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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 30, 1996
G & L REALTY CORP.
(Exact name of Registrant as specified in its charter)
MARYLAND 1-12566 95-4449388
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
439 N. BEDFORD DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 273-9930
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 30, 1996, G&L Medical Partnership, L.P. acquired the property
located at 436 North Bedford Drive in Beverly Hills, California (the "Property")
for approximately $17,584,342, funded by a $15,200,000 loan from Nomura Asset
Capital Corporation plus $2,384,342 in cash. The Property consists of a three
story medical office building totaling 78,799 square feet of net rentable area
and a 100,000 square foot parking garage. As of August 30, 1996, the Property
was 98.4% leased with an effective average annual rent of $38.90 per square
foot. The Property was purchased from Loan Asset Structured Trust I, a Delaware
limited partnership (the "Seller"), an affiliate of Nomura Asset Capital
Corporation. The Seller is not affiliated with the Company, any director or
officer of the Company, or any associate of any such director or officer.
G&L Realty Corp. (the "Company") controls G&L Medical Partnership, L.P., a
Delaware limited partnership, through its wholly owned subsidiary G&L Medical,
Inc., a Delaware corporation, which is the sole general partner and 1% owner of
G&L Medical Partnership, L.P. The sole limited partner and 99% owner of G&L
Medical Partnership, L.P. is G&L Realty Partnership, L.P., a Delaware limited
partnership (the "Operating Partnership"). The Company owns approximately 90%
and is the sole general partner of the Operating Partnership.
The Property was originally acquired by the Company from G&L
Development, a California partnership, in conjunction with the Company's initial
public offering in December 1993. The Property at that time was subject to a
$28.5 million non-recourse loan (the "Loan"). The Loan came due in August 1995,
at which time the Company's management estimated that the value of the Property
was less than the amount of the Loan and began discussions with the lender
regarding a possible loan restructure.
On May 24, 1996, ownership of the Property was transferred to Loan Asset
Structured Trust I, the lien holder, which held the $28.5 million lien on the
Property, in satisfaction of the Loan. Pursuant to the terms of the transaction,
the Operating Partnership funded the security deposit obligations, paid $250,000
for a right of first refusal in the event Loan Asset Structured Trust I sought
to sell the Property, and was retained to manage the Property. On August 30,
1996, the Company, through G&L Medical Partnership, L.P., reacquired the
Property.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(B) PRO FORMA FINANCIAL INFORMATION
It is impracticable to file at this time the pro forma financial
information required by Item 7 of Form 8-K. Such pro forma financial information
will be filed when available, but in any event no later than sixty days from the
date hereof.
(C) EXHIBITS
10.36 Agreement of Purchase and Sale by and between Loan Asset Structured
Trust I, a Delaware trust ("Seller") and G&L Medical Partnership,
L.P., a Delaware limited partnership ("Buyer"), dated August 29,
1996.
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10.37 Grant Deed in which Loan Asset Structured Trust I, a Delaware trust
("Grantor"), grants certain real property to G&L Medical
Partnership, L.P., a Delaware limited partnership ("Grantee"),
recorded August 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
G & L REALTY CORP.
Date: September 9, 1996 /s/ Quentin Thompson
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Quentin Thompson
Chief Accounting Officer, Treasurer and
Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.36 Agreement of Purchase and Sale by and between Loan Asset
Structured Trust I, a Delaware trust ("Seller") and G&L
Medical Partnership, L.P., a Delaware limited partnership
("Buyer"), dated August 29, 1996.
10.37 Grant Deed in which Loan Asset Structured Trust I, a
Delaware trust ("Grantor"), grants certain real property to
G&L Medical Partnership, L.P., a Delaware limited
partnership ("Grantee"), recorded August 30, 1996.
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EXHIBIT 10.36
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of
this 29th day of August, 1996, by and between LOAN ASSET STRUCTURED TRUST I, a
Delaware trust ("Seller") and G&L MEDICAL PARTNERSHIP, L.P., a Delaware limited
partnership ("Buyer").
RECITALS
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A. Seller is the owner of a building commonly known as 436 North
Bedford Drive, Beverly Hills, California;
B. Buyer desires to purchase such property for the purchase price
and on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Buyer agree as follows:
1.0 Sale.
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1.1 Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, on the terms and conditions set forth herein:
1.1.1 By execution and delivery of a Grant Deed to Seller in
the form of the attached Exhibit "A" (the "Grant Deed"), fee simple title to the
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real property, all rights appurtenant thereto and improvements located at 436
North Bedford Drive, Beverly Hills, California and more particularly described
on the attached Exhibit "B" ( the "Real Property");
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1.1.2 By execution and delivery to Buyer of a Bill of Sale in
the form of Exhibit "C" (the "Bill of Sale"), all personal property, tangible
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and intangible, owned by Seller and used in connection with or located on the
Real Property (the "Personal Property");
1.1.3 By execution and delivery to Buyer of an Assignment of
Leases in the form of Exhibit "D" (the "Assignment of Leases"), all leases and
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rental agreements relating to the Real Property, together with all unreturned
and unapplied deposits paid or payable in connection therewith (the "Leases");
1.1.4 By execution and delivery to Buyer of an Assignment of
Service Contracts in the form of Exhibit "E" (the "Assignment of Service
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Contracts"), those assignable equipment leases, maintenance and service
contracts and similar agreements for equipment or services relating to or
required for the use, occupancy or operation of the Real Property (collectively,
the "Service Contracts"); and
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1.1.5 By execution and delivery to Buyer of an Assignment of
Contracts, Guaranties, Warranties and Permits in the form of Exhibit "F" (the
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"Assignment of Contracts"), all of Seller's right, title, and interest in and to
the following items that relate to the Real Property, all to the extent
assignable: (i) any and all permits and licenses; (ii) any and all books and
records relating to the ownership and operation of the Real Property; (iii) all
existing warranties, if any, on the personal property and the improvements
located on the Real Property; (iv) all plans, tests, soil tests, reports,
specifications, engineering plans and reports, and any other architectural or
engineering data which concern the Real Property acquired from Seller's
predecessor in interest and which are in the possession of Seller or its agents
or contractors; (v) any and all unreturned and unapplied deposits or
prepayments, of any type and for any purpose received from Seller's predecessor
in interest in the Real Property (either directly or by means of a credit),
including, without limitation, any and all utility deposits held by any utility
companies; and (vi) any and all proceeds or rights to proceeds in any threatened
or pending insurance and condemnation proceedings or proceedings in lieu thereof
(collectively, the "Contract Rights"). The Real Property, the Personal
Property, the Leases, the Service Contracts and the Contract Rights are
collectively referred to as the "Property".
2.0 Purchase Price.
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2.1 The purchase price for the Property is the sum of Seventeen
Million One Hundred Fifteen Thousand Dollars ($17,115,000) (the "Purchase
Price"). The Purchase Price shall be paid by Buyer to Seller as follow:
2.1.1 The sum of Thirty-Five Million Dollars ($35,000,000) shall
be loaned (the "Loan") to Buyer by Nomura Asset Capital Corporation ("NACC")
pursuant to that certain Amended and Restated Mortgage Loan Agreement dated as
of August 29, 1996 (the "Loan Agreement") between Buyer and NACC of which
$15,200,000 shall be applied towards the Purchase Price. The Loan will be
secured by, among other things, a first priority Deed of Trust encumbering the
Property, all as further provided in the Loan Agreement.
2.1.2 The balance of the Purchase Price shall be paid by Buyer
to Seller in cash.
2.2 All funds (other than Loan funds applied toward the Purchase
Price) to be paid pursuant to the terms of this Agreement shall be paid in cash
or by wire transfer.
3.0 Closing; Title.
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3.1 The transactions contemplated herein shall close on August 29,
1996 (the "Closing Date"). Time is specifically of the essence as to the
Closing Date and the Closing Date shall not be extended except by the mutual
written agreement of Buyer and Seller.
3.2 Buyer agrees to accept title to the Real Property (and the Grant
Deed shall so recite) subject to (i) all presently existing and future liens
against the Real Property for unpaid real estate taxes (and supplemental taxes),
assessments, bonds and water and sewer charges, which shall be prorated as
provided in this Agreement; (ii) all present and future
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zoning, building, environmental and other laws, ordinances, codes and
regulations of any governmental agency having jurisdiction; (iii) covenants,
conditions, restrictions, easements and other matters of record as of the
Closing Date; (iv) such facts as an accurate, current survey of the Real
Property and a personal inspection thereof would disclose and all facts and
matters otherwise known to Buyer; and (v) such other matters as are approved by
Buyer pursuant to the terms of this Agreement.
3.3 Buyer may, at its option and at its sole expense, obtain an owner's
coverage title insurance policy and such title endorsements as Buyer may desire.
4.0 Seller's Deliveries.
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4.1 At the closing, Seller shall deliver to Buyer:
4.1.1 The Grant Deed;
4.1.2 The Bill of Sale;
4.1.3 The Assignment of Leases;
4.1.4 The Assignment of Service Contracts;
4.1.5 The Assignment of Contracts;
4.1.6 Possession of the Property (on the Closing Date);
4.1.7 An executed Substitution of Trustee and Full Reconveyance of
the Deed of Trust with Assignment of Rents, Security Agreement and Fixture
Filing dated as of August 13, 1990 made by G&L Development, a California general
partnership, as trustor, to Ticor Title Insurance Company of California, as
trustee, for the benefit of The Yasuda Trust & Banking Co., Ltd., Los Angeles
Agency, as beneficiary ("Yasuda"), and assigned to the Seller;
4.1.8 An executed termination of the financing statement executed by
G&L Realty Partnership, L.P., in favor of Yasuda and assigned to the Seller;
4.1.9 Such other instruments or instructions as are reasonably
necessary or appropriate in order to complete Seller's performance hereunder and
to consummate this transaction; and
4.1.10 Such other documents required of Seller under the terms of this
Agreement.
4.2 On the Closing Date or as soon as reasonably practicable thereafter,
Seller shall deliver to Buyer that certain Promissory Note dated August 13, 1990
made by Buyer in favor of Yasuda, marked "Paid."
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5.0 Buyer's Deliveries.
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5.1 On or before the Closing Date, Buyer shall deliver to Seller:
5.1.1 Such sums as are required to be paid by Buyer pursuant
to Paragraph 2.0 hereof, plus such additional funds as are required to pay
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costs and charges payable by Buyer hereunder and under the Loan Agreement, less
any credit to which Buyer is entitled under the terms hereof;
5.1.2 The Assignment of Leases;
5.1.3 The Assignment of Service Contracts;
5.1.4 The Assignment of Contracts;
5.1.5 Such other instruments or instructions as are reasonably
necessary or appropriate in order to complete Buyer's performance hereunder and
to consummate this transaction;
5.1.6 Such documents, instruments, deeds of trust, financing
statements and agreements necessary or required under the Loan Agreement; and
5.1.7 Such other documents required of Buyer under the terms
of this Agreement.
6.0 Seller's Conditions.
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6.1 Seller's obligations under this Agreement, and the consummation
of the transactions contemplated hereby, are subject to the satisfaction by
Buyer or waiver by Seller of the following conditions precedent:
6.1.1 Buyer shall have delivered to Seller all of the funds,
documents and other things described in Paragraph 5.0 hereof or otherwise
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required under this Agreement and shall have delivered to NACC all of the funds,
documents and other things required under the Loan Agreement;
6.1.2 Closing of the Loan in accordance with the terms of the
Loan Agreement;
6.1.3 Chicago Title Insurance Company or such other title
insurer as may be acceptable to NACC ("Title Company") shall have
unconditionally agreed, upon recordation of the Grant Deed and the Mortgages (as
defined in the Loan Agreement) in the Official Records, to issue its ALTA Policy
of Title Insurance together with such endorsements thereto as may be required by
NACC (the "Title Policy") showing fee simple title vested in Buyer and insuring
the first priority of the Liens (as defined in the Loan Agreement) created under
the Mortgages as required under the Loan Agreement; and
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6.1.4 Buyer and Seller shall have agreed in writing upon the
prorations to be made pursuant to Paragraph 10.0 hereof.
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7.0 Buyer's Conditions.
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7.1 Buyer's obligations under this Agreement, and the consummation of
the transactions contemplated hereby, are subject to the satisfaction by Seller
or waiver by Buyer of the following conditions precedent:
7.1.1 Seller shall have delivered to Buyer all of the funds,
documents and other things described in Paragraph 5.0 hereof or otherwise
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required under this Agreement;
7.1.2 Chicago Title Insurance Company or such other title
insurer as may be acceptable to Buyer shall have unconditionally agreed, upon
recordation of the Grant Deed and the Mortgages (as defined in the Loan
Agreement) in the Official Records, to issue its CLTA Policy of Title Insurance
together with such endorsements thereto as may be required by Buyer; and
7.1.3 Seller and Buyer shall have agreed in writing upon the
prorations to be made pursuant to Paragraph 10.0 hereof.
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8.0 Actions at Closing.
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8.1 At the closing:
8.1.1 The Title Company shall cause the Grant Deed and
Mortgages to be recorded in the official records of Los Angeles County (and as
otherwise required);
8.1.2 The Title Company shall deliver to NACC the original of
the Title Policy, or a binder or commitment therefor in form and substance
satisfactory to NACC in its sole and absolute discretion as required under the
Loan Agreement; and
8.1.3 Buyer and Seller shall deliver to the other all funds and
documents provided hereunder.
9.0 Closing Costs.
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9.1 Buyer shall pay all costs and expenses arising from or relating
to the transactions contemplated in this Agreement, including, but not limited
to (i) the premium for all title policies required by Buyer, or required by NACC
under the Loan Agreement, (ii) any documentary transfer taxes to be paid in
connection with the transactions contemplated by this Agreement, (iii) the cost
of recording the Grant Deed, the Mortgages and all other documents and
instruments required hereunder and under the Loan Agreement, and (iv) all of
Seller's and NACC's incidental expenses (including attorneys' fees and expenses)
incurred in connection with the preparation, negotiation and closing of this
Agreement and the Loan Agreement and the transactions contemplated by this
Agreement and the Loan Agreement.
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9.2 Buyer shall pay its own incidental costs (including attorneys'
fees and expenses) incurred in connection with the preparation, negotiation and
closing of this Agreement and the transactions contemplated by this Agreement.
10.0 Prorations And Adjustments.
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10.1 Property taxes, bonds and assessments levied or assessed against
the Property shall be prorated as of the Closing Date. All taxes, bonds,
assessments and supplemental taxes due and payable following the Closing Date
shall be assumed and/or paid by Buyer.
10.2 All revenues and expenses, if any, of the Property shall be
prorated and apportioned as of 12:01 A.M. Los Angeles time on the Closing Date
so that Seller shall bear all expenses incurred by Seller with respect to the
Property and shall have the benefit of all income with respect to the Property
from the date Seller acquired title to the Property through and including the
time of proration. All prorations shall be agreed upon in writing by Buyer and
Seller as a condition to the closing of this Agreement. Any revenue or expense
amount which cannot be ascertained with certainty as of the Closing Date shall
be prorated on the basis of the parties' reasonable estimates of such amount and
shall be the subject of a final proration thirty (30) calendar days after the
Closing Date, or as soon thereafter as the precise amounts can be ascertained.
Either party owing money to the other party based on any adjustments to the
prorations shall promptly pay such sum upon demand, together with interest at
the maximum legal rate if payment is not made within ten (10) calendar days
following such demand.
10.3 Prepaid rents and refundable security deposits, if any, under the
Leases shall be credited to Buyer, and Buyer shall give a receipt to Seller for
such deposits. Rents in arrears, which are attributable to Seller's period of
ownership of the Property, shall not be prorated, but shall be paid to Seller by
Buyer when collected by Buyer, such payment to occur every thirty (30) calendar
days following the Closing Date. The first monies received by Buyer from each
tenant after the Closing Date shall be applied first to current rent, and the
balance, if any, shall be paid to Seller for rent in arrears. Buyer's
obligations under Paragraph 10.3 shall expire one hundred twenty (120) days
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after Closing Date.
10.4 Expenses to be prorated shall include all taxes and assessments
upon the Property, personal property taxes relating to the Personal Property,
premiums for insurance relating to the Property if such policies remain in
effect following the Closing Date, rents payable under all leases and rental
agreements relating to the Property, charges under the Service Contracts to be
assigned to Buyer pursuant to the Assignment of Service Contracts, water, sewer,
gas, electricity, telephone and other utility charges, any unfixed meter
charges, if any (apportioned on the basis of the last meter reading), license
and permit fees and other expenses customarily prorated in the County of Los
Angeles.
10.5 All prorations, unless otherwise provided herein, shall be on an
accrual basis and based upon actual elapsed calendar days. The provisions of
Paragraph 10.0 hereof
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shall survive the Closing Date and the closing of the transactions contemplated
hereby, including, without limitation, the execution, delivery and recordation
of the Grant Deed.
11.0 No Warranties and Representations.
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11.1 Seller and Buyer further agree as follows:
11.1.1 Buyer acknowledges and agrees that, except as provided
in Paragraph 11.1.3, Seller and its affiliates and its and their officers,
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directors, shareholders, agents, employees, attorneys, successors and assigns
have made no warranties, representations, guaranties, promises, statements,
admissions or inducements whatsoever, express, implied or statutory, written or
oral, including, without limitation, any implied warranty of merchantability or
fitness for any use or purpose, with respect to or concerning the Property, or
any part thereof, including, without limitation:
(a) The physical condition and size of the Property,
including, without limitation, any patent or latent defects, subsurface soil
conditions, or hazardous or toxic wastes, substances or materials;
(b) Any governmental limitations, restrictions, permits,
licenses, land use controls, subdivision map act or other laws, rules or
regulations of any governmental agency having jurisdiction applicable to the
Property, or the absence thereof;
(c) The income, expenses, value, profitability or operation
of the Property; or
(d) Any matters concerning the status of title to the
Property.
11.1.2 Buyer warrants, represents and agrees, which warranties,
representations and agreements shall survive the Closing Date, that:
(a) It is purchasing the Property in its "AS IS, WHERE IS"
condition as of the date of this Agreement, and that Buyer is investing in the
Property solely in reliance upon Buyer's own investigations and evaluation
thereof;
(b) As of the Closing Date, it shall have independently
investigated, analyzed and appraised to its satisfaction the value,
profitability and condition of the Property, including, without limitation, the
geological and soil condition of the Real Property, the fitness or suitability
of the Property for Buyer's intended use of the Property, and all environmental
matters relating to the Real Property (including, but not limited to, the
presence or absence of asbestos, toxic or hazardous substances) and that no
representations of any kind (whether oral or written, express or implied) have
been made by Seller to Buyer;
(c) As of the Closing Date, it shall have inspected,
examined and investigated to its satisfaction all laws, ordinances and
governmental rules and regulations relating to or affecting the Property,
including, without limitation, all environmental laws,
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rules and regulations, and is purchasing the Property subject to any violation,
if any, thereof; and
(d) Buyer understands and acknowledges that (i) Seller
has acquired the Property by deed in lieu of foreclosure; and (ii) Seller has
made and makes no warranties or representations of any kind, express, implied or
statutory, in connection with the title acquired by Seller through such deed in
lieu of foreclosure. To induce Seller to enter into this Agreement, and as
material consideration therefor, Buyer acknowledges and agrees that Seller shall
have no obligations or liability whatsoever regarding the title to, or
encumbrances on, the Property, and that, in the event of any claims, demands,
damages or disputes with respect thereto following the Closing Date, Buyer shall
look solely to the title company providing title insurance to Buyer. Provided,
further, Seller shall have no responsibility or liability for any lease, rental
agreement, occupancy agreement, contract or agreement relating to the Property
entered into by Seller's predecessor in title.
11.1.3 Buyer and Seller each represent and warrant that
they have obtained or will obtain prior to the Closing Date all required
consents, releases, permissions and authorizations to execute and deliver this
Agreement and will carry out their respective obligations hereunder, and that
this Agreement, upon execution, shall be binding and enforceable according to
its terms, by and upon Seller and Buyer, respectively. The provisions of
Paragraph 11.0 hereof shall survive the Closing Date and the closing of the
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transactions contemplated hereby, including, without limitation, the execution,
delivery and recordation of the Grant Deed.
12.0 Indemnity.
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12.1 Buyer, and G&L Realty Partnership, L.P., a Delaware limited
partnership and G&L Realty Corp., a Maryland corporation (collectively, the
"REIT"), each hereby (i) unconditionally release and forever discharge, and (ii)
jointly and severally agree forever to indemnify, defend (with counsel
reasonably acceptable to Seller) and hold harmless, Seller and its affiliates
and its and their officers, directors, shareholders, agents, employees,
attorneys, successors and assigns from and against any and all claims, demands,
obligations, liabilities, suits, causes of action, damages, costs, losses and
expenses of every type, kind, nature, description or character, however and
whenever arising or occurring, including, without limitation, attorneys' fees
and costs, arising from, relating to or in connection with the Property, this
Agreement, the transactions contemplated hereby, the Agreement for Deed in Lieu
of Foreclosure dated as of May 24, 1996 (the "Deed in Lieu Agreement") between
the Seller and G&L Realty Partnership, L.P. and the transactions contemplated
thereby, except for liabilities caused by Seller's gross negligence or willful
misconduct with respect to the Property.
12.2 Buyer hereby agrees and acknowledges that:
(a) Buyer has been advised by Seller to seek the advice
of Buyer's own tax attorney or certified public accountant for determination of
any income tax
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consequences which may arise from the execution and delivery of this Agreement,
or the consummation of the transactions contemplated hereby; and
(b) Seller shall not be responsible or liable for any
income tax consequences to Buyer or the REIT or the partners of Buyer, or the
shareholder or partners of the REIT or any other person, which may arise from
the execution and delivery of this Agreement, the Deed in Lieu Agreement or the
consummation of the transactions contemplated hereby or thereby. Buyer and the
REIT each hereby jointly and severally agree forever to indemnify, defend (with
counsel reasonably acceptable to Seller) and hold harmless, Seller and its
affiliates and its and their officers, directors, shareholders, agents,
employees, attorneys, successors and assigns from and against any and all
claims, demands, obligations, liabilities, suits, causes of action, damages,
costs, losses or expenses of every type, kind, nature, description or character,
however and whenever arising or occurring, including, without limitation,
attorneys' fees and costs, arising from, relating to or in connection with any
income tax consequences to Buyer, the REIT or any other partner(s) of Buyer, or
the shareholders and partners of the REIT or any other person, resulting from
the execution and delivery of this Agreement and/or the Deed in Lieu Agreement,
or the consummation of the transactions contemplated hereby or thereby, whether
such income tax consequences are intended or unintended, anticipated or
unanticipated, foreseen or unforeseen, and desired or undesired. As used in
this Paragraph 12.2, the term "income tax consequences" shall refer to any taxes
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imposed in accordance with the Internal Revenue Code of 1986, as amended, the
California Revenue & Taxation Code, as amended, and the taxing power and
authority of any other jurisdiction, foreign or domestic, against Buyer, the
REIT or any other partner(s) of Buyer, or the shareholders and partners of the
REIT and such other persons, and shall include specifically any taxes imposed
upon income arising from, relating to or in connection with the transfer of the
Property and any distributions required in connection therewith. Under no
circumstances shall Seller be responsible or liable for any consequential,
punitive or special damages, whether or not foreseeable, that may be suffered
by Buyer, the REIT or any other partner(s) of Buyer, or the shareholders and
partners of the REIT and such other partner(s), as a direct or indirect result
of such income tax consequences.
12.3 Buyer and the REIT jointly and severally agree to indemnify,
defend (with counsel acceptable to Seller) and save harmless Seller and its
affiliates and its and their officers, directors, shareholders, agents,
employees, attorneys, successors and assigns from and against any and all
damages, losses, liabilities, obligations, penalties, claims, demands,
judgments, suits, proceedings, expenditures, costs, disbursements or expenses
(including, without limitation, all costs of investigations, monitoring,
clean-up, remediation, removal, restoration, court costs and attorneys' and
experts' fees and expenses) of any kind or nature whatsoever (collectively, the
"Indemnified Matters") which may, at any time or from time to time, be imposed
upon, incurred by or asserted or awarded against Seller or any such person, by
reason of, or arising from or out of:
(i) the presence of any Hazardous Materials at, on,
in, above, under or affecting all or any portion of the Property, without regard
to the source or origin of such discharge or the ownership of the Property at
the time of the violation or presence of such Hazardous Materials;
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(ii) the discharge of any Hazardous Materials from
the Property into or onto any lands, surface waters, ground waters or air space
adjacent to or in the vicinity of the Property;
(iii) the violation of any Hazardous Materials Law at,
on, in, above, under or affecting all or any portion of the Property; and
(iv) Seller's enforcement (or attempted enforcement)
of any of the provisions of this indemnity or the assertion by any of the
Indemnitors of any defense to their obligations hereunder;
provided, that Indemnified Matters shall not include any liabilities caused by
Seller's gross negligence or willful misconduct during its ownership of the
Property.
As used herein, the following terms shall have the following
meanings:
"Governmental Authority" means the United States of America, any
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State thereof, any political subdivision of either of them, any agency,
department, commission, court, board, bureau or instrumentality of any of them,
or any quasi-public agency established by any of the foregoing, including,
without limitation, any insurance rating organization or board of fire
underwriters which exercises jurisdiction over the Property.
"Hazardous Materials" means any chemical, material or substance
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defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "regulated substances", "extremely hazardous
waste", "restricted hazardous waste", or "toxic substances" or words of similar
import under any applicable local, state or federal law as now or at any
time hereafter in effect or under the regulations adopted or publications
promulgated pursuant thereto, including, but not limited to, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended, 42
U.S.C. Sec. 9601, et seq.; the Hazardous Materials Transportation Act, as
amended, 49 U.S.C. Sec. 1801, et seq.; the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. Sec. 6901, et seq.; the Federal Water Pollution
Control Act, as amended, 33 U.S.C. Sec. 1251, et seq.; and all state and local
statutes of like import as now or at anytime hereafter in effect. Without
limiting the generality of the foregoing, the term "Hazardous Materials" shall
include, to the extent such materials are regulated by any Hazardous Materials
Law, (a) any oil, flammable substances, explosives, radioactive materials,
hazardous wastes, chemicals, or substances, or toxic wastes; (b) asbestos in any
form; (c) urea formaldehyde foam insulation; (d) lead, in paint or drinking
water; (e) transformers and other equipment which contain polychlorinated
biphenyls; (f) radon gas; and (g) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any Governmental
Authority or which poses a hazard to the health or safety of the occupants of
the Property or the owners and/or occupants of property adjacent to or
surrounding the Property.
"Hazardous Materials Law" means any federal, state or local law,
-----------------------
rule, ordinance, regulation, permit, order, decision, or policy as now or at any
time hereafter in effect relating to any Hazardous Materials (including, without
limitation, the use, generation,
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<PAGE>
treatment, handling, transportation, production, disposal, discharge, removal,
remediation or storage thereof).
12.4 With respect to each of the releases set forth in this
Agreement, Buyer and the REIT each waive the provisions of Section 1542 of the
California Civil Code which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
12.5 The provisions of Paragraph 12.0 hereof shall survive the
--------------
Closing Date and the closing of the transactions contemplated hereby, including,
without limitation, the execution, delivery and recordation of the Grant Deed.
13.0 Assignment.
----------
Buyer may not voluntarily or involuntarily assign its rights under
this Agreement without Seller's prior written consent, which consent may be
withheld in Seller's sole discretion. Any assignment without Seller's consent
shall be null and void, and shall constitute a default under this Agreement. In
the event Seller approves any assignment, the assignee shall assume all rights
and obligations of Buyer under this Agreement in writing, and Buyer shall not be
relieved of its obligations hereunder. Subject to the provisions hereof, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their heirs, estates, successors and assigns.
14.0 Broker's Commission.
-------------------
Buyer and Seller each represent to the other that neither has had any
dealings with any person, firm, broker or finder in connection with the
negotiation of this Agreement and/or the consummation of the purchase and sale
contemplated hereby, and no broker or other person, firm or entity is entitled
to any commission or finder's fee in connection with this transaction. Buyer
and Seller do each hereby indemnify, defend and hold the other harmless from and
against any costs, expenses or liability for compensation, commissions or
charges that may be claimed by any broker, finder or other similar party, by
reason of any dealings or actions of the indemnifying party.
15.0 Entire Agreement.
----------------
This Agreement and the exhibits attached hereto constitute the
complete agreement of the parties with respect to the subject matter referred to
herein and supersede all prior or contemporaneous negotiations, promises,
covenants, agreements or representations of every nature whatsoever with
respect thereto, all of which have become merged and finally integrated into
this Agreement and, to the extent not included herein, and hereby released,
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<PAGE>
waived and relinquished. Each of the parties understands that in the event of
any subsequent litigation, controversy or dispute concerning any of the terms,
conditions or provisions of this Agreement, no party shall be permitted to offer
or introduce any evidence concerning any other oral or written promises or
agreements between the parties relating to the subject matter of this Agreement
not included herein. This Agreement cannot be amended, modified or supplemented
except by a written document signed by all parties hereto.
16.0 Savings Clause.
--------------
In the event any of the terms, conditions or covenants contained in
this Agreement shall be held to be invalid, then any such invalidity shall not
affect any other term, condition or covenant contained herein (or therein), and
any such term, condition or covenant shall remain in full force and effect.
17.0 Attorneys' Fees.
---------------
If any party files an action to enforce or construe the provisions of
this Agreement, then, as between Buyer and Seller, the prevailing party shall be
entitled to recover from the other all of its costs and reasonable attorneys'
fees, including in connection with any appeal, in any bankruptcy case or
proceeding, or the enforcement of any judgment.
18.0 Additional Assurances.
---------------------
Buyer and Seller agree to execute all other documents and instruments
and to take all other action, including deposit of funds, in addition to such
funds as may be specifically provided herein, as may be required in order to
consummate the purchase and sale herein contemplated, and shall use their best
efforts to accomplish the purchase and sale herein contemplated in accordance
with the provisions hereof.
19.0 No Waiver.
---------
The waiver by either party of the performance of any covenant,
condition or promise shall not invalidate this Agreement, nor shall it be
construed as a waiver of any other covenant, condition or promise herein. The
waiver by either party of the time for performing any act shall not constitute a
waiver of the time for performing any other act or any incidental act required
to be performed at a later time. The delay or forbearance by either party in
exercising any remedy or right, the time for the exercise of which is not
specifically and expressly limited or specified in this Agreement, shall not be
considered a waiver of, or an estoppel against, the later exercise of any such
remedy or right.
20.0 Miscellaneous.
-------------
20.1 Gender and Person. Whenever the context of this Agreement so
-----------------
requires, the neuter shall include the masculine and the feminine; the masculine
shall include the neuter and the feminine; the feminine shall include the neuter
and the masculine; the singular shall include the plural; and the plural shall
include the singular. If this Agreement is now or hereafter executed by more
than one party or person, it shall be the joint and several
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<PAGE>
obligation of such parties or persons. The meaning of the term "Property" shall
include, without limitation, "or any part thereof". The meaning of the term
"REIT" shall include "and each of them".
20.2 Notices. All notices, requests and demands required to be given
hereunder shall be in writing and shall be personally delivered or sent by
courier, by overnight mail, by registered or certified mail, postage prepaid or
by prepaid telex, telecopy or telegram and shall be deemed to be given on the
day such writing is received by the intended recipient thereof. Unless
otherwise specified in writing, notices, demands, instructions and other written
communications shall be made upon each party at its address indicated below:
To Seller: Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-00001
Attention: Corporate Trust Administration,
Mr. David A. Varaskey, Jr.
With a copy to: Nomura Asset Capital Corporation
2 World Financial Center
Building B
New York, New York 10281-1198
Attention: Ms. Sheryl McAfee and
Mr. Barry Funt
With a copy to: Michael A Santoro, Esq.
Cadwalader, Wickersham & Taft
660 South Figueroa Street, Suite 2300
Los Angeles, California 90017
Telephone: (213) 955-4767
Facsimile: (213) 955-4666
To Buyer: G&L Medical Partnership, L.P.
439 North Bedford Drive
Beverly Hills, California 90210
Attention: Mr. Gary Grabel
With a copy to: Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
Attention: Jeff Hudson, Esq.
20.3 Exhibits. All exhibits attached hereto are incorporated into
--------
this Agreement and made a part hereof.
20.4 Time Of Essence. Time is of the essence in the performance of
---------------
the obligations hereunder and the Close of Escrow.
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<PAGE>
20.5 Survival Of Agreements. All covenants, representations,
----------------------
warranties and agreements contained in this Agreement shall survive the Close of
Escrow, the termination of escrow in accordance with the terms hereof, the
delivery of documents and any performance on account of the obligations set
forth herein.
20.6 No Recording. The parties hereto agree that neither this
------------
Agreement nor any memorandum or notice hereof shall be recorded. Buyer and
Seller further agree that the recording of this Agreement, or of any memorandum
or notice thereof, by or at the insistence of Buyer without Seller's prior
written consent, shall constitute, at Seller's election, a default by Buyer
hereunder. Upon Seller's giving notice of such default to Buyer, this Agreement
shall terminate and be of no further force or effect. The recording of such
notice shall be deemed sufficient and adequate notice to third parties that this
Agreement is void and of no further force or effect.
20.7 Paragraph Headings. The headings preceding each of the above
------------------
paragraphs are for convenience only and shall not be considered in the
construction or interpretation of this Agreement.
20.8 Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
20.9 Interpretation. Buyer and Seller, and their respective
--------------
counsel, have read and reviewed this Agreement and all have participated and
cooperated in the drafting and preparation hereof. Hence, Buyer and Seller
agree that any rule of construction, to the effect that ambiguities are to be
resolved against the drafting party, shall not apply to the interpretation of
this Agreement.
20.10 Governing Law. This Agreement and the instruments referenced
-------------
herein shall be construed in accordance with and governed by the laws of the
State of California, without regard to California principles of conflicts of
laws. THE PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A JURY TRIAL FOR ANY
CONTROVERSY ARISING OUT OF THIS AGREEMENT, THE PROPERTY AND THE LOAN AGREEMENT.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.
SELLER:
LOAN ASSET STRUCTURED TRUST I,
a Delaware trust
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as owner trustee
By: /s/ John M. Burke
--------------------------
Name:
---------------------
Title:
--------------------
BUYER:
G&L MEDICAL PARTNERSHIP, L.P.,
a Delaware limited partnership
By: G&L Medical, Inc.
a Delaware corporation,
its general partner
By: /s/ Gary Grabel
--------------------------
Gary Grabel
Executive Vice President
The undersigned have executed this Agreement solely for the purpose of agreeing
to the provisions of Paragraph 11.
------------
REIT:
G&L REALTY CORP.,
a Maryland corporation
By: /s/ Gary Grabel
-----------------------------
Gary Grabel
Senior Vice President
G&L REALTY PARTNERSHIP, L.P.,
a Delaware limited partnership
By: G&L Realty Corp.,
a Maryland corporation,
its general partner
By: /s/ Gary Grabel
----------------------------
Gary Grabel
Senior Vice President
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<PAGE>
SCHEDULE OF EXHIBITS
--------------------
Exhibit "A" - Form of Grant Deed
Exhibit "B" - Legal Description of the Real Property
Exhibit "C" - Form of Bill of Sale
Exhibit "D" - Form of Assignment of Leases
Exhibit "E" - Form of Assignment of Service Contracts
Exhibit "F" - Form of Assignment of Contracts, Guaranties, Warranties, and
Permits
<PAGE>
EXHIBIT A
FORM OF GRANT DEED
A-1
<PAGE>
EXHIBIT B
LEGAL DESCRIPTION OF THE REAL PROPERTY
B-1
<PAGE>
EXHIBIT C
FORM OF BILL OF SALE
C-1
<PAGE>
EXHIBIT D
FORM OF ASSIGNMENT OF LEASES
D-1
<PAGE>
EXHIBIT E
FORM OF ASSIGNMENT OF SERVICE CONTRACTS
E-1
<PAGE>
EXHIBIT F
FORM OF ASSIGNMENT OF CONTRACTS, GUARANTIES, WARRANTIES, AND PERMITS
F-1
<PAGE>
EXHIBIT 10.37
RECORDING REQUESTED BY
AND WHEN REQUIRED RETURN TO:
Cadwalader, Wickersham & Taft
660 South Figueroa, Suite 2300
Los Angeles, California 90017
Attn: Michael A. Santoro, Esq.
MAIL TAX STATEMENTS TO:
G&L Medical Partnership, L.P.
439 North Bedford Drive
Beverly Hills, California 90210
Attn: Accounting Department
- -------------------------------------------------------------------------------
(Space Above This Line For Use By Recorder)
GRANT DEED
----------
The undersigned Grantor declares that documentary transfer tax is not
shown pursuant to Section 11932 of the Revenue and Taxation Code, as amended.
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, LOAN ASSET STRUCTURED TRUST I, a Delaware trust
("Grantor"), hereby grants to G&L MEDICAL PARTNERSHIP, L.P., a Delaware limited
partnership ("Grantee"), Grantor's interest in that certain real property
located in the County of Los Angeles, State of California, more particularly
described in Exhibit A attached hereto together with all improvements, and
---------
fixtures thereon and all easements and other rights appurtenant thereto (the
"Land").
THE LAND IS CONVEYED TO GRANTEE SUBJECT TO: (a) all presently existing
and future liens against the Land for unpaid real estate taxes (and supplemental
taxes), assessments, bonds and water and sewer charges which have been prorated
as of the date hereof; (b) all present and future zoning, building,
environmental and other laws, ordinances, codes and regulations of any
governmental agency having jurisdiction; (c) covenants, conditions,
restrictions, easements and other matters of record as of the date of
recordation hereof; (d) such facts as an accurate, current survey of the Land
and a personal inspection thereof would disclose and all facts and matters
otherwise known to Grantee; and (e) the interests of tenants in possession or
otherwise disclosed in any rent roll provided to Grantee.
<PAGE>
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of August 29,
1996.
"Grantor"
LOAN ASSET STRUCTURED TRUST I,
a Delaware trust
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as owner trustee
By: /s/ John M. Burke
---------------------------
Name: John M. Burke
-------------------------
Its: Attorney-in-Fact
--------------------------
<PAGE>
August 29, 1996
Los Angeles County Clerk/Recorder
Dear County Clerk/Recorder:
In accordance with Section 11932 of the Revenue and Taxation Code, the
undersigned hereby requests that this statement of documentary transfer tax not
be recorded with the attached Grant Deed (the "Deed") but be affixed to the Deed
after recordation and before return as directed on the Deed.
The Deed names G&L Medical Partnership, L.P., a Delaware limited
partnership, as grantee. The property that is the subject of the Deed is
located in the County of Los Angeles, State of California.
The amount of documentary transfer tax due on the attached Deed is
$18,826.50, computed on the full value of the property less any encumbrances
remaining on the property.
LOAN ASSET STRUCTURED TRUST I,
a Delaware trust
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as owner trustee
By: /s/ John M. Burke
---------------------------
Name: John M. Burke
-------------------------
Its: Attorney-in-Fact
--------------------------
<PAGE>
STATE OF ILLINOIS )
)SS:
COUNTY OF COOK )
On August 27, 1996, before me, Allyson Marie Taylor, a Notary Public in and
for said State, personally appeared John M. Burke, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Allyson Marie Taylor (SEAL)
- --------------------------
<PAGE>
EXHIBIT A
Legal Description
PARCEL 1:
LOT 5 IN BLOCK 19 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2:
LOTS 6, 7 AND 8 IN BLOCK 19 OF BEVERLY, IN THE CITY OF BEVERLY HILLS, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE 94 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT
PORTION OF LOT 9 IN SAID BLOCK 19, LYING NORTHWESTERLY OF THE FOLLOWING
DESCRIBED LINE:
BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF SAID LOT 9, THAT IS DISTANT
SOUTHEASTERLY THEREON 18.59 FEET FROM THE MOST NORTHERLY CORNER OF SAID LOT 9;
THENCE SOUTHWESTERLY PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 9, A
DISTANCE OF 17.60 FEET; THENCE SOUTHEASTERLY PARALLEL WITH THE NORTHEASTERLY
LINE OF SAID LOT 9, A DISTANCE OF 4.41 FEET; THENCE SOUTHWESTERLY PARALLEL WITH
THE NORTHWESTERLY LINE OF SAID LOT 9, A DISTANCE OF 58.68 FEET; THENCE
NORTHWESTERLY PARALLEL WITH THE NORTHEASTERLY LINE OF SAID LOT 9 TO A LINE
PARALLEL WITH THE NORTHWESTERLY LINE OF SAID LOT 9 AND WHICH PASSES THROUGH A
POINT IN THE SOUTHWESTERLY LINE OF SAID LOT 9 THAT IS DISTANT SOUTHEASTERLY
MEASURED ALONG SAID SOUTHWESTERLY LINE 10.50 FEET FROM THE MOST WESTERLY CORNER
OF SAID LOT 9; THENCE SOUTHWESTERLY ALONG SAID LAST MENTIONED PARALLEL LINE TO
THE SOUTHWESTERLY LINE OF SAID LOT 9.
PARCEL 3:
THAT PORTION OF LOT 9, IN BLOCK 19, IN THE CITY OF BEVERLY HILLS, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON THE MAP FILED IN BOOK 11 PAGE 94 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHERLY CORNER OF SAID LOT 9; THENCE ALONG THE
NORTHEASTERLY LINE OF SAID LOT 9, SOUTHEASTERLY 30.93 FEET; THENCE SOUTHWESTERLY
TO A POINT ON THE SOUTHWESTERLY LINE OF SAID LOT 9, DISTANT SOUTHEASTERLY
THEREON 30.55 FEET FROM THE MOST WESTERLY CORNER OF SAID LOT 9; THENCE
NORTHWESTERLY ALONG SAID SOUTHWESTERLY LINE 30.55 FEET TO SAID MOST WESTERLY
CORNER; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 9 TO THE POINT OF
BEGINNING.
EXCEPT THEREFROM THAT PORTION OF SAID LOT 9 INCLUDED WITHIN PARCEL 2 ABOVE.
PARCEL 4:
AN EXCLUSIVE EASEMENT IN AND UNDER THAT THREE (3) FEET WIDE PORTION OF THE 450
PROPERTY FOR THE PURPOSE OF ALLOWING THE LOCATION, CONSTRUCTION AND MAINTENANCE
OF AN UNDERGROUND PARKING GARAGE SERVICING THE 436 PROPERTY DESCRIBED AS
FOLLOWS:
THAT PORTION OF LOT 4 IN BLOCK 19 OF BEVERLY, IN THE CITY OF BEVERLY HILLS,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 11 PAGE
94 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS A
Page 1 of 2
<PAGE>
BEDFORD
WHOLE AS FOLLOWS:
BEGINNING AT THE MOST EASTERLY CORNER OF SAID LOT 4 BEING ALSO A POINT ON THE
WESTERLY LINE OF AN ALLEY, 20 FEET WIDE, AS SHOWN ON SAID MAP OF BEVERLY; THENCE
ALONG THE NORTHEASTERLY LINE OF SAID LOT 4, NORTH 39 DEGREES 31 MINUTES 48
SECONDS WEST 3.00 FEET TO THE INTERSECTION WITH A LINE THAT IS PARALLEL TO AND
3.00 FEET, MEASURED AT RIGHT ANGLES, NORTHWEST OF THE SOUTHEAST LINE OF SAID LOT
4; THENCE ALONG SAID PARALLEL LINE SOUTH 50 DEGREES 28 MINUTES 50 SECONDS WEST
152.11 FEET TO A POINT ON THE EASTERLY LINE OF BEDFORD DRIVE, 70.00 FEET WIDE,
AS SHOWN ON SAID MAP OF BEVERLY; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH
39 DEGREES 32 MINUTES 05 SECONDS EAST 3.00 FEET TO THE MOST SOUTHERLY CORNER OF
SAID LOT 4; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT 4,
NORTH 50 DEGREES 28 MINUTES 50 SECONDS EAST 152.11 FEET TO THE POINT OF
BEGINNING.
Page 2 of 2
