michael Lunder
-------------------------------------------
Michael Lunder
Its: Investment Officer
----------------------------------------
EML ASSOCIATES, a New York partnership
By: ML/EQ Real Estate Portfolio, L.P., a
Delaware limited partnership, its managing
partner
By: EREIM Managers Corp, a Delaware
corporation, its managing general
partner
By: /s/ Michael Lunder
--------------------------------
Its:
----------------------
PURCHASER:
G.P. PROPERTIES, INC.
A Massachusetts Corporation
By: /s/ Marshall J. Cohen
------------------------------------
Marshall J. Cohen
Its: Vice President
- 26 -
<PAGE> 28
Exhibit A
LEGAL DESCRIPTION OF THE LAND
Land in the East one-half of Section 36, Town 1 North, Range 10 East, City of
Southfield, Oakland County, Michigan described as follows:
PARCEL 1:
Commencing at the Southeast section corner;
thence along section line North 1 degree 12 minutes 30 seconds West 1481.78
feet;
thence South 88 degrees 44 minutes 00 seconds West 80.00 feet to right-of-way
Greenfield Road, the point of beginning;
thence South 1 degree 12 minutes 30 seconds East 429.78 feet;
thence South 88 degrees 44 minutes 00 seconds West 476.85 feet; thence South 59
degrees 47 minutes 40 seconds West 676.59 feet;
thence North 40 degrees 03 minutes 37 seconds West 29.84 feet;
thence North 34 degrees 07 minutes 02 seconds West 110.14 feet;
thence South 55 degrees 53 minutes 14 seconds West 13.58 feet;
thence North 36 degrees 18 minutes 14 seconds West 142.00 feet;
thence North 34 degrees 07 minutes 02 seconds West 480.53 feet;
thence 729.72 feet along a curve to the left, radius 4625.35 feet, chord North
38 degrees 38 minutes 18 seconds West 728.97 feet;
thence 484.11 feet along a curve to the left, radius 7529.99 feet, chord North
45 degrees 00 minutes 00 seconds West 484.02 feet;
thence North 46 degrees 50 minutes 06 seconds West 710.48 feet;
thence 75.21 feet along a curve to the left, radius 70.00 feet, chord South 77
degrees 03 minutes 12 seconds East 71.65 feet;
thence North 43 degrees 10 minutes 00 seconds East 63.94 feet;
thence 110.84 feet along a curve to the left, radius 237.00 feet, chord North 29
degrees 46 minutes 04 seconds East 109.84 feet;
thence North 16 degrees 22 minutes 07 seconds East 299.73 feet;
thence 171.65 feet along a curve to the right, radius 367.00 feet, chord North
29 degrees 46 minutes 04 seconds East 170.09 feet;
thence North 43 degrees 10 minutes 00 seconds East 569.02 feet;
thence 290.75 feet along a curve to the right, radius 367.00 feet, chord North
65 degrees 51 minutes 45 seconds East 283.21 feet;
thence North 88 degrees 33 minutes 30 seconds East 238.77 feet;
thence North 1 degree 15 minutes 00 seconds West 186.90 feet;
thence North 88 degrees 33 minutes 30 seconds East 120.00 feet;
thence South 1 degree 15 minutes 00 seconds East 186.90 feet;
thence North 88 degrees 33 minutes 30 seconds East 1250.00 feet;
thence South 1 degree 15 minutes 00 seconds East 13.10 feet;
thence North 88 degrees 33 minutes 30 seconds East 170.00 feet to the West line
of Greenfield Road;
thence South 1 degree 15 minutes 00 seconds East 157.16 feet;
thence 62.83 feet along a curve to the left, radius 40.00 feet, chord North 46
degrees 15 minutes 00 seconds West 56.57 feet;
thence South 88 degrees 45 minutes 00 seconds West 162.09 feet;
thence South 45 degrees 06 minutes 23 seconds West 21.79 feet;
thence South 1 degree 15 minutes 00 seconds East 468.18 feet;
thence North 88 degrees 45 minutes 00 seconds East 180.95 feet;
<PAGE> 29
thence North 64 degrees 33 minutes 36 seconds East 40.46 feet;
thence South 1 degree 15 minutes 00 seconds East 618.40 feet;
thence South 1 degree 12 minutes 30 seconds East 1157.79 feet to the point of
beginning, which includes Lots 9 and 10 and Northland Drive, Northland Center
Subdivision No. 2, as recorded in Liber 181, Pages 20 and 21 of Plats, Oakland
County Records, and Lot 1, J. L. Hudson Drive and Providence Drive, Northland
Center Subdivision No. 1, as recorded in Liber 179, Pages 30 through 36,
inclusive of Plats, Oakland County Records, TOGETHER WITH non-exclusive
easements for any and all encroachments of existing improvements and easements
to use existing walls and columns as partial support for the roof of existing
improvements, as recited in Encroachment and Support Agreement recorded in Liber
7845, Page 852, Oakland County Records; ALSO TOGETHER WITH non-exclusive
easement for encroachments and occupancy of existing encroachments, as recited
in Encroachment, Occupancy and Support Agreement as recorded in Libber 8153,
Page 321, Oakland County Records; ALSO TOGETHER WITH non-exclusive easements for
utilities, parking, ingress and egress as set forth in Operating Agreement
recorded in Liber 7203, Page 125, Oakland County Records, EXCEPT Parcels A, B,
C, D, E, F, G, H, I, J and K described as follows:
PARCEL A PENNEY T.B.A.: Described as commencing at the Southeast corner of
Section 36;
thence along section line South 88 degrees 44 minutes 00 seconds West 80.00
feet;
thence North 1 degree 12 minutes 30 seconds West 2639.57 feet;
thence North 1 degree 15 minutes 00 seconds West 57.99 feet;
thence South 88 degrees 45 minutes 00 seconds West 94.00 feet to the point of
beginning;
thence South 88 degrees 45 minutes 00 seconds West 110.58 feet;
thence North 1 degree 15 minutes 00 seconds West 292.83 feet;
thence South 88 degrees 45 minutes 00 seconds West 43.42 feet;
thence North 1 degree 15 minutes 00 seconds West 54.00 feet;
thence North 88 degrees 45 minutes 00 seconds East 154.00 feet;
thence South 1 degree 15 minutes 00 seconds East 346.83 feet to the point of
beginning.
PARCEL B PENNEY MAIN BUILDING: Described as commencing at the Southeast corner
of Section 36;
thence North 1 degree 12 minutes 30 seconds West 2541.47 feet;
thence South 88 degrees 44 minutes 00 seconds West 332.65 feet;
thence North 88 degrees 29 minutes 15 seconds West 439.63 feet;
thence South 49 degrees 31 minutes 43 seconds West 2.00 feet;
thence South 40 degrees 28 minutes 17 seconds East 236.91 feet to the point of
beginning;
thence South 40 degrees 28 minutes 17 seconds East 376.00 feet;
thence South 49 degrees 31 minutes 43 seconds West 242.00 feet;
thence North 40 degrees 28 minutes 17 seconds West 376.00 feet;
thence North 49 degrees 31 minutes 43 seconds East 242.00 feet to the point of
beginning.
PARCEL C:
HUDSON'S BUILIDNG "A" (BASEMENT):
All elevations referred to are on USGS Datum, being also the City of Southfield
Datum. All of the following boundary descriptions are in the East one-half of
Section 36, Town 1 North, Range 10 East, City of Southfield, Oakland, County,
Michigan:
All of the area between elevation 648.63 feet (bottom of lowest footing) and the
underside of the first floor support beams, elevation 672.80 feet described as
commencing at the Southeast corner of Section 36;
thence along section line North 1 degree 12 minutes 30 seconds West 1733.95
feet;
thence West 1849.60 feet;
thence North 445.07 feet;
thence North 49 degrees 35 minutes 30 seconds East 359.44 feet to the point of
beginning;
thence North 49 degrees 35 minutes 30 seconds East 153.62 feet;
- 2 -
<PAGE> 30
thence South 40 degrees 24 minutes 30 seconds East 370.00 feet;
thence South 49 degrees 35 minutes 30 seconds West 123.62 feet;
thence North 40 degrees 24 minutes 30 seconds West 0.50 feet;
thence South 49 degrees 35 minutes 30 seconds West 30.00 feet;
thence North 40 degrees 24 minutes 30 seconds West 369.50 feet to the point of
beginning.
HUDSON'S BUILDING "B":
Land in the East one-half of Section 36, Town 1 North, Range 10 East, City of
Southfield, Oakland County, Michigan, described as commencing at said Southeast
corner of Section 36;
thence along the section line North 1 degree 12 minutes 30 seconds West 1733.95
feet;
thence West 1849.60 feet;
thence North 391.69 feet;
thence North 49 degrees 35 minutes 30 seconds East 562.20 feet to the point of
beginning;
thence North 49 degrees 35 minutes 30 seconds East 64.56 feet;
thence North 40 degrees 24 minutes 30 seconds West 16.96 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 16.96 feet;
thence North 49 degrees 35 minutes 30 seconds East 59.17 feet;
thence North 40 degrees 24 minutes 30 seconds West 13.86 feet;
thence South 49 degrees 35 minutes 30 seconds West 0.75 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
- 3 -
<PAGE> 31
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 18.42 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.58 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.52 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.52 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence south 49 degrees 35 minutes 30 seconds West 16.96 feet;
thence South 40 degrees 24 minutes 30 seconds East 70.54 feet;
thence North 49 degrees 35 minutes 30 seconds East 2.03 feet;
thence South 40 degrees 24 minutes 30 seconds East 36.67 feet;
thence South 49 degrees 35 minutes 30 seconds West 2.03 feet;
thence South 40 degrees 24 minutes 30 seconds East 51.21 feet;
thence North 49 degrees 35 minutes 30 seconds East 16.96 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 3.10 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 18.42 feet;
thence North 49 degrees 35 minutes 30 seconds East 1.15 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.58 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.52 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.52 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
- 4 -
<PAGE> 32
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence North 49 degrees 35 minutes 30 seconds East 0.75 feet;
thence North 40 degrees 24 minutes 30 seconds West 13.86 feet;
thence South 49 degrees 35 minutes 30 seconds West 59.17 feet;
thence South 40 degrees 24 minutes 30 seconds East 16.96 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 3.10 feet;
thence south 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 3.10 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 18.42 feet;
thence South 40 degrees 24 minutes 30 seconds East 1.15 feet;
thence South 49 degrees 35 minutes 30 seconds West 1.58 feet;
thence North 40 degrees 24 minutes 30 seconds West 16.96 feet;
thence South 49 degrees 35 minutes 30 seconds West 64.56 feet;
thence North 40 degrees 24 minutes 30 seconds West 43.85 feet;
thence South 49 degrees 35 minutes 30 seconds West 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 23.00 feet;
thence North 49 degrees 35 minutes 30 seconds East 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 53.17 feet;
thence South 49 degrees 35 minutes 30 seconds West 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 50.66 feet;
thence North 49 degrees 35 minutes 30 seconds East 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 53.17 feet;
thence South 49 degrees 35 minutes 30 seconds West 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 23.00 feet;
thence North 49 degrees 35 minutes 30 seconds East 2.03 feet;
thence North 40 degrees 24 minutes 30 seconds West 43.85 feet to the point of
beginning.
- 5 -
<PAGE> 33
PARCEL D - TOWER 14: Described as commencing at
the North one-quarter corner of Section 36;
thence along the section line South 88 degrees 35 minutes 30 seconds West 978.41
feet;
thence South 1 degree 07 minutes 40 seconds East 1666.72 feet to the
right-of-way line of Northwestern Highway;
thence along right-of-way South 41 degrees 50 minutes 06 seconds East 611.87
feet;
thence South 43 degrees 10 minutes 00 seconds West 27.62 feet;
thence South 46 degrees 50 minutes 06 seconds East 691.91 feet to the point of
beginning on the South right-of-way line J.L. Hudson Drive;
thence along right-of-way North 43 degrees 10 minutes 00 seconds East 100.00
feet;
thence 171.65 feet on a curve to the left, radius 367.00 feet, chord North 29
degrees 46 minutes 04 seconds East 170.09 feet;
thence North 16 degrees 22 minutes 07 seconds East 84.86 feet;
thence leaving right-of-way South 72 degrees 39 minutes 30 seconds East 358.08
feet;
thence South 17 degrees 39 minutes 00 seconds West 550.91 feet to the
right-of-way line of Northwestern Highway;
thence North 46 degrees 50 minutes 06 seconds West 481.94 feet to the point of
beginning, now known as Lot 1, Northland Center Subdivision No. 1, as recorded
in Liber 179, Pages 30 through 36, inclusive, of Plats, Oakland County Records.
PARCEL E: Land in Section 36, Town 1 North, Range 10 East, City of Southfield,
Oakland County, Michigan described as commencing at the Southeast corner of said
Section 36;
thence along the East section line North 1 degree 12 minutes 30 seconds West
1052.38 feet;
thence South 88 degrees 44 minutes 00 seconds West 80 feet to a point on the
West right-of-way line of Greenfield Road;
thence continuing along said right-of-way line, North 1 degree 12 minutes 30
seconds West 155.38 feet;
thence leaving said right-of-way line 66.57 feet along a curve to the right,
radius 70.00 feet, chord South 61 degrees 29 minutes 20 seconds West 64.09 feet;
thence South 88 degrees 44 minutes 00 seconds West 347.14 feet;
thence 206.10 feet along a curve to the left, radius 408.06 feet, chord South 74
degrees 15 minutes 50 seconds West 203.92 feet;
thence South 59 degrees 47 minutes 40 seconds West 153.38 feet;
thence North 30 degrees 12 minutes 20 seconds West 6.37 feet;
thence South 60 degrees 07 minutes 40 seconds West 437.11 feet;
thence 53.26 feet along a curve to the right, radius 46.47 feet, chord North 87
degrees 02 minutes 16 seconds West 50.39 feet to a point on the Westerly
right-of-way line of Northwestern Highway;
thence continuing along said right-of-way line, North 36 degrees 36 minutes 31
seconds West 117.60 feet;
thence North 34 degrees 06 minutes 46 seconds West 52.79 feet to the point of
beginning;
thence North 34 degrees 06 minutes 46 seconds West 297.48 feet;
thence leaving said right-of-way line, North 58 degrees 04 minutes 20 seconds
East 65.01 feet;
thence South 62 degrees 11 minutes 12 seconds East 159.46 feet;
thence 72.36 feet along a curve to the left, radius 165.00 feet, chord South 74
degrees 44 minutes 59 seconds East 71.78 feet;
thence South 27 degrees 45 minutes 37 seconds West 211.76 feet to the point of
beginning on the Westerly right-of-way line of Northwestern Highway.
PARCEL F: Land in Section 36, Town 1 North, Range 10 East, City of Southfield,
Oakland County, Michigan described as commencing at the Southeast corner of said
section;
thence along the East section line, North 1 degree 12 minutes 30 seconds West
1052.38 feet;
thence South 88 degrees 44 minutes 00 seconds West 80 feet to a point on the
West right-of-way line of Greenfield road;
thence continuing along said right-of-way line North 1 degree 12 minutes 30
seconds West 155.38 feet;
thence leaving said right-of-way line 66.57 feet along a curve to the right,
radius 70.00 feet, chord South 61 degrees 29 minutes 20 seconds West 64.09 feet;
thence South 88 degrees 44 minutes 00 seconds West 347.14 feet;
- 6 -
<PAGE> 34
thence 206.10 feet along a curve to the left, radius 408.06 feet, chord South 74
degrees 15 minutes 50 seconds West 203.92 feet;
thence South 59 degrees 47 minutes 40 seconds West 90.85 feet to the point of
beginning;
thence South 59 degrees 47 minutes 40 seconds West 62.53 feet;
thence North 30 degrees 12 minutes 20 seconds West 6.37 feet;
thence South 60 degrees 07 minutes 40 seconds West 437.11 feet;
thence 53.26 feet along a curve to the right, radius 46.47 feet, chord North 87
degrees 02 minutes 16 seconds West 50.39 feet to a point on the Westerly
right-of-way line of Northwestern Highway;
thence continuing along said right-of-way line North 36 degrees 36 minutes 31
seconds West 117.60 feet;
thence North 34 degrees 06 minutes 46 seconds West 16.30 feet;
thence leaving said right-of-way line North 27 degrees 45 minutes 37 seconds
East 248.62 feet;
thence 175.43 feet along a curve to the right, radius 390.00 feet, chord South
84 degrees 35 minutes 15 seconds East 173.95 feet;
thence 16.99 feet along a curve to the left, radius 20.00 feet, chord North 83
degrees 58 minutes 01 seconds East 16.48 feet;
thence North 59 degrees 38 minutes 06 seconds East 173.47 feet;
thence 106.47 feet along a curve to the right, radius 56.50 feet, chord South 66
degrees 22 minutes 45 seconds East 91.40 feet;
thence South 12 degrees 23 minutes 36 seconds East 126.18 feet to the point of
beginning. Parcel F known as Lot 9, Northland Center Subdivision No. 2, as
recorded in Liber 181, Pages 20 and 21 of Plats, Oakland County Records.
PARCEL G: A parcel of land located in the East one-half of Section 36, Town 1
North, Range 10 East, City of Southfield, Oakland County, Michigan and described
as: Commencing at the Southeast corner of Section 36; thence North 01 degrees 12
minutes 30 seconds West 1112.41 feet along the East section line and centerline
of Greenfield Road;
thence North 83 degrees 24 minutes 52 seconds West 896.27 feet for a point of
beginning;
thence continuing North 83 degrees 24 minutes 52 seconds West 90.38 feet;
thence North 73 degrees 10 minutes 14 seconds West 361.14 feet;
thence North 16 degrees 49 minutes 46 seconds East 133.69 feet;
thence North 73 degrees 10 minutes 14 seconds West 367.02 feet;
thence North 13 degrees 27 minutes 48 seconds East 26.75 feet;
thence North 29 degrees 30 minutes 55 seconds East 565.02 feet;
thence North 49 degrees 28 minutes 26 seconds East 15.34 feet;
thence South 40 degrees 31 minutes 34 seconds East 31.09 feet;
thence North 49 degrees 28 minutes 26 seconds East 30.37 feet;
thence South 40 degrees 24 minutes 38 seconds East 271.29 feet;
thence 104.90 feet along the arc of a 105.00 foot radius curve to the right, a
central angle of 57 degrees 14 minutes 23 seconds and a chord bearing South 11
degrees 47 minutes 26 seconds East 100.59 feet;
thence South 16 degrees 49 minutes 46 seconds West 27.81 feet;
thence South 73 degrees 10 minutes 14 seconds East 76.12 feet;
thence South 16 degrees 49 minutes 46 seconds West 2.00 feet;
thence South 73 degrees 10 minutes 14 seconds East 326.83 feet;
thence South 18 degrees 37 minutes 01 seconds West 87.64 feet;
thence South 28 degrees 40 minutes 27 seconds West 147.16 feet;
thence South 16 degrees 49 minutes 46 seconds West 217.95 feet;
thence South 59 degrees 38 minutes 06 seconds West 3.80 feet to the point of
beginning.
PARCEL H: Part of the Southeast one-quarter of Section 36, Town 1 North, Range
10 East, City of Southfield, Oakland County, Michigan commencing at the
Southeast corner of Section 36; thence along the East section line North 01
degrees 12 minutes 30 seconds West 1052.38 feet; thence South 88 degrees 44
minutes 00 seconds West 80.00 feet to a point on the West right-of-way line of
Greenfield Road;
thence along said line North 01 degrees 12 minutes 30 seconds West 155.38 feet;
- 7 -
<PAGE> 35
thence 66.57 feet along a curve to the right, radius 70.00 feet, central angle
54 degrees 29 minutes 19 seconds, chord bearing South 61 degrees 29 minutes 20
seconds West 64.09 feet;
thence South 88 degrees 44 minutes 00 seconds West 347.14 feet;
thence 206.10 feet along a curve to the left, radius 408.06 feet, central angle
28 degrees 56 minutes 21 seconds, chord bearing South 74 degrees 15 minutes 50
seconds West 203.92 feet;
thence South 59 degrees 47 minutes 40 seconds West 153.38 feet;
thence North 30 degrees 12 minutes 20 seconds West 6.37 feet;
thence South 60 degrees 07 minutes 40 seconds West 437.11 feet;
thence 53.26 feet along a curve to the right, radius 46.47 feet, central angle
65 degrees 40 minutes 12 seconds, chord bearing North 87 degrees 02 minutes 14
seconds West 50.39 feet to a point on the Northeasterly right-of-way line of
Northwestern Highway;
thence along said line North 36 degrees 36 minutes 31 seconds West 117.60 feet;
thence North 34 degrees 06 minutes 46 seconds West 12.96 feet;
thence North 15 degrees 59 minutes 43 seconds East 14.45 feet to the point of
beginning;
thence continuing North 15 degrees 59 minutes 43 seconds East 157.84 feet;
thence North 27 degrees 45 minutes 37 seconds East 61.86 feet;
thence 12.86 feet along a curve to the right, radius 165.00 feet, central angle
04 degrees 27 minutes 52 seconds, chord bearing North 85 degrees 04 minutes 50
seconds West 12.85 feet;
thence North 15 degrees 59 minutes 43 seconds East 15.64 feet;
thence North 86 degrees 57 minutes 32 seconds East 75.48 feet;
thence 153.10 feet along a curve to the right, radius 405.00 feet, central angle
21 degrees 39 minutes 31 seconds, chord bearing South 82 degrees 12 minutes 42
seconds East 152.19 feet;
thence North 59 degrees 38 minutes 06 seconds East 101.27 feet;
thence South 83 degrees 21 minutes 43 seconds East 24.92 feet;
thence South 59 degrees 38 minutes 06 seconds West 118.90 feet;
thence 16.99 feet along a curve to the right, radius 20.00 feet, central angle
48 degrees 39 minutes 50 seconds, chord bearing South 83 degrees 58 minutes 01
seconds West 16.48 feet;
thence 175.43 feet along a curve to the left, radius 390.00 feet, central angle
25 degrees 46 minutes 22 seconds, chord bearing North 84 degrees 35 minutes 15
seconds West 173.95 feet;
thence south 27 degrees 45 minutes 37 seconds West 236.04 feet to the point of
beginning.
PARCEL I: Part of the Southeast one-quarter of Section 36, Town 1 North, Range
10 East, City of Southfield, Oakland County, Michigan, commencing at the
Southeast corner of Section 36; thence along the East section line North 01
degrees 12 minutes 30 seconds West 1052.38 feet; thence South 88 degrees 44
minutes 00 seconds West 80.00 feet to a point on the West right-of-way line of
Greenfield Road;
thence along said line North 01 degrees 12 minutes 30 seconds West 155.38 feet;
thence 66.57 feet along a curve to the right, radius 70.00 feet, central angle
54 degrees 29 minutes 19 seconds, chord bearing South 61 degrees 29 minutes 20
seconds West 64.09 feet;
thence South 88 degrees 44 minutes 00 seconds West 347.14 feet;
thence 206.10 feet along a curve to the left, radius 408.06 feet, central angle
28 degrees 56 minutes 21 seconds, chord bearing South 74 degrees 15 minutes 50
seconds West 203.92 feet;
thence South 59 degrees 47 minutes 40 seconds West 153.38 feet;
thence North 30 degrees 12 minutes 20 seconds West 6.37 feet;
thence South 60 degrees 07 minutes 40 seconds West 437.11 feet;
thence 53.26 feet along a curve to the right, radius 46.47 feet, central angle
65 degrees 40 minutes 12 seconds, chord bearing North 87 degrees 02 minutes 14
seconds West 50.39 feet to a point on the Northeasterly right-of-way line of
Northwestern Highway;
thence along said line North 36 degrees 36 minutes 31 seconds West 117.60 feet;
- 8 -
<PAGE> 36
thence North 34 degrees 06 minutes 46 seconds West 350.27 feet to the point of
beginning;
thence continuing North 34 degrees 06 minutes 46 seconds West 81.46 feet;
thence North 55 degrees 53 minutes 14 seconds East 35.97 feet;
thence South 73 degrees 07 minutes 15 seconds East 268.23 feet;
thence South 15 degrees 59 minutes 43 seconds West 63.53 feet;
thence 29.36 feet along a curve to the right, radius 165.00 feet, central angle
10 degrees 11 minutes 43 seconds, chord bearing North 67 degrees 17 minutes 03
seconds West 29.38 feet;
thence North 62 degrees 11 minutes 12 seconds West 159.46 feet;
thence South 58 degrees 04 minutes 20 seconds West 65.01 feet to the point of
beginning.
PARCEL J: Part of the Northland Center Subdivision No. 2 part of the Southeast
one-quarter of Section 36, Town 1 North, Range 10 East, City of Southfield,
Oakland County, Michigan (Liber 181, Page 20 and 21, Oakland County Records),
commencing at the Southeast corner of Section 36;
thence along the East section line North 01 degrees 12 minutes 30 seconds West
1052.38 feet;
thence South 88 degrees 44 minutes 00 seconds West 80.00 feet to a point of
intersection of the West right-of-way of Greenfield Road and the South
right-of-way line of Northland Drive and also the point of beginning;
thence along the South right-of-way line of Northland Drive South 88 degrees 44
minutes 00 seconds West 476.85 feet;
thence South 59 degrees 47 minutes 40 seconds West 676.59 feet to a point on the
Northeasterly right-of-way of Northwestern Highway;
thence along said line the following courses: North 40 degrees 03 minutes 37
seconds West 29.84 feet;
thence North 34 degrees 06 minutes 46 seconds West 110.14 feet;
thence South 55 degrees 53 minutes 14 seconds West 13.58 feet;
thence North 36 degrees 17 minutes 54 seconds West 24.26 feet to a point on the
Northerly right-of-way line of Northland Drive;
thence along said line 53.26 feet along a curve to the left, radius 46.47 feet;
chord bearing South 87 degrees 02 minutes 16 seconds East 50.39 feet;
thence North 60 degrees 07 minutes 40 seconds East 437.11 feet;
thence South 30 degrees 12 minutes 20 seconds East 6.37 feet;
thence North 59 degrees 47 minutes 40 seconds East 153.38 feet;
thence 206.10 feet along a curve to the right, radius 408.06 feet; chord bearing
North 74 degrees 15 minutes 50 seconds East 203.92 feet;
thence North 88 degrees 44 minutes 00 seconds East 347.14 feet;
thence 66.57 feet along a curve to the left, radius 70.00 feet, chord bearing
North 61 degrees 29 minutes 20 seconds East 64.09 feet to a point on the West
right-of-way line of Greenfield Road;
thence along said line South 01 degrees 12 minutes 30 seconds East 155.38 feet
to the point of beginning.
PARCEL K: Part of Northland Center Subdivision No. 1 part of Section 36, Town 1
North, Range 10 East, City of Southfield, Oakland County, Michigan (Liber 179,
Pages 30 through 36, Oakland County Records), commencing at the Northeast corner
of Section 36;
thence along the East section line South 01 degrees 15 minutes 00 seconds East
1249.15 feet;
thence South 88 degrees 33 minutes 30 seconds West 250.00 feet;
thence South 01 degrees 15 minutes 00 seconds East 186.90 feet to the point of
beginning;
thence continuing South 01 degrees 15 minutes 00 seconds East 13.10 feet;
thence North 88 degrees 33 minutes 30 seconds East 170.00 feet to a point on the
West right-of-way line of Greenfield Road (120 feet wide);
thence along said line South 01 degrees 15 minutes 00 seconds East 157.18 feet
to a point on the South right-of-way line of J.L. Hudson Drive the following
courses: 62.83 feet along a curve to the left and right-of-way line, radius
40.00 feet, chord bearing North 46 degrees 15 minutes 00 seconds West 56.57
feet;
thence South 88 degrees 45 minutes 00 seconds West 162.09 feet;
thence South 45 degrees 06 minutes 23 seconds West 0.65 feet;
- 9 -
<PAGE> 37
thence South 88 degrees 33 minutes 30 seconds West 1575.77 feet;
thence 187.76 feet along a curve to the left, radius 237.00 feet, chord bearing
South 65 degrees 51 minutes 45 seconds West 182.89 feet;
thence South 43 degrees 10 minutes 00 seconds West 569.02 feet;
thence 110.84 feet along a curve to the left, radius 237.00 feet, chord bearing
South 29 degrees 46 minutes 04 seconds West 109.84 feet;
thence South 16 degrees 22 minutes 07 seconds West 299.73 feet;
thence 171.65 feet along a curve to the right, radius 367.00 feet, chord bearing
South 29 degrees 46 minutes 04 seconds West 170.09 feet;
thence South 10 degrees 41 minutes 38 seconds West 72.43 feet;
thence South 16 degrees 22 minutes 06 seconds East 76.70 feet to a point on the
Northerly right-of-way line of Northwestern Highway;
thence along said line North 46 degrees 50 minutes 06 seconds West 296.91 feet
to a point on the Northeasterly right-of-way line of J.L. Hudson Drive;
thence along said right-of-way line the following courses: 75.21 feet along a
curve to the left, radius 70.00 feet, chord bearing South 77 degrees 03 minutes
12 seconds East 71.65 feet;
thence North 43 degrees 10 minutes 00 seconds East 63.94 feet;
thence 110.84 feet along a curve to the left, radius 237.00 feet, chord bearing
North 29 degrees 46 minutes 04 seconds East 109.84 feet;
thence North 16 degrees 22 minutes 07 seconds East 299.73 feet;
thence 171.65 feet along a curve to the right, radius 367.00 feet, chord bearing
North 29 degrees 46 minutes 04 seconds East 170.09 feet;
thence North 43 degrees 10 minutes 00 seconds East 569.02 feet;
thence 290.78 feet along a curve to the right, radius 367.00 feet, chord bearing
North 65 degrees 51 minutes 45 seconds East 283.15 feet;
thence North 88 degrees 33 minutes 30 seconds East 238.77 feet;
thence North 01 degrees 15 minutes 00 seconds West 186.90 feet;
thence North 88 degrees 33 minutes 30 seconds East 120.00 feet;
thence South 01 degrees 15 minutes 00 seconds East 186.90 feet;
thence North 88 degrees 33 minutes 30 seconds East 1250.00 feet to the point of
beginning.
- 10 -
<PAGE> 38
Exhibit B
PERSONAL PROPERTY
01/14/00 NORTHLAND CENTER
VEHICLE INFORMATION AND MILEAGE:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Current Lease
Year/Make/Model VIN # Mileage Own/Lease Expiration
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1978 Cushman (Electric) Utility 872505 8610 N/A Owned N/A
Cart-Grounds
- ------------------------------------------------------------------------------------------------------------------------
1984 Cushman (Electric) E 2 60 79B17 T64030 N/A Owned N/A
Three-Wheeled Utility Cart
- ------------------------------------------------------------------------------------------------------------------------
1986 Ford Dump (F700) 1FDNF70HXGVA59276 14,335 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1987 Cushman (Electric) Utility 596911 N/A Owned N/A
Cart - Mechanical
- ------------------------------------------------------------------------------------------------------------------------
1987 Ford Tractor (445 - A) 27714 1 2,175 hrs. Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1988 Cushman (Gasoline) Utility 1CUMH218CL001895 10,339 Owned N/A
Cart - Grounds
- ------------------------------------------------------------------------------------------------------------------------
1988 Golf Cart (Electric) 220670 N/A Owned N/A
Mechanical
- ------------------------------------------------------------------------------------------------------------------------
1989 Ford Dump (F700) 1FDPK74P4KVA60230 15,458 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1991 Kubota Tractor BH155OHSDJ 1,998 hrs. Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1991 Ford (F350) 4X4 Pickup 2FTHF36HOMCA38732 37,606 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1992 Isuzu Vac-Truck JALB4B1K5N7000064 40,857 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1993 Ford Crown Victoria (Unit #26) 2FACP71W8PX184030 94,308 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1994 Ford Tractor (CM 274) TB10847 725 hrs. Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1994 Ford 350 Stake Truck 2FDHF37X8NCB11602 30,794 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1994 Ford (F350) 4X4 Pickup 2FTHF36H5RCA46414 36,339 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1996 Ford Crown Victoria (Unit #21) 2FALP71WXTX116738 67,439 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1996 Ford Crown Victoria (Unit #22) 2FALP71WXTX116743 72,817 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1996 Ford Crown Victoria (Unit #23) 2FALP71W2TX116736 35,738 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1996 Ford Crown Victoria (Unit #25) 2FALP71W3TX116745 71,741 Owned N/A
- ------------------------------------------------------------------------------------------------------------------------
1996 Tymco - 210 Vac Truck 1GBJC34F2TE209358 24,111 Leased 10/30/00
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 39
NORTHLAND CENTER GROUND & BUILDING MAINTENANCE 01/13/2000
Equipment and Furnishing Inventory
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
L=Leased
Quantity O=Owned Description of Equipment
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 O 486 COMPUTER CDS & KEY BOARD (55399455160)
- ----------------------------------------------------------------------------------------------------------------------------
1 O HP LASER PRINTER (USBB354114)
- ----------------------------------------------------------------------------------------------------------------------------
1 O REALISTIC STA-530 AM/FM RECEIVER
- ----------------------------------------------------------------------------------------------------------------------------
2 O REALISTIC SPEAKERS
- ----------------------------------------------------------------------------------------------------------------------------
1 O BUNN COFFEE MAKER WITH POTS
- ----------------------------------------------------------------------------------------------------------------------------
1 O SHARP BLSI-MAT EC166115 CALCULATOR
- ----------------------------------------------------------------------------------------------------------------------------
1 O AT&T 8110 PHONE
- ----------------------------------------------------------------------------------------------------------------------------
9 O MOTOROLA CHARGES FOR TWO-WAY RADIOS
- ----------------------------------------------------------------------------------------------------------------------------
9 O MOTOROLA TWO-WAY RADIOS
- ----------------------------------------------------------------------------------------------------------------------------
1 O 60" ROUND TABLE
- ----------------------------------------------------------------------------------------------------------------------------
5 O WOODEN CHAIRS
- ----------------------------------------------------------------------------------------------------------------------------
18 O FULL SIZE PERSONAL LOCKERS
- ----------------------------------------------------------------------------------------------------------------------------
1 O WOODEN OFFICE DESK
- ----------------------------------------------------------------------------------------------------------------------------
1 O STEEL OFFICE DESK
- ----------------------------------------------------------------------------------------------------------------------------
2 O OFFICE DESK CHAIRS
- ----------------------------------------------------------------------------------------------------------------------------
2 O OFFICE CHAIRS
- ----------------------------------------------------------------------------------------------------------------------------
1 O OFFICE SMALL TABLE
- ----------------------------------------------------------------------------------------------------------------------------
2 O 4 DRAWER STEEL LETTER SIZE FILING CABINET
- ----------------------------------------------------------------------------------------------------------------------------
1 O 4 DRAWER STEEL LEGAL SIZE FILING CABINET
- ----------------------------------------------------------------------------------------------------------------------------
1 O 24" ELECTRIC FAN WITH 8" BASE
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1994 F350 4 X 4 FORD PICKUP WITH PLOW
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1991 F350 4 X 4 FORD PICKUP WITH PLOW
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1989 F700 2 X 4 FORD DUMP WITH PLOW & SALT SPREADER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1986 F00 2 X 4 FORD DUMP WITH PLOW & SALT SPREADER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1987 445a 4 X 4 FORD LOADER TRACTOR WITH FORK LIFT
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1994 275HD 4 X 4 FORD LAWN TRACTOR WITH MOWER, PLOW & CAB
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1990 KABOTA 4 X 4 LAWN TRACTOR WITH PLOW & CAB
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1999 MIGHTY MAC WOOD CHIPPER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1999 BOB CAT 48" WALK BEHIND LAWN MOWER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1999 BOB CAT 32" WALK BEHIND LAWN MOWER
- ----------------------------------------------------------------------------------------------------------------------------
1 O HONDA 21" LAWN MOWER WITH BAG
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1978 CUSHMAN ELECTRIC POWERED 4-WHEEL VEHICLE
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1984 CUSHMAN GAS POWERED 3-WHEEL VEHICLE
- ----------------------------------------------------------------------------------------------------------------------------
1 O LAWN EDGER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 3000 PSI ELECTRIC PRESSURE WASHER
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1500 PSI GAS POWERED PRESSURE WASHER
- ----------------------------------------------------------------------------------------------------------------------------
2 O OXYGEN/ACETYLENE STORAGE CAGES
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 40
NORTHLAND CENTER GROUND & BUILDING MAINTENANCE
Equipment and Furnishing Inventory Page 2
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
L=Leased
Quantity O=Owned Description of Equipment
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 O MILLER ARC WELDER ON WHEELS
- ----------------------------------------------------------------------------------------------------------------------------
1 O LINCOLN WIRE FEED ARC WELDER
- ----------------------------------------------------------------------------------------------------------------------------
1 O FIRE RATED PAINT STORAGE CABINET
- ----------------------------------------------------------------------------------------------------------------------------
2 O FIRE RATED GASOLINE STORAGE CABINET
- ----------------------------------------------------------------------------------------------------------------------------
3 O METAL STORAGE CABINET WITH DOORS & SHELVES
- ----------------------------------------------------------------------------------------------------------------------------
6 O METAL STORAGE CABINET WITH SHELVES
- ----------------------------------------------------------------------------------------------------------------------------
2 O METAL WORK BENCHES
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1992 ISUZU 1-TON WITH SUPER VAC LOT CLEANER
- ----------------------------------------------------------------------------------------------------------------------------
1 L 1996 GMC 3500 TRUCK WITH TYMCO LOT CLEANER
- ----------------------------------------------------------------------------------------------------------------------------
2 O BACK PACK LEAF BLOWERS TO CLEAN CURBS
- ----------------------------------------------------------------------------------------------------------------------------
1 O 10" DELTA TABLE SAW
- ----------------------------------------------------------------------------------------------------------------------------
1 O 5 GALLON WET & DRY VAC
- ----------------------------------------------------------------------------------------------------------------------------
1 O DAYTON BENCH GRINDER
- ----------------------------------------------------------------------------------------------------------------------------
1 O DYDA PARTS CLEANER
- ----------------------------------------------------------------------------------------------------------------------------
1 O OTC HYDRO PRESS
- ----------------------------------------------------------------------------------------------------------------------------
1 O WORTHINGTON #75 PORTABLE AIR COMPRESSOR (TRIAL TYPE)
- ----------------------------------------------------------------------------------------------------------------------------
1 O 2-DRAWER LEGAL SIDE OPENING FILE CABINET
- ----------------------------------------------------------------------------------------------------------------------------
1 O BENCH TYPE DRILL. PRESS
- ----------------------------------------------------------------------------------------------------------------------------
1 O 4" ELECTRIC METAL GRINDER
- ----------------------------------------------------------------------------------------------------------------------------
1 O OLD 1/2" DRILL MOTOR
- ----------------------------------------------------------------------------------------------------------------------------
1 O BATTERY POWERED 14.4V DEWALT DRILL MOTOR &.CHARGERS
- ----------------------------------------------------------------------------------------------------------------------------
1 O 7.25 CIRCULAR SAW
- ----------------------------------------------------------------------------------------------------------------------------
1 O 2.5 TON ROLLING FLOOR JACK
- ----------------------------------------------------------------------------------------------------------------------------
1 O 10 TON ROLLING FLOOR JACK
- ----------------------------------------------------------------------------------------------------------------------------
1 O ABOVE GROUND VEHICLE HOIST
- ----------------------------------------------------------------------------------------------------------------------------
2 O HOIST SAFETY STAND
- ----------------------------------------------------------------------------------------------------------------------------
2 O 5 TON JACK STANDS
- ----------------------------------------------------------------------------------------------------------------------------
2 O 10 TON JACK STAND
- ----------------------------------------------------------------------------------------------------------------------------
1 O ACCUTURN TIRE CHANGER
- ----------------------------------------------------------------------------------------------------------------------------
1 O P.E.C. WHEEL BALANCER, TOOL & SUPPLIES
- ----------------------------------------------------------------------------------------------------------------------------
30 O ORANGE SAFETY BARRELS
- ----------------------------------------------------------------------------------------------------------------------------
1 O TOTAL CHAIN SAW
- ----------------------------------------------------------------------------------------------------------------------------
1 O L1TTLE VONDER TILLER/HEDGER/TRIMMER
- ----------------------------------------------------------------------------------------------------------------------------
1 O FOX METAL BANK SAW
- ----------------------------------------------------------------------------------------------------------------------------
2 O PARKING LOT STRIPPER
- ----------------------------------------------------------------------------------------------------------------------------
1 O DAYTON OGGER WITH 2 BITS
- ----------------------------------------------------------------------------------------------------------------------------
1 O BATTERY CHARGER ON WHEELS
- ----------------------------------------------------------------------------------------------------------------------------
1 O JET AIR POWER GREASER
- ----------------------------------------------------------------------------------------------------------------------------
1 O LARGE ROLLING TOOL BOX WITH TOOL/HAND & POWERED
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 41
NORTHLAND CENTER GROUND & BUILDING MAINTENANCE
Equipment and Furnishing Inventory Page 3
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
L=Leased
Quantity O=Owned Description of Equipment
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 O PANASONIC MICROWAVE OVEN
- ----------------------------------------------------------------------------------------------------------------------------
1 O REFRIGERATOR
- ----------------------------------------------------------------------------------------------------------------------------
1 O OXYGEN/ACETYLENE DOLLY WITH 4 TANKS, TORCHES & TOOLS
- ----------------------------------------------------------------------------------------------------------------------------
4 O DRYWELL TO STORE OILS IN
- ----------------------------------------------------------------------------------------------------------------------------
1 O 1999 TUNCKA STRING TRIMMER
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 42
OFFICE INVENTORY 12/21/99
GENERAL MANAGERS OFFICE
QUANTITY DESCRIPTION
1 OVAL DESK/CONFERENCE TABLE
1 EXECUTIVE STYLE CHAIR - GREEN
2 VISITOR CHAIRS - GREEN
1 COUCH
1 CREDENZA/COMPUTER WORK DESK
1 2 SHELF BOOKCASE
1 PICTURE - LILLIES
1 PICTURE - LAKE VILLAGE
1 SQUARE CORNER TABLE
CENTER OFFICE CONFERENCE ROOM
QUANTITY DESCRIPTION
1 8 "SEAT" CONFERENCE TABLE - OAK
7 ROLLER/SWIVEL TYPE CONFERENCE CHAIRS - SALMON
1 ROLLER/SWIVEL TYPE EXECUTIVE CHAIR - SALMON
2 SOLID BASE TYPE CONFERENCE CHAIRS - SALMON
1 LARGE WORK TABLE - OAK
1 MEDIUM WORK TABLE - OAK
1 TV STAND - OAK
2 PERIOD PHOTOS OF NORTHLAND
1 VARIOUS "HISTORY" PHOTOS AND PRESS ARTICLES
2 DEHUMIDIFIERS
1 LARGE ROOM FAN - WHITE
1 WATER COOLER
OPERATIONS OFFICE
QUANTITY DESCRIPTION
1 CHERRY DESK
1 CHERRY CREDENZA AND HUTCH
1 CHERRY COMPUTER STAND
3 CHAIRS
2 FILE CABINETS
1 PAPER SHREDDER
1 SHARP CALCULATOR
1 METAL WASTE CONTAINER
<PAGE> 43
OFFICE INVENTORY 12/21/99 (CONTINUED) Page 2
MARKETING OFFICE
QUANTITY DESCRIPTION
1 COUCH - PINK LEATHER
1 OAK CREDENZA AND HUTCH
1 OAK DESK
1 OAK COMPUTER STAND
1 OAK 2-DRAWER FILE CABINET
1 PAPER SHREDDER WHITE
1 METAL WOOD GRAIN WASTE
3 BLACK METAL AND FABRIC CHAIRS
1 5 SHELF BOOKCASE - DARK OAK
ACCOUNTING OFFICE
QUANTITY DESCRIPTION
6 MODULAR OVERHEAD FILE CABINETS
6 MODULAR DESK TOPS
4 UNDER COUNTER FILE CABINETS
1 2 DRAWER WHITE FILE CABINET
3 TEAL METAL AND FABRIC CHAIRS
2 TI CALCULATIONS - TI 5860
1 18" WHITE FAN
HUMAN RESOURCES
QUANTITY DESCRIPTION
3 SECTIONS MODULAR DESK TOP
1 SECTIONS MODULAR FILES OVERHEAD
2 UNDER COUNTER FILE CABINETS
2 5-DRAWER FILE CABINETS
1 SHARP EL-119-73 CALCULATOR
2 GRAY WOOD AND FABRIC CHAIRS
1 METAL AND FABRIC CHAIRS - BEIGE
1 WHITE PAPER SHREDDER
1 WATER COLOR INFO BOARD
OFFICE HALLS AND FRONT DESK
QUANTITY DESCRIPTION
3 4-DRAWER FILE CABINETS - WHITE
1 5-DRAWER FILE CABINETS - WHITE
4 5-DRAWER FILE CABINETS - OVERHEAD MODULAR - TEAL
2 1-DRAWER FILE CABINETS - OVERHEAD MODULAR - TEAL
4 SECTION MODULAR DESK TOPS
1 OKI FAX MACHINE
2 2 DRAWER UNDER COUNTER FILE CABINETS
1 METAL AND FABRIC CHAIR - TEAL
3 METAL AND FABRIC CHAIR - GRAY
1 GLASS AND METAL TABLE - GREEN
2 SECTIONAL MODULAR WALLS
<PAGE> 44
FINANCIAL ADMINISTRATOR CUBICAL
QUANTITY DESCRIPTION
2 1 CABINET OVERHEAD - TEAL
3 SECTION DESK TOP
2 2 DRAWER UNDER COUNTER FILE
1 WHITE SHREDDER
8 SECTION MODULAR WALLS - GRAY
1 SEIKO BLACK WALL CLOCK
MARKETING CUBICLE
QUANTITY DESCRIPTION
2 1 CABINET OVERHEAD - TEAL
3 SECTIONAL DESK TOP
2 2 DRAWER UNDER COUNTER FILE
8 SECTIONAL MODULAR WALLS - GRAY
OPERATIONS ADMINISTRATION CUBICAL
QUANTITY DESCRIPTION
2 1 CABINET OVERHEAD - TEAL
3 SECTIONAL DESK TOP
2 DRAWER UNDER CABINET FILE
1 WHITE PLASTIC WASTE
8 SECTIONAL MODULAR WALLS
1 OAK AND METAL TYPE STAND
ASSISTANT MANAGERS OFFICE
QUANTITY DESCRIPTION
1 OFFICE DESK - OAK
1 EXECUTIVE TYPE CHAIR - GRAY
2 VISITOR TYPE CHAIR - GRAY
1 3 DRAWER FILE - LEGAL - WHITE
1 CREDENZA/COMPUTER WORK DESK
KITCHEN/LUNCH ROOM
QUANTITY DESCRIPTION
1 LARGE ROUND DINING TABLE
6 ROLLER/SWIVEL TYPE CHAIRS - BROWN
1 GIBSON REFRIGERATOR - FROST FREE - WHITE
1 SHARP MICROWAVE
1 TOASTER
1 WALL CLOCK
1 MAGAZINE TABLE
1 VARIOUS WALL MOUNTED KITCHEN CABINETS
COPY/MAIL ROOM/STORAGE ROOM
QUANTITY DESCRIPTION
1 XEROX COPIER 5065 - UNDER LEASE
1 PITNEY BOWES POSTAGE MACHINE 5630 - UNDER LEASE
1 WORK TABLE
1 VARIOUS KITCHEN TYPE CABINETS
1 COUNTER WORK TABLE
2 ENCLOSED SUPPLY STORAGE CABINETS - BLACK
1 BLUEPRINT FILE - GRAY
2 METAL STORAGE SHELVE UNITS - GRAY
1 MAIL CART - GRAY PLASTIC
<PAGE> 45
NORTHLAND PRIVATE POLICE DEPARTMENT PHYSICAL INVENTORY
FOR 01-01-2000
Below is a list of owned office equipment located in the Security Station:
<TABLE>
<S> <C> <C> <C>
Chairs 64 Typewriters 3
Desks 7 Couches (worn) 2
Computers 7 Dot matrix printer 1
Trash Cans 20 Shredders 3
File Cabinet 19 Computer desks 2
Bookcases 3 Laser printer 1
TV Stand 2 Fax machine 1
Card files 3 Credenzas 2
15" Monitors 4 Safes 2
U.P.S. 3 Phones 10
Dictaphone 1 Podium 1
VCR's 8 Dry erase board 1
VCR Cabinet 3 Coat racks 2
Tables 18 27" TV (broken) 1
Multiplexers 3 12" Monitors 3
17" Monitor 2 9" Monitors 30
</TABLE>
<PAGE> 46
NORTHLAND PRIVATE POLICE RADIO INVENTORY
<TABLE>
<S> <C> <C>
Office Base Unit - Manufacturer is Motorola
Model # is T-5600 Serial # is mounted in console, unable to obtain
Second Base Unit - Manufacturer is Motorola
Model # is GM-300 Serial # is mounted in console, unable to obtain
Third Base Unit - Manufacturer is Motorola
Model # is Trac - 300 Serial # is mounted in console, unable to obtain
Mobile Unit - Manufacturer is Motorola
Model # is Max Trac 100 (total 5) Motorola - Maxar (total 1)
Repeator Unit - Manufacturer is Motorola
Model # C34CXB-7106BJ Serial # 388CTL0163
Model # C34MS4-3106AT Serial # PA1800
Model # L1574A Serial #740CTL1915
</TABLE>
<TABLE>
<CAPTION>
Handheld Walkie Talkie Units -
Manufacturer Age Model # Serial #
------------ --- ------- --------
<S> <C> <C> <C>
Motorola 6 years HT-600 649APU6667B
Motorola 6 years HT-600 649APU6668B
Motorola 6 years HT-600 649APU6669B
Motorola 6 years HT-600 649APU6666B
Motorola 6 years HT-600 649APU6670B
Motorola 6 years HT-600 649APU6674B
Motorola 6 years HT-600 649APU6649B
Motorola 6 years HT-600 649APU6643B
Motorola 3 years HT-600 649ASU2441
Motorola 3 years HT-600 649ARA4494
Motorola 3 years HT-600 649ARA4495
Motorola 6 years HT-600 649APU6641B
Motorola 6 years HT-600 649APU6648B
Motorola 6 years HT-600 649APU6640B
Motorola 6 years HT-600 649APU6658B
Motorola 6 years HT-600 649APU6656B
Motorola 6 years HT-600 649APU6651B
Motorola 6 years HT-600 649APU6650B
Motorola 6 years HT-600 649APU6653B
Motorola 6 years HT-600 649APU6652B
Motorola 6 years HT-600 649APU6657B
Motorola 6 years HT-600 649APU6655B
Motorola 6 years HT-600 649APU6659B
Motorola 6 years HT-600 649APU6654B
Motorola 6 years HT-600 649APU6673B
Motorola 6 years HT-600 649APU6661B
Motorola 6 years HT-600 649APU6665B
Motorola 6 years HT-600 649APU6675B
</TABLE>
<PAGE> 47
NORTHLAND PRIVATE POLICE RADIO INVENTORY (CONTINUED) Page 2
<TABLE>
<CAPTION>
Manufacturer Age Model # Serial #
------------ --- ------- --------
<S> <C> <C> <C>
Motorola 6 years HT-600 649APU6664B
Motorola 6 years HT-600 649APU6672B
Motorola 6 years HT-600 649APU6660B
Motorola 6 years HT-600 649APU6671B
Motorola 6 years HT-600 649APU6663B
Motorola 3 years P-50 519FRS5613
Motorola 3 years Visar 720AUY255Z
Motorola 3 years Visar 720ATW1815Z
Motorola 3 years GP-300 174TTJ2041
Motorola 3 years GP-300 174TTJ2098
Motorola 3 years GP-300 174TTGA348
Motorola 3 years GP-300 174TTGA362
Motorola 3 years GP-300 174TTJA404
Motorola 3 years GP-300 174TTJ1302
Motorola 3 years GP-300 1741SSE403
</TABLE>
<PAGE> 48
NORTHLAND CENTER MALL BEEPER UNITS
<TABLE>
<CAPTION>
NAME TYPE PAGER NUMBER
- ---- ---- ------------
<S> <C> <C>
Greg Durbin Alpha-numeric (810) 870-3796
Tim Grimske Alpha-numeric (810) 312-8500
BobKleinbrook Alpha-numeric (810) 870-3797
Tom O'Herron Alpha-numeric (810) 312-4955
Jill Korma Alpha-numeric (810) 406-1133
Mark Green Alpha-numeric (810) 309-9941
MarkCoffin Alpha-numeric (810) 309-8018
Susan Haddad Alpha-numeric (810) 450-0980
</TABLE>
<PAGE> 49
SOUND SYSTEM EQUIPMENT AS OF 12/21/99
<TABLE>
<S> <C> <C> <C>
PA TOSHIBA MODEL #PA4160
MICS REALISTIC 3 (2 WIRED - 1 WIRELESS)
DYNAMIC 3 (1 SHURE 5M58, 1 SHURE BD 1.0, MC 100)
TELEX PRO 1 (WIRELESS WITH TRANSFORMER)
WIRELESS RECEIVER TELEX PRO 1
REALISTIC 1
SPEAKERS SOUND STAGE 2
SPEAKER STAND TUBE TECH 2
MIC STAND UNKNOWN 1
MIC CORDS 3
MIC HOLDERS SHURE 2
RADIO SHACK 1
UNKNOWN 2
SPEAKER WIRES 3
AUDIT CABLE RADIO SHACK 5 - 1 Y ADAPTER CABLE
ELC CARDS 5
MULTI PLUGS ARCHER 1
CENTEREX 1
QVS 1
BATTERIES RADIO SHACK 3 9V
MULTI PLUG/ ELEC CORD
SNAP IT 1 (ROLL UP)
</TABLE>
<PAGE> 50
EXHIBIT 3
LEASE SCHEDULE
NORTHLAND CENTER
SOUTHFIELD, MI
SCHEDULE OF LEASE DOCUMENTS
STAR-TWO INC. D/B/A AUNTIE ANNE'S - SUITE 100
- LEASE DATED AUGUST 16, 1995
- CERTIFICATION EXECUTED BY TENANT ON JANUARY 8, 1996 AND BY
LANDLORD ON JANUARY 26, 1996
SIZZ-LING WOK FOOD SYSTEM, INC. D/B/A FLAMING WOK - SUITE 102
- LEASE DATED MAY 27, 1991
- FIRST LEASE AMENDMENT DATED MAY 25, 1993
- MARKETING CONVERSION LETTER DATED APRIL 8, 1998
NORTHLAND WINGS, INC. D/B/A CHICKEN PLUS - SUITE 104
- LEASE DATED JULY 30, 1998
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS (UNDATED) 1998
- FIRST AMENDMENT TO LEASE DATED JANUARY 11, 1999
SBARRO, INC. D/B/A SBARRO THE ITALIAN EATERY - SUITE 106
- LEASE DATED OCTOBER 31, 1991
- FIRST AMENDMENT TO LEASE DATED AUGUST 10, 1992
- MARKETING CONVERSION LETTER DATED APRIL 29, 1998
FLAMING WOK INTERNATIONAL, INC. D/B/A UMI ORIENTAL `N' CAJUN - SUITE 108
- LEASE DATED OCTOBER 21, 1996
- CERTIFICATION EXECUTED BY TENANT FEBRUARY 16, 1998 BY LANDLORD
MARCH 26, 1998
- FIRST AMENDMENT DATED FEBRUARY 24, 1997
- MARKETING CONVERSION LETTER DATED APRIL 8, 1998
<PAGE> 51
GOSH ENTERPRISES, INC. D/B/A CHARLEY'S STEAKERY - SUITE 110
- LEASE DATED APRIL 15, 1996
- LETTER AGREEMENT DATED OCTOBER 21, 1996
- MARKETING CONVERSION LETTER DATED APRIL 30, 1998
COLASANTI-MESSINA ENTERPRISES, INC. D/B/A ARTHUR TREACHERS FISH & CHIPS - SUITE
112
- LEASE DATED AUGUST 31, 1993
- PERSONAL GUARANTIES OF PAUL T. MESSINA, NICHOLE M. COLASANTI
AND LOUIS J. MESSINA DATED AUGUST 31, 1992
MCDONALD'S CORPRORATION D/B/A MCDONALD'S - SUITE 114
- LEASE DATED DECEMBER 6, 1991
- MARKETING CONVERSION LETTER DATED JUNE 25, 1998
LANE BRYANT, INC. D/B/A LANE BRYANT - SUITE 231
- LEASE (UNDATED)
- GUARANTY DATED AUGUST 4, 1994
STERLING, INC. D/B/A KAY JEWELERS - SUITE 237
- LEASE DATED FEBRUARY 21, 1989
- LETTER AGREEMENT DATED JUNE 18, 1993
- LEASE AMENDMENT DATED OCTOBER 31, 1995
- LETTER AGREEMENT DATED JANUARY 7, 1997
- SECOND AMENDMENT TO LEASE DATED APRIL 9, 1997
- 3RD AMENDMENT DATED MAY 13, 1999
KINNEY SHOE CORPORATION D/B/A KIDS FOOTLOCKER - SUITE 240
- LEASE DATED FEBRUARY 17, 1993
- LETTER AGREEMENT DATED DECEMBER 6, 1993
PRESIDENT TUXEDO RENTAL, INC. D/B/A PRESIDENT TUXEDO - SUITE 243
- LEASE DATED SEPTEMBER 22, 1995
- LETTER AGREEMENT DATED JULY 5, 1996
<PAGE> 52
- MARKETING CONVERSION LETTER DATED MAY 6, 1998
D.O.C. OPTICS CORPORATION D/B/A D.O.C. EYEWORLD - SUITE 301
- LEASE DATED AUGUST 10, 1990
- FIRST AMENDMENT TO LEASE DATED DECEMBER 17, 1990
- SECOND AMENDMENT TO LEASE DATED SEPTEMBER 19, 1991
B & B MANAGEMENT, INC. D/B/A MOBILE NET - SUITE 307
- LEASE DATED SEPTEMBER 29, 1997
- AMENDMENT TO LEASE DATED FEBRUARY 19, 1998
- 2ND AMENDMENT DATED DECEMBER 1, 1998
CONTEMPO CASUALS - SUITE 310
- LEASE DATED AUUST 12, 1992
- ASSIGNMENT OF LEASE DATED APRIL 3, 2000
NORTHLAND SHOES, INC. D/B/A DESIGNER SHOES - SUITE 313
- LEASE DATED MARCH 2, 2000
STATUS CLOTHIER, INC. D/B/A SOLE - SUITE 316
- LEASE DATED FEBRUARY 24, 2000
UNITED RETAIL INCORPORATED D/B/A THE AVENUE - SUITE 319
- LEASE DATED OCTOBER 28, 1993
KAL-MED ENTERPRISES, INC. D/B/A ATHLETIC ATTIC - SUITE 325 (IN BANKRUPTCY)
- LEASE DATED FEBRUARY 19, 1998
- CERTIFICATION EXECUTED BY LANDLORD ON JUNE 1, 1998 AND TENANT
ON MAY 21, 1998
LERNER STORES, INC. D/B/A LERNER - SUITE 328
- LEASE DATED MARCH 23, 1988
- FIRST AMENDMENT TO LEASE DATED DECEMBER 8, 1997
- SECOND AMENDMENT TO LEASE DATED SEPTEMBER 24, 1999
AMERICAN GREETINGS CORPORATION D/B/A CARLTON CARDS & GIFTS - SUITE 331
- LEASE DATED MAY 7, 1992
- FIRST AMENDMENT TO LEASE DATED JANUARY 21, 1993
- MARKETING CONVERSION LETTER DATED JULY 26, 1999
SUN'S CLOTHING NORTHLAND, INC. D/B/A SUN'S INTERNATIONAL - SUITE 334
- LEASE DATED APRIL 23, 1996
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS DATED APRIL 19, 1996
- FIRST AMENDMENT DATED JANUARY 30, 1997
- MARKETING CONVERSION LETTER DATED MAY 7, 1998
BUNCHY'S, INC. D/B/A BUNCHY'S CHICKEN & PIZZA - SUITE 337
- LEASE DATED APRIL 8, 1998
- FIRST AMENDMENT TO LEASE DATED DECEMBER 12, 1998
- MARKETING CONVERSION LETTER DATED APRIL 30, 1998
COREY'S JEWELRY, INC. D/B/A COREY'S JEWEL BOX - SUITE 340
- LEASE DATED JANUARY 9, 1996
- MARKETING CONVERSION LETTER DATED OCTOBER 8, 1998
WOHL SHOE COMPANY, INC. D/B/A NATURALIZER - SUITE 343
- LEASE DATED MAY 13, 1999
- COMMENCEMENT DATE AGREEMENT DATED SEPTEMBER 15, 1999
- MARKETING CONVERSION LETTER DATED APRIL 9, 1998
MY, INC. D/B/A HOT STUFF - SUITE 349
- LEASE DATED AUGUST 11, 1996
OLGA'S KITCHEN OF NORTHLAND, INC. D/B/A OLGA'S KITCHEN - SUITE 401
- LEASE DATED MAY 15, 1979
- GUARANTY DATED MAY 15, 1979
- ASSIGNMENT DATED MAY 14, 1979
- ASSIGNMENT DATED MAY 18, 1979
- FIRST AMENDMENT TO LEASE DATED JUNE 15, 1979
<PAGE> 53
- ASSIGNMENT DATED JUNE 16, 1986 - LEASE EXTENSION AGREEMENT AND
SECOND AMENDMENT TO LEASE DATED MAY 21, 1993
- THIRD AMENDMENT TO LEASE DATED DECEMBER 6, 1995
- FOURTH AMENDMENT TO LEASE DATED MARCH 12, 1998
- FIFTH AMENDMENT TO LEASE DATED DECEMBER 22, 1999
NATHAN SANDERS D/B/A NATHAN TOO - SUITE 402
- LEASE DATED JANUARY 15, 1998
- MARKETING CONVERSION LETTER DATED MAY 6, 1998
MAX GREEN'S MEN'S WEAR, INC. D/B/A MAX'S - SUITE 404
- LEASE DATED APRIL 15, 1994
- MARKETING CONVERSION LETTER DATED APRIL 8, 1998
CIRCUS WORLD TOY STORES, INC. D/B/A KAY-BEE TOY& HOBBY - SUITE 410
- LEASE DATED MAY 26, 1987
- ASSIGNMENT OF LEASES DATED AUGUST 17, 1990
- LETTER AGREEMENT DATED JULY 14, 1993
- FIRST AMENDMENT TO LEASE MARCH 12, 1998
- MARKETING CONVERSION LETTER DATED MAY 8, 1998
FREDERICK'S OF HOLLYWOOD STORES, INC D/B/A FREDERICK'S OF HOLLYWOOD - SUITE 413
- LEASE DATED FEBRUARY 24, 2000
SUN'S CLOTHING COMPANY D/B/A SUN'S TOO - SUITE 419
- LEASE DATED FEBRUARY 9, 1999
- 1ST AMENDMENT DATED OCTOBER 7, 1999
KINNEY SHOE CORPORATION D/B/A LADY FOOTLOCKER - SUITE 425
- LEASE DATED FEBRUARY 12, 1992
SIMMONS & CLARK, INC. D/B/A SIMMONS & CLARK JEWELERS - SUITE 431
- LEASE DATED DECEMBER 9, 1992
- FIRST AMENDMENT DATED DECEMBER 9, 1992
<PAGE> 54
JOHNNIE E. WASHINGTON D/B/A HI-LINE CUSTOM FRAMING - SUITE 434
- LEASE DATED MAY 15, 1992
- FIRST AMENDMENT TO LEASE DATED MAY 14, 1997
- LETTER AMENDMENT DATED JULY 7, 1997
- MARKETING CONVERSION LETTER DATED MAY 4, 1998
HONG HOA HOOVER D/B/A NAILS 2000 - SUITE 437
- LEASE DATED APRIL 5, 1995
- AMENDMENT TO LEASE DATED OCTOBER 13, 1995
- SECOND AMENDMENT TO LEASE DATED JANUARY 4, 1999
BYHAD COFFEE L.L.C. D/B/A GLORIA JEAN'S GOURMET COFFEES - SUITE 440
- LEASE DATED FEBRUARY 19, 1998
- FIRST AMENDMENT TO LEASE DATED AUGUST 31, 1998
- LANDLORD'S SUBORDINATION OF LIEN DATED AUGUST 31, 1998
- MARKETING CONVERSION LETTER DATED MAY 20, 1998
BRESLER MALLS, INC. D/B/A BRESLER'S ICE CREAM & YOGURT SHOP - SUITE 443
- LEASE DATED AUGUST 5, 1999
YORK PHOTOGRAPHY STUDIOS, INC. D/B/A NEW YORK'S - SUITE 452
- LEASE DATED DECEMBER 7, 1993
- AMENDMENT TO LEASE DATED OCTOBER 30, 1995
PACIFIC ASSOCIATES, INC. D/B/A GOLD VALLEY - SUITE 455
- LEASE DATED AUGUST 18, 1995
- CERTIFICATION EXECUTED BY LANDLORD ON DECEMBER 4, 1996 AND
EXECUTED BY TENANT ON SEPTEMBER 12, 1996
- MARKETING CONVERSION LETTER DATED MAY 1, 1998
- ASSIGNMENT AND MODIFICATION OF LEASE DATED MARCH 2, 2000
STEWART LADIES WEAR, INC. D/B/A ASHLEY STEWART WOMAN SIZES 14 TO 26 - SUITE 458
- LEASE DATED APRIL 19, 1995
<PAGE> 55
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS DATED APRIL 14, 1995
- FIRST AMENDMENT TO LEASE DATED NOVEMBER 5, 1997
EDISON MICHIGAN STORES, INC. D/B/A BAKERS - SUITE 461
- LEASE DATED DECEMBER 17, 1992
VENATOR GROUP, INC. D/B/A FOOT LOCKER - SUITE 464
- LEASE DATED SEPTEMBER 23, 1999
THE ESSENCE OF BODY & SOUL OF MICHIGAN, INC. D/B/A 100% GIRLS - SUITE 470
- LEASE DATED AUGUST 24, 1998
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS, UNDATEd
- FIRST AMENDMENT TO LEASE DATED NOVEMBER 2, 1999
C'EST LA VIE SPORTSWEAR, INC. D/B/A DOLCE VITA - SUITE 473
- LEASE DATED APRIL 9, 1995
- LETTER AGREEMENT DATED FEBRUARY 8, 1996
THE HAT ZONE D/B/A HAT ZONE - SUITE 476
- LEASE DATED SEPTEMBER 21, 1999
- FIRST AMENDMENT TO LEASE DATED DECEMBER 21, 1999
KINNEY SHOE CORPORATION D/B/A CHAMPS - SUITE 486
- LEASE DATED OCTOBER 13, 1999
CLAIRE'S BOUTIQUES, INC. D/B/A CARIMAR - SUITE 501
- LEASE DATED FEBRUARY 13, 1992
- ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT DATED DECEMBER
23, 1999
PACIFIC ASSOCIATES, INC. D/B/A INTRIGUE
- LEASE DATED JUNE 3, 1997
<PAGE> 56
- MARKETING CONVERSION LETTER DATED MAY 4, 1998
JBS, INC. D/B/A NORTHLAND OPTICAL - SUITE 507
- LEASE DATED MARCH 17, 1993
- LEASE EXTENSION AND FIRST AMENDMENT TO LEASE DATED JUNE 9,
1994
- PERSONAL GUARANTY DATED MARCH 15, 1993
- MARKETING CONVERSION LETTER DATED MAY 13, 1998
PAYLESS SHOESOURCE, INC. D/B/A PAYLESS SHOESOURCE AND/OR PAYLESS KIDS - SUITE
510
- LEASE DATED JUNE 8, 1994
- ASSIGNMENT OF LEASE DATED JUNE 30, 1994
- MARKETING CONVERSION LETTER DATED MAY 28, 1998
TANDY CORPORATION D/B/A RADIO SHACK - SUITE 516
- LEASE DATED SEPTEMBER 18, 1998
- CERTIFICATION EXECUTED BY TENANT ON NOVEMBER 2, 1998 AND
LANDLORD ON DECEMBER 1, 1998
JBI, INC. D/B/A PARADE OF SHOES - SUITE 537
- LEASE DATED MARCH 28, 1994
- CORPORATE GUARANTY DATED APRIL 19, 1994
- ASSIGNMENT OF LEASE DATED FEBRUARY 26, 1997
- MARKETING CONVERSION LETTER DATED MAY 28, 1998
DONNA SACS OF NORTHLAND, INC. D/B/A DONNA SACS - SUITE 540
- LEASE DATED AUGUST 11, 1992
OTTO'S CRISPY CORN, INC. D/B/A OTTO'S CRISPY CORN - SUITE 543
- LEASE DATED AUGUST 5, 1996
CRAFTSMAN JEWELRY, LTD D/B/A CRAFTSMAN - SUITE 552
- LEASE DATED JANUARY 7, 1988
- PERSONAL GUARANTY DATED MARCH 21, 1988
<PAGE> 57
- FIRST AMENDMENT TO LEASE DATED JULY 26, 1988
- SECOND AMENDMENT DATED JULY 27, 1989
- THIRD AMENDMENT TO LEASE DATED SEPTEMBER 23, 1996
- MARKETING CONVERSION LETTER DATED MAY 10, 1998
THE ATHLETE'S FOOT STORES, INC. D/B/A THE ATHLETE'S FOOT - SUITE 555
- LEASE DATED NOVEMBER 20, 1995
- MARKETING CONVERSION LETTER DATED JUNE 15, 1998
KAL-MED ENTERPRISE, INC. D/B/A IMPERIAL SPORTS - SUITE 561 (IN BANKRUPTCY)
- LEASE DATED JUNE 23, 1997
THE MUSICLAND GROUP, INC. D/B/A SAM GOODY - SUITE 601
- LEASE DATED OCTOBER 7, 1991
- LETTER AMENDMENT DATED SEPTEMBER 15, 1995
- MARKETING CONVERSION LETTER DATED MAY 28, 1998
NORSTAN APPAREL SHOPS, INC. D/B/A FASHION CENTS - SUITE 604
- LEASE DATED DECEMBER 22, 1999
BERMANS THE LEATHER EXPERTS, INC. D/B/A WILSONS THE LEATHER EXPERTS - SUITE 607
- LEASE DATED MARCH 17, 1988
- AMENDMENT TO LEASE DATED JULY 6, 1998
WAN-LEE, INC. D/B/A U.S. HAIR CARE - SUITE 613
- LEASE DATED MARCH 12, 1999
- RENT CONVERSION LETTER DATED MAY 4, 1998
- SECOND AMENDMENT TO LEASE DATED JULY 20, 1999
CLAIRE'S BOUTIQUE, INC. D/B/A AFTERTHOUGHTS - SUITE 631
- LEASE DATED JULY 20, 1990
- LEASE AMENDMENT DATED NOVEMBER 22, 1995
- ASSIGNMENT OF LEASE AND ASSUMPTION AGREEMENT DATED DECEMBER
23, 1999
<PAGE> 58
RIAD SHUKEIREH AND JONI WARRA D/B/A #1 SHOE SERVICE - SUITE 634
- LEASE DATED JULY 15, 1992
- FIRST AMENDMENT TO LEASE DATED DECEMBER 9, 1994
- SECOND AMENDMENT TO LEASE DATED APRIL 29, 1997
- THIRD AMENDMENT TO LEASE DATED MAY 3, 1999
- MARKETING CONVERSION LETTER DATED MAY 10, 1998
DR. BENJAMIN H. STEIN, O.C., P.C. D/B/A DR. STEIN, OPTOMETRIST - SUITE 635
- LEASE DATED APRIL 6, 1993
- FIRST AMENDMENT TO LEASE DATED SEPTEMBER 24, 1993
- LETTER AGREEMENT DATED APRIL 23, 1993
- MARKETING CONVERSION LETTER DATED MAY 6, 1998
ERIC S. MENDELSOHN, D.M.M., P.C. D/B/A DR. MENDELSOHN, PODIATRIST - SUITE 636
- LEASE DATED DECEMBER 13, 1993
- MARKETING CONVERSION LETTER DATED MAY 7, 1998
THIES JEWELERS OF NORTHLAND, INC. D/B/A ARTO'S JEWELERS - SUITE 637
- LEASE DATED JULY 5, 1995
- UNCONDITIONAL GUARANTY OF PAYMENT OF LEASE OBLIGATIONS DATED
JULY 5, 1995
- FIRST AMENDMENT TO LEASE DATED MAY 28, 1997
- ASSIGNMENT OF LEASE DATED FEBRUARY 26, 1998
- SECOND AMENDMENT TO LEASE DATED APRIL 23, 1999
- MARKETING CONVERSION LETTER DATED MAY 1, 1998
MALL ASSOCIATES, L.L.C. D/B/A PROFESSIONAL DENTAL CENTERS - SUITE 640
- LEASE DATED APRIL 6, 1995
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS DATED APRIL 6, 1995
- MARKETING CONVERSION LETTER DATED MAY 18, 1998
NO. 1 COOKIE SERVICE, INC. D/B/A MRS. FIELDS COOKIES - SUITE 707
- LEASE DATED OCTOBER 20, 1997
- CERTIFICATION EXECUTED BY TENANT ON MAY 6, 1998 AND BY
LANDLORD ON JUNE 1, 1998
<PAGE> 59
- MARKETING CONVERSION LETTER DATED APRIL 27, 1998
GENERAL NUTRITION CORPORATION D/B/A GENERAL NUTRITION CENTER - SUITE 713
- LEASE DATED MARCH 12, 1991
- MARKETING CONVERSION LETTER DATED APRIL 9, 1998
C'EST LA VIE SPORTSWEAR, INC. D/B/A C'EST LA VIE -SUITE 716
- LEASE DATED OCTOBER 7, 1992
RAINBOW USA, INC. D/B/A FOXMOOR - SUITE 725
- LEASE DATED JUNE 23, 1997
- MARKETING CONVERSION LETTER DATED APRIL 16, 1998
NORTHLAND CENTER FOOTACTION, INC. D/B/A FOOTACTION USA - SUITE 731
- LEASE DATED APRIL 15, 1997
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS DATED APRIL 15, 1997
- MARKETING CONVERSION LETTER DATED JULY 20, 1998
STATUS CLOTHIER, INC. D/B/A STATUS CLOTHIER - SUITE 737
- LEASE DATED AUGUST 28, 1997
- FIRST AMENDMENT TO LEASE DATED AUGUST 31, 1998
MR. LEGENDARY, INC. D/B/A GIANNI'S MEN'S WEAR - SUITE 740
- LEASE DATED FEBRUARY 26, 1993
- MARKETING CONVERSION LETTER DATED APRIL 29, 1998
HONG HOA HOOVER D/B/A LE NAILS - SUITE 743
- LEASE DATED NOVEMBER 15, 1994
- RENT CONVERSION LETTER DATED APRIL 8, 1998
- FIRST AMENDMENT TO LEASE DATED JANUARY 4, 1999
<PAGE> 60
SIBLEY'S SHOES, INC. - SUITE 752
- LEASE DATED JUNE 21, 1991
SIBLEY'S SHOES, INC. D/B/A MS. SIBLEY - SUITE 755
- LEASE DATED JUNE 6, 1990
ALFANO, INC. D/B/A STRIDE RITE - SUITE 761
- LEASE DATED JUNE 21, 1995
- MARKETING CONVERSION LETTER DATED MAY 10, 1998
RAINBOW USA, INC. D/B/A RAINBOW KIDS - SUITE 770
- LEASE DATED APRIL 18, 1994
- CORPORATE GUARANTY DATED APRIL 18, 1994
TIE BOX, INC. D/B/A TIE BOX - SUITE 775
- LEASE DATED MARCH 12, 1998
- LEASE TERMINATION AGREEMENT DATED MARCH 12, 1998
- MARKETING CONVERSION LETTER DATED APRIL 30, 1998
CITY SLICKER'S NORTHLAND, INC. D/B/A CITY SLICKER SHOES - SUITE 785
- LEASE DATED JUNE 28, 1995
- CERTIFICATION EXECUTED BY TENANT ON FEBRUARY 1, 1996 AND
LANDLORD ON FEBRUARY 27, 1996
- MARKETING CONVERSION LETTER DATED JUNE 15, 1998
OREM, INC. D/B/A VIA ROMA MEN'S CLOTHIER - SUITE 786
- LEASE DATED NOVEMBER 19, 1997
- FIRST AMENDMENT TO LEASE DATED APRIL 8, 1998
- SECOND AMENDMENT TO LEASE DATED OCTOBER 16, 1998
- THIRD AMENDMENT TO LEASE DATED MARCH 29, 1999
- MARKETING CONVERSION LETTER DATED MAY 4, 1998
CONSUMER PROGRAMS INCORPORATED D/B/A SEARS PORTRAIT STUDIO - SUITE 792
<PAGE> 61
- LEASE DATED APRIL 26, 1996
- CERTIFICATION EXECUTED BY LANDLORD MARCH 3, 1997 AND BY TENANT
FEBRUARY 13, 1997
- MARKETING CONVERSION LETTER DATED APRIL 29, 1998
IRENE HARDWICK-GREEN D/B/A TOP OF THE LINE STYLES & PROFILES - SUITE 795
- LEASE DATED AUGUST 21, 1996
- FIRST AMENDMENT DATED FEBRUARY 19, 1997
- MARKETING CONVERSION LETTER DATED MAY 4, 1998
THE TJX COMPANIES, INC. D/B/A T.J. MAXX - SUITE 810
- LEASE DATED JUNE 24, 1994
GANTOS STORES, INC. D/B/A GANTOS - SUITE 830 (IN BANKRUPTCY)
- LEASE DATED MAY 11, 1990
- FIRST AMENDMENT TO LEASE DATED FEBRUARY 26, 1991
- SECOND AMENDMENT TO LEASE AND RELEASE DATED JULY 8, 1991
- THIRD AMENDMENT TO LEASE DATED JANUARY 11, 1995
- MARKETING CONVERSION LETTER DATED JUNE 25, 1998
MAX GREEN'S MEN'S WEAR, INC. D/B/A MAX GREEN'S MEN'S WEAR - SUITE 834
- LEASE DATED MARCH 27, 1995
- MARKETING CONVERSION LETTER DATED APRIL 8, 1998
PAPILLION TAILOR & TUXEDO, BRIDE, INC. D/B/A PAPILLION TAILOR & TUXEDO, BRIDE -
SUITE 837
- LEASE DATED MARCH 25, 1997
- UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE OF LEASE
OBLIGATIONS DATED AUGUST 1, 1997
- FIRST AMENDMENT TO LEASE DATED JUNE 5, 1997
- ASSIGNMENT OF LEASE DATED JULY 7, 1999
- MARKETING CONVERSION LETTER DATED OCTOBER 9, 1998
GENESCO, INC. D/B/A UNDERGROUND STATION - SUITE 840
- LEASE DATED AUGUST 20, 1998
<PAGE> 62
- LETTER AGREEMENT DATED NOVEMBER 3, 1998
- MARKETING CONVERSION LETTER DATED APRIL 17, 1998
GEORGE L. ANSARA D/B/A GOLD & DIAMOND CASTLE
- LEASE DATED AUGUST 15, 1995
- MARKETING CONVERSION LETTER DATED APRIL 29, 1998
VAN DYKE CLOTHIERS, INC. D/B/A VAN DYKE'S UPTOWN - SUITE 849
- LEASE DATED FEBRUARY 19, 1997
- MARKETING CONVERSION LETTER DATED APRIL 8, 1998
JEEPERS! OF NORTHLAND, INC. D/B/A JEEPERS! - SUITE 900
- LEASE DATED JULY 30, 1998
SOUTHFIELD POLICE
- LEASE DATED NOVEMBER 15, 1990
MICHIGAN NATIONAL BANK ATM
- LEASE DATED OCTOBER 16, 1998
COMERICA INCORPORATED D/B/A COMERICA ATM
- LEASE DATED OCTOBER 21, 1996
EVANS, INC. D/B/A EVANS (IN BANKRUPTCY)
- LEASE DATED JUNE 28, 1995
- LANDLORD WAIVER DATED JUNE 28, 1995
- LANDLORD'S SUBORDINATION OF LIEn
NORTHLAND TIRE CENTER
- LEASE DATED MARCH 11, 1981
ANCHORS
DAYTON-HUDSON CORPORATION D/B/A HUDSON'S
- WARRANTY DEED DATED NOVEMBER, 1975
- LEASE DATED MAY 17, 1978
- OPERATING AGREEMENT DATED MAY 17, 1978
- SUPPLEMENTAL AGREEMENT DATED MAY 17, 1978
- MEMORANDUM OF LEASE DATED MAY 17, 1978
- FIRST AMENDMENT TO OPERATING AGREEMENT DATED JULY 3, 1978
- TERRACE CONSTRUCTION AGREEMENT DATED AUGUST 7, 1980
- ENCROACHMENT AND SUPPORT AGREEMENT DATED AUGUST 7, 1980
- ENCROACHMENT AND SUPPORT AGREEMENT DATED FEBRUARY 9, 1982
- FIRST AMENDMENT TO LEASE DATED JANUARY 30, 1981
- LETTER DATED JANUARY 20, 1992
- SECOND AMENDMENT TO OPERATING AGREEMENT DATED SEPTEMBER 27,
1993
- AMENDMENT TO SUPPLEMENTAL AGREEMENT DATED SEPTEMBER 27, 1993
- AMENDED AND RESTATED OPERATING AGREEMENT EXECUTED OCTOBER 26,
1995
J.C. PENNEY COMPANY, INC. D/B/A J.C. PENNEY
- INDENTURE OF LEASE DATED SEPTEMBER 22, 1972
- MEMORANDUM OF LEASE DATED SEPTEMBER 22, 1972
- LETTER AGREEMENT RE: PARKING DATED OCTOBER 18, 1972
- LETTER AGREEMENT RE: FLOOR ELEVATIONS DATED OCTOBER 18, 1972
- INDEMNIFICATION AGREEMENT DATED OCTOBER 18, 1972
- AGREEMENT DATED DECEMBER 18, 1973
- WARRANTY DEED BETWEEN SCI AND NATIONAL LIFE DATED FEBRUARY 4,
1974
- AGREEMENT OF LEASE BETWEEN HUDSON AND NATIONAL LIFE DATED
FEBRUARY 4, 1974
- ASSIGNMENT OF SCI'S INTEREST TO NATIONAL LIFE DATED FEBRUARY
4, 1974
- EASEMENT AGREEMENT BETWEEN SCI AND NATIONAL LIFE DATED
FEBRUARY 4, 1974
- ASSIGNMENT BETWEEN SCI, HUDSON AND NATIONAL LIFE DATED
FEBRUARY 5, 1974
- AGREEMENT DATED OCTOBER 22, 1975
- LETTER AGREEMENT BETWEEN JC PENNEY AND SCI DATED MARCH 17,
1977
- ASSIGNMENT OF NORTHLAND PENNEY LEASE DATED MAY 18, 1978
- LETTER FROM SCI TO JC PENNEY DATED MAY 9, 1984
- MEMORANDUM OF UNDERSTANDING DATED SEPTEMBER 5, 1985
- AGREEMENT DATED JUNE 30, 1986
- AMENDMENT DATED JULY 13, 1992
- LETTER DATED MARCH 4, 1993
<PAGE> 63
DAYTON HUDSON CORPORATION D/B/A TARGET
- EQUITABLE BOARD OF DIRECTORS RESOLUTION OF AUTHORITY DATED
AUGUST 14, 1992
- TERMINATION OF MEMORANDUM OF LEASE DATED AUGUST 15, 1995
- TITLE INSURANCE COMMITMENT DATED SEPTEMBER 22, 1995
- CERTIFICATION FROM DHC DATED OCTOBER 24, 1995
- GENERAL WARRANTY DEED BY EML ASSOCIATES TO DHC DATED OCTOBER
26, 1995
- AFFIDAVIT REGARDING SECTION 1445 IRC (FIRPTA) DATED OCTOBER
26, 1995
- CERTIFICATION OF INCUMBENCY BY EREIM MANAGERS CORP. DATED
OCTOBER 26, 1995
- SUPPLEMENTAL AGREEMENT DATED OCTOBER 27, 1995
- LETTER AGREEMENT REGARDING ARTICLE VIII(C) OF THE OEA DATED
OCTOBER 27, 1995
- CLOSING STATEMENT DATED OCTOBER 27, 1995
- LETTER AGREEMENT REGARDING POST-CLOSING ITEMS DATED OCTOBER
27, 1995
<PAGE> 64
Exhibit D
OPERATING AGREEMENTS SCHEDULE
<TABLE>
<CAPTION>
Vendor Service $/Month Period Cancel
------ ------- ------- ------ ------
<S> <C> <C> <C> <C>
Professional Building Maintenance Housekeeping $ 45,678.00 4/1/1999 - 3/31/2002 30 Days
Premier Pest Control Pest Control $ 400.00 6/6/1999 - 5/31/2000 30 Days
Roman Landscaping Interior Plants $ 350.00 Month-to-Month 30 Days
Mortz Brothers, Inc. Chiller Maintenance $ 24,705/annually 4/1/1999 - 3/31/2000 30 Days
Michigan Gas Exchange Natural Gas Broker $ 2.83/MMBTU 10/1/1998 - 9/30/2000 30 Days
Central Utilities Meter Readings $ 10/Met/mo. Month-to-Month 30 Days
Otis Elevator Elevator Maintenance $9,353.11/quarterly 6/1/1995 - 6/31/2000 30 Days
Betz Dearborn Water Treatment $ 2,295.00 1/1/2000 - 12/31/2000 30 Days
Xerox Copy Machine - Center Office $ 639.00 1/1/1998 - 5/31/2001 30 Days
Camtronics Video Maintenance $ 1,055.00 Month-to-Month 30 Days
Comsource Radio Equipment $ 487.00 Month-to-Month 30 Days
Lease Plan USA Leased Vehicles $ 57.30 Month-to-Month 30 Days
Sweeper Contract $ 1,148.00 10/1/96 - 12/31/00 30 Days
Michigan State Police Lien Service $ 535.00 Month-to-Month 30 Days
Xerox Copy Machine - Security Dept. $ 559.00 9/30/1999 - 9/30/2004 30 Days
Detroit Edison Utility Actual Consumption 4/1/1997 - 3/31/2007 31 Days
Cintas Uniforms $ 600.00 Month-to-Month 30 Days
</TABLE>
<PAGE> 65
Exhibit E
TENANT ESTOPPEL FORM
[Date]
[PURCHASER & SELLER]
Re: Lease dated _______________________, 199__ (the "Lease") executed between
("Landlord"), and ______________________________ ("Tenant"), for those premises
located at ___________________________.
Gentlemen:
The undersigned Tenant understands that you or your assigns intend to
acquire that property located at ____________________________ (the "Property")
from The Equitable Life Assurance Society of the United States. The undersigned
Tenant does hereby certify on behalf of itself and its successors and assigns to
you and your successors and assigns as follows:
A. The Lease consists only of the documents identified in items 1 and 2
on Schedule A attached hereto ("Schedule A"). The Lease contains the
entire agreement of Tenant and Landlord.
B. The Lease is in full force and effect and has not been modified,
supplemented, or amended as indicated in Item 2 on Schedule A.
C. Tenant has not given Landlord written notice of any dispute between
Landlord and Tenant or that Tenant considers Landlord in default
under the Lease.
D. Tenant does not claim any offsets or credits against rents payable
under the Lease.
E. Tenant has not paid a security or other deposit with respect to the
Lease, except as shown in Item 3 on Schedule A.
F. Tenant has fully paid rent on account of the month of ______, 2000;
the current base rent under the Lease is as shown in Item 4 on
Schedule A.
G. Tenant has not paid any rentals in advance except for the current
month of ________________ 2000.
<PAGE> 66
H. The term of the lease will terminate on the date indicated in Item 5
on Schedule A.
I. Tenant is in possession of the leased premises and has not assigned
the lease or sublet any portion of the leased premises except as
follows:
--------------------------------------------------------------------------
--------------------------------------------------------------------------
--------------------------------------------------------------------------
[OPTION: J. Except as shown in Item 6 on Schedule A, Tenant has no right
of first refusal or option to lease space in addition to the premises
demised under the Lease.
K. Except as shown in Item 6 on Schedule A, Tenant has no right of first
refusal or option to purchase the Property or any part thereof.
END OPTION]
<PAGE> 67
SCHEDULE A
1. Lease:
Landlord:
Tenant: ____________________
Suite #: ____________________
Date: ____________________
2. Modifications and/or Amendments
(a) Date: _____________________
(b) Date: _____________________
(c) Date: _____________________
3. Security Deposit
(currently held by
Landlord) $____________________
4. Monthly Base Rent
for current term
of Lease $ ____________________
5. Commencement Date: ____________________
Termination Date: ____________________
6. Right of First refusal to Lease to Purchase
or option __________
(if none, state "None")
If "yes", does such right or option still exist or has such right or
option been exercised or waived?
Still Exists ___ Exercised ___ Waived ____
<PAGE> 68
Exhibit F
SCHEDULE OF SECURITY DEPOSITS
DATE: 27-APR-00
<TABLE>
<CAPTION>
TEMPORARY
TENANTS
ACCT 3315-000 4/27/00
------------------------------
<S> <C> <C>
JULIAN K. 500.00
LAF, INC 1,000.00
KIDDY RIDE 500.00
VENDOR VENDOR 250.00
KC PROPER ATTIRE 6/96 3,181.20
LUSHENA BOOKS-Truth
Books 1,000.00
EUROPEAN LEATHER 9/97
3,000.00
KING DOLLAR 2/97
5,000.00
UNIQUE 3/97
2,800.00
DATA WAVE 6/97
200.00
Upscale Fashions 10/98
1,500.00
Unique N Color 6/1/99
1,000.00
Four Seasons 1/99
1,089.00
Glass Gallery 4/00
500.00
=========
Total #3315 21,520.20
=========
PERMANENT TENANTS
ACCT 3300-000
Mobile Net 2,582.62
Le Nails 2,000.00
Michigan National 12/98
2,500.00
=========
Total #3300 7,082.62
=========
CONSTRUCTION DEPOSITS
ACCT 3320-000
Dejager Jul-99 2,500.00
100% Girls Oct-99 2,500.00
=========
Total #3320 5,000.00
=========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EREIM LP ASSOCIATES FOR THE PERIOD ENDED MARCH 31, 2000
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 10,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,727,685
<CURRENT-LIABILITIES> 21,015
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,020,506
<TOTAL-LIABILITY-AND-EQUITY> 29,727,685
<SALES> 0
<TOTAL-REVENUES> (79,399)
<CGS> 0
<TOTAL-COSTS> 7,012
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (86,411)
<INCOME-TAX> 0
<INCOME-CONTINUING> (86,411)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86,411)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
