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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 1,1998
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TOWER PROPERTIES COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI
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(State of other jurisdiction of incorporation)
0-18261 43-1529759
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(Commission File Number) (IRS Employer Identification Number)
911 Main Street, Suite 100 Commerce Tower, Kansas City, Missouri 64105
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(Address of principal executive offices) (zip code)
(816) 421-8255
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(Registrant's telephone number, including area code)
EXHIBIT INDEX IS ON PAGE 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 1, 1998, the Registrant purchased the UMB Building, a
commercial office building located at 7911 Forsyth in Clayton, Missouri, from
Blackwood Properties Corporation ("Blackwood"), a New York corporation, for
$9,400,000 in cash. The transaction was an acquisition of the land and
building for a negotiated price. There is no material relationship between
Blackwood and the Registrant or any of its affiliates, any officer or
director of the Registrant, or any associate of any such officer or director.
The purchase price was financed utilizing the Registrant's $20,500,000
line of credit from Commerce Bank of Kansas City, N.A. and approximately
$4,000,000 of tax-free exchange proceeds from recently completed land sales.
The loan bears interest at a rate equal to the bid Federal Funds Rate plus
1--%, as adjusted from time-to-time, and is secured by a mortgage on the
Commerce Tower and shares of Commerce Bank stock which are owned by the
Registrant. The Registrant is negotiating non-recourse long-term financing
of 75% of the purchase price with various lenders. At this time the
Registrant is expecting the financing to carry a rate of approximately 7%.
The UMB Building is a six story, 59,982 square foot commercial office
building. The building is currently fully leased with four accredited
tenants. The Drug Enforcement Agency occupies 62% of the building. The
Registrant has entered into a management agreement with Greystone Partners,
Inc. of Clayton, Missouri to do the on-site property management. The
Registrant will do all accounting management of the property.
The above-described acquisition transaction also included acquisition
of rights to use a $6,400,000 Industrial Revenue Bond Issue (floating rate
based on TENR) that the Registrant has reissued for use in other projects.
The bond issue is secured by a Commerce Bank letter of credit which is in
turn secured by the Registrant's $20,500,000 line of credit. The Bond Issue
expires January, 2009.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
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It is impracticable at the time of filing this report on Form 8-K
to furnish any of the required financial statements. The required
financial statements will be filed as soon as practicable, but not later
than 60 days after this report on Form 8-K must be filed.
(b) Exhibits
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Pursuant to Item 601 of Regulation S-K, the Purchase Contract
covering the purchase of the UMB office building by the Registrant is
attached as Exhibit A to this report.
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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.
TOWER PROPERTIES COMPANY
Date: December 15, 1998 By: /s/ Robert C. Harvey, III
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Robert C. Harvey, III
CFO & Vice President
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<TABLE>
EXHIBIT INDEX
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<CAPTION>
Number Description Page
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<C> <S> <C>
(2) Exhibit A - Real Estate Purchase Contract dated
October 26, 1998 Between Blackwood Properties
Corporation and Tower Properties Company 5
</TABLE>
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PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered
into as of this 26th day of October 1998 (the "Effective Date"), by and
between Blackwood Properties Corporation, a corporation organized and
existing under the laws of the State of New York ("Seller"), and Tower
Properties Company, a corporation organized and existing under the laws of
the State of Missouri ("Buyer");
RECITALS
A. Seller is the owner of a parcel of real estate located at
7911 Forsyth Boulevard, Clayton, Missouri 63105, as described on Exhibit A
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attached hereto (the "Land"), together with the building located thereon,
commonly known as the United Missouri Bank building (the "Building"), all
additional fixtures, equipment and improvements attached to the Building or
the Land, excluding removable trade fixtures and equipment owned by tenants
(the "Additional Improvements"). The Land, the Building and the Additional
Improvements are hereinafter collectively referred to as the "Property."
B. Seller is the landlord under each of the leases affecting
the Real Property, which leases are more particularly described in the rent
roll attached hereto as Exhibit B and incorporated herein by reference (the
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"Leases").
C. Seller is obligee under certain management, service, supply
and maintenance agreements affecting the Real Property, which agreements are
more particularly described in Exhibit C attached hereto and incorporated
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herein by reference (the "Contracts").
D. Buyer desires to buy and Seller desires to sell the
Property, on the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants of the parties hereinafter expressed, it is hereby agreed as
follows:
ARTICLE I
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PURCHASE AND SALE
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1.1 Agreement to Sell, Purchase and Lease. In accordance with
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and subject to the terms and conditions hereof, on the date of Closing (as
hereinafter defined), Seller agrees to sell to Buyer, and Buyer agrees to
purchase from Seller, the Property.
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1.2 Purchase Price. The gross purchase price to be paid to
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Seller for the Property (the "Purchase Price") shall be Nine Million Four
Hundred Thousand Dollars ($9,400,000) (the "Purchase Price"), payable as
follows:
(a) Not later than three (3) business days after Seller's
acceptance of this Agreement, Buyer shall deposit a sum equal to five percent
of the Purchase Price into an escrow account maintained by Old Republic Title
Company, Clayton, Missouri 63105 (the "Title Company"). The Title Company
shall hold and disburse the deposit, together with accrued interest, in
accordance with the terms of this Agreement.
(b) On or before the Closing Date, Buyer shall purchase or
cause to be purchased from Bankers Trust Company, the outstanding principal
amount of The Industrial Development Authority of the City of Clayton,
Missouri, Industrial Revenue Refunding Bonds, Series 1989 (Bailey Court
Project) (the "Bonds"), at a purchase price equal to the principal amount of
the Bonds plus interest accrued thereon to the Closing Date, and on the
Closing Date, Buyer shall assume the obligations of the Borrower under the
Bond documents, including the obligation of the Borrower to pay the Bonds.
In connection with the assumption of the Bond obligations, the Buyer shall
covenant to take no action that will cause the interest on the Bonds to be
included in the federal gross income of any past holder of the Bonds.
(c) Provided Closing occurs on or before December 1, 1998 in
accordance with Section 1.5(b) hereof, then Buyer shall receive a credit at
Closing in the amount of $47,000.00. (Said credit shall be due Buyer if
Closing is scheduled to occur on or before December 1, 1998 in accordance
with Section 1.5(b) hereof but occurs after such date as a result of delays
caused by Seller.)
(d) The Purchase Price, less the purchase price of the Bonds
under Section 1.2(b) above and the $47,000 credit under Section 1.2(c) above,
if applicable, shall be paid by Buyer at Closing, subject to credit for the
deposit under subsection (a) above and subject to further adjustment as
hereinafter provided and to all the terms and conditions herein contained, by
wire transfer of immediately available U.S. funds to the account of the Title
Company, for disbursement by the Title Company in accordance with the Closing
Statement executed by the parties.
1.3 Adjustments. The following items shall be credited and
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adjusted, and the resulting calculation shall be an adjustment to the
Purchase Price payable at Closing pursuant to Section 1.2 hereof (where
appropriate, such adjustments shall be made on the basis of a year of 12
months, 30 days to the month), or if such adjustments or prorations shall not
be finally determinable at Closing, then adjustments or prorations (and
corresponding payments) between the parties shall be made at Closing based on
the good faith estimates of the parties and, except as otherwise expressly
specified below in this Section 1.3, further reconciliation and payment shall
be made as soon as precise figures become available for computation of the
same. For purposes
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of calculating the adjustments and prorations, except as otherwise expressly
specified below in this Section 1.3, Buyer shall be deemed to hold title to and
to be in possession of the Property and, therefore, in receipt of the income and
avails of the Property and responsible for the expenses thereof for the entire
day upon which the Closing occurs, and the adjustments and prorations for income
and expenses shall be based on the actual number of days involved in the
relevant period.
(a) General property taxes (state, county, municipal,
school, fire district, and other local real estate taxes and personal
property taxes) for calendar year 1998 up to the date of Closing (based
upon the latest available tax bills and assessment information for the
preceding tax fiscal year) shall be charged to Seller; and Buyer shall
assume all liability for such current taxes subsequent to Closing and
for future tax years.
(b) Special taxes or assessments, if any, upon the
Property assessed or becoming a lien prior to the date of Closing,
including deferred payments or installment payments therefor payable
after the date of Closing (all of which shall be deemed due and payable
in full as of Closing), said taxes and installments to be prorated at
Closing.
(c) Except for charges for utilities metered or charged
directly to, and payable directly by, tenants of the Property, fuel,
electricity, water, sewer, gas, telephone and other utility charges
(based upon meter readings on the day prior to the date of Closing,
wherever possible) accruing prior to the date of Closing shall be
charged to Seller; and Buyer shall assume all liability for such
utility payments (except such metered utility charges which Seller
shall cause to be read on the day prior to the date of Closing and
billed to Seller, which Seller shall agree to pay and discharge after
Closing). Buyer shall be charged with any prepaid charges (as to the
portion of such charges attributable to the period on and after the
date of Closing) and assigned deposits, and Seller shall be charged
with any accrued but unpaid, past due or delinquent charges (as to the
portion of such charges attributable to the period prior to the date of
Closing).
(d) Seller's insurance policies on the Property shall not
be assumed by Buyer, but shall be canceled effective as of the transfer
of possession of the Property (pursuant to Section 1.4 hereof) on the
date of Closing.
(e) Amounts accrued prior to the date of Closing but
unpaid, past due and/or delinquent as of Closing under the Contracts
assumed by Buyer shall be charged to Seller. Seller shall collect any
unpaid amounts with the full cooperation of Buyer. Any amounts prepaid
by Seller under such Contracts and attributable to the period on and
after the date of Closing and deposits, if any, under such Contracts
being assigned to Buyer shall be charged to Buyer.
(f) Security deposits (the full amount thereof, if any,
being retained by Seller), and prepaid rentals (including, but not
limited to, rentals payable in respect of the
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month during which Closing shall occur for the portion of the month
subsequent to Closing), common area maintenance (CAM) charges, tax
charges, and all other incidental expenses and charges paid by tenants
under the Leases or otherwise relating to the leasing and operation of
the Property shall be charged to Seller (as to the portion of such prepaid
rentals, charges and expenses attributable to the period subsequent to
Closing) as a credit against the Purchase Price. Buyer shall be charged
with and Seller shall receive credit for all rent and additional rent
accruing prior to the date of Closing, including rent and additional
rent payable in arrears and unpaid as of the date of Closing or payable
in advance but unpaid as of the date of Closing, and Buyer shall assume
responsibility for collecting same after Closing.
In addition, certain costs incidental hereto and to the
transactions contemplated hereby shall be borne such that at (or prior to)
Closing, Buyer shall pay all survey costs, all recording fees, all title
commitment and title insurance premiums, all costs of Buyer's due diligence,
and all costs and charges associated with Buyer's assumption and/or purchase
of the Bonds. At (or prior to) Closing, Buyer shall also pay one-half the
escrow and closing fees, if any, charged by the Title Company, and Seller
shall pay the remaining one-half. At Closing, Buyer shall pay the recording
charges attributable to the recordation of the Special Warranty Deed and the
recording or filing of any documents of assumption in connection with Buyer's
assumption of the Obligations and/or purchase of the Bonds, and Seller shall
pay the recording charges for the recordation and filing of all deed of trust
releases and UCC termination statements, if any. Except as expressly
provided in this Section 1.3 or as expressly provided elsewhere in this
Agreement, Buyer and Seller shall pay their own respective costs and
expenses, including attorneys' fees, incidental to this Agreement and the
transactions contemplated hereby.
The covenants and agreements contained in this Section 1.3 with
respect to adjustments and prorations, assumptions of liabilities,
post-closing payments and remittances, and closing costs shall survive
Closing.
1.4 Possession. Buyer shall have possession of the Property,
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subject to the Leases, upon Closing.
1.5 Closing. The closing (herein referred to as the "Closing")
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of the transactions contemplated hereby shall occur at 10:00 a.m. on either
of the following dates (or on such earlier date as the parties may agree):
(a) December 15, 1998, provided Buyer has terminated the Due Diligence Period
and satisfied or waived all Closing conditions pursuant thereto on or before
November 25, 1998, or (b) December 1, 1998, provided Buyer has terminated the
Due Diligence Period and satisfied or waived all Closing conditions pursuant
thereto on or before November 16, 1998. Closing shall take place at the
offices of the Title Company or such other location as the parties may agree.
Buyer's obligation to close the purchase of the Property shall be subject to
Buyer's satisfaction or waiver of each of the conditions to Closing set forth
in Sections 4.1.
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1.6 Documents at Closing.
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(a) On the date of Closing, Seller shall execute and
deliver or cause to be executed and delivered to the Title Company, to
be held in escrow and delivered to Buyer at Closing, the following
documents:
(i) A certificate signed by Seller, to which are
attached updated schedule of the Leases in the form of an updated
Rent Roll and the Contracts assumed by Buyer, certifying that the
same, as updated as of Closing to reflect changes since the date
of this Agreement, are complete, true and correct.
(ii) Special Warranty Deed, transferring and
conveying to Buyer title to the Real Property, subject to the
lien of general real estate taxes for the current tax fiscal year
(to the extent not yet delinquent) and thereafter, the lien of
special assessments becoming a lien or payable after the date of
this Agreement, the Leases and those other exceptions approved by
Buyer pursuant to Section 4.1(a) hereof, which Special Warranty
Deed shall be in the form of Exhibit D attached hereto and
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incorporated herein by reference.
(iii) An affidavit from Seller affirming that Seller
is not a foreign person under the Foreign Investment in Real
Property Tax Act of 1980, as amended, and that no taxes or
withholding shall be assessed or applied to Buyer in connection
with the Closing and the transactions contemplated hereby.
(iv) A certificate signed by Seller certifying to
the best of Seller's knowledge that the information contained in
the estoppel forms not provided by any tenant under a Lease is
true, accurate and complete, as of the date of Closing.
(v) A certificate of corporate good standing,
resolutions authorizing the purchase and sale of the Property, as
required by the Title Company, and the standard-form
owner's/seller's affidavit and indemnity against mechanics liens
and against parties in possession other than tenants (and
subtenants) under the Leases as may be required by the Title
Company, in form reasonably satisfactory to Seller, in order to
issue the owner's policy of title insurance as specified in
Section 4.1(b) hereof.
(b) On (or prior to) the date of Closing, Seller shall
deliver or cause to be delivered to Buyer, or made available to Buyer
at the Property Manager's office, the following:
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(i) Books and records pertaining to operation and
management of the Property (or duplicate copies thereof) in the
possession or control of the Property Manager.
(ii) To the extent in the possession or control of
the Property Manager, plans, specifications, and engineering
and/or architectural drawings of the improvements and systems of
the Property or any part of the Property (or duplicate copies
thereof).
(iii) Leases affecting the Property as of Closing,
together with tenant correspondence relating to the Leases (or
duplicate copies thereof).
(iv) Contracts affecting the Property as of Closing
and assumed by Buyer.
(v) Evidence of termination of the Management
Contract affecting the Property, executed by the parties thereto,
accompanied by evidence of waiver of any lien rights or claims
thereunder by the Property Manager.
The items described in Section (b)(i) through (iv) above
are sometimes hereinafter referred to as the "Property Documents."
Seller shall cause all Property Documents to be made available to for
Buyer's review and inspection not later than five (5) business days
after the execution and delivery of this Agreement.
(c) On the date of Closing, Buyer and Seller shall
execute and deliver to the Title Company, to be held in escrow
delivered to the other party at Closing, counterpart originals of the
following:
(i) Bill of Sale and Assignment, transferring and
conveying to Buyer the interest of Seller in and to any personal
property owned by Seller and used in connection with the
operation of the Property, which Bill of Sale and Assignment
shall be in the form of Exhibit E attached hereto and
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incorporated herein by reference.
(ii) Assignment and Assumption of Tenant Leases,
transferring and conveying to Buyer the interest of Seller in and
to the Leases, which Assignment and Assumption of Tenant Leases
shall be in the form of Exhibit F attached hereto and
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incorporated herein by reference.
(iii) Assignment and Assumption of Contracts,
transferring and conveying to Buyer the interest of Seller in and
to the Contracts to be assumed by Buyer, which Assignment and
Assumption of Contracts shall be in the form of Exhibit G
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attached hereto and incorporated herein by reference.
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(iv) Closing Statement setting forth the Purchase
Price and adjustments and prorations to be made hereunder as of
the date of Closing pursuant to the terms of Section 1.3 hereof
(and containing such information as may be required by Section
1.3).
(v) Notice letters to the tenants under the Leases
still outstanding as of Closing, indicating the consummation of
the transactions contemplated by this Agreement, and instructing
such tenants that all future payments under the Leases shall be
made to Buyer.
(d) On the date of Closing, Buyer shall execute and
deliver to Seller and Bankers Trust Company a Closing certificate
containing the covenant described in Section 1.2(b) hereof.
ARTICLE II
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REPRESENTATIONS AND WARRANTIES OF SELLER
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Seller makes the following representations and warranties as of
the date of this Agreement. The representations and warranties set forth in
this Article II shall survive the Closing of the transactions contemplated
hereby for a period of six (6) months.
2.1. Authority of seller. With respect to Seller and its
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business, Seller represents and warrants that:
(a) Seller is a corporation duly organized and validly
existing under the laws of the State of New York and in good standing under
the laws of the State of Missouri.
(b) Seller has all necessary power and authority to own,
use and transfer the Property, and has full power and authority to enter into
this Agreement, to execute and deliver the documents required of Seller
herein, and to perform its obligations hereunder.
(c) Seller is duly authorized to execute and deliver and
perform this Agreement and all documents and instruments and transactions
contemplated hereby or incidental hereto and this Agreement has been, and all
documents to be executed and delivered by Seller hereunder when executed and
delivered will have been, duly executed and delivered by Seller and
constitute the legal, valid and binding obligation of Seller.
(d) The execution and delivery of this Agreement and the
other documents to be executed and delivered by Seller and the performance by
Seller of its obligations hereunder and thereunder do not require any consent
or approval of any public or private authority which has not already been
obtained, and will not result in the violation of, or conflict with, any
material agreement to which Seller is a party or by which Seller is bound.
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2.2 Leases. The copy of the Rent Roll attached hereto as
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Exhibit B is true, accurate and complete in all material respects. No
notices of material default sent to any tenant under the Leases are
outstanding except as noted on the Rent Roll attached hereto as Exhibit B.
Seller has the sole right to collect the rents under the Leases, and neither
such right nor any of the Leases is presently assigned, pledged, hypothecated
or otherwise encumbered by Seller such that the assignment or encumbrance
will not be discharged as of the Closing).
2.3 Litigation. Seller is not a party to any pending
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litigation affecting the Property or any portion thereof in any material
respect, including, without limitation, any Leases or Contracts.
2.4 Notice of Condemnation. Seller has not received any
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written notice of any pending condemnation proceedings affecting the Property
or any portion thereof.
2.5 Notice of Violation of Laws. Seller has not received any
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written notice from any governmental agency with respect to any actual or
alleged violation of any building code, zoning regulation or environmental
laws on the Property or any portion thereof.
2.6 FIRPTA. Seller is not a "foreign person" within the
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meaning of Sections 1445(f)(3) of the Internal Revenue Code of 1986, as
amended.
2.7 Commissions. With the exception of Greystone Partners,
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Seller has dealt with no broker, finder or other person in connection with
the offering, sale or negotiation of the sale of the Property in any manner
that might give rise to any claim for commission against Buyer or any lien
against the Property. Seller agrees to pay any and all commissions due
Greystone Partners in connection with the sale of the Property.
2.8 AS-IS SALE. THE PROPERTY IS BEING SOLD IN "AS IS"
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CONDITION, AND WITH ALL FAULTS. SELLER MAKES NO REPRESENTATION OR WARRANTY
REGARDING THE CONDITION OF THE PROPERTY, THE SUITABILITY OF THE PROPERTY FOR
BUYER'S INTENDED USES OR THE COMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE
LAW, REGULATION OR ORDINANCE. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
OTHER THAN SUCH AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN ANY
CLOSING CERTIFICATE PROVIDED BY SELLER. ALL REPRESENTATIONS AND WARRANTIES
MADE BY SELLER HEREIN AND IN ANY CLOSING CERTIFICATE PROVIDED BY SELLER ARE
MADE TO THE BEST KNOWLEDGE OF GREGORY D. SPOSITO, AND WITHOUT THE BENEFIT OF
ANY INDEPENDENT INVESTIGATION, INSPECTION, EVALUATION OR INQUIRY HAVING BEEN
CONDUCTED BY HIM OR ANY OTHER EMPLOYEE, AGENT, CONTRACTOR OR CONSULTANT OF OR
TO SELLER. KNOWLEDGE OF SELLER'S EMPLOYEES, AGENTS, CONTRACTORS AND
CONSULTANTS SHALL NOT BE IMPUTED TO SELLER OR TO GREGORY D. SPOSITO. EXCEPT
AS EXPRESSLY SET FORTH HEREIN OR IN ANY CLOSING CERTIFICATE PROVIDED BY
SELLER, SELLER MAKES NO REPRESENTATION OR WARRANTY AND DISCLAIMS ALL
RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING
THE PROPERTY PROVIDED TO OR REVIEWED BY BUYER.
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2.9 Seller shall cause Bankers Trust Company to sell the Bonds
to Buyer or Buyer's designee as contemplated in and subject to the
requirements of Section 1.2 hereof.
ARTICLE III
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REPRESENTATIONS AND WARRANTIES OF BUYER
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In order to induce Seller to sell the Property, Buyer makes the
following representations and warranties as of the date of this Agreement.
The representations and warranties set forth in this Article III shall
survive the Closing of the transactions contemplated hereby for a period of
six (6) months.
3.1 Authority of Buyer. With respect to Buyer and its
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business, Buyer represents and warrants that:
(a) Buyer is a corporation, organized, validly existing
and in good standing under the laws of the State of Missouri.
(b) Buyer has all necessary power and authority to own
and use its properties and to transact the business in which it is
engaged, and has full power and authority to enter into this Agreement,
to execute and deliver the documents and instruments required of Buyer
herein, and to perform its obligations hereunder.
(c) Buyer is duly authorized to execute and deliver and
perform this Agreement and all documents and instruments and
transactions contemplated hereby or incidental hereto and, with such
approval, this Agreement, and all documents to be executed and
delivered by Buyer hereunder when executed and delivered will have
been, duly executed and delivered by Buyer and will constitute the
legal, valid and binding obligation of Buyer.
(d) The execution and delivery of this Agreement and the
other documents to be executed and delivered by Buyer and the
performance by Buyer of its obligations hereunder and thereunder do not
require any consent or approval of any public or private authority
which has not already been obtained, and will not result in the
violation of, or conflict with, any material agreement to which Buyer
is a party or by which Buyer is bound.
3.2 Commissions. Buyer has dealt with no broker, finder or any
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other person in connection with the purchase of or the negotiation of the
purchase of the Property that might give rise to any claim for commission
against Seller other than Greystone Partners.
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3.3. AS IS SALE. BUYER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY
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SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING CERTIFICATE PROVIDED BY SELLER,
SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDITION OR
SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USES, OR OTHERWISE, OR THE
COMPLIANCE OF THE PROPERTY WITH ANY APPLICABLE LAW, REGULATION OR ORDINANCE.
BUYER CONFIRMS THAT BUYER IS AN EXPERIENCED AND SOPHISTICATED OWNER OF
COMMERCIAL REAL ESTATE, IS BEING PROVIDED AMPLE OPPORTUNITY TO INSPECT, TEST,
INVESTIGATE AND EVALUATE ALL MATTERS OF CONCERN TO BUYER IN CONNECTION WITH
THE PROPERTY, AND IS RELYING SOLELY ON ITS OWN INSPECTIONS, TESTS,
INVESTIGATIONS AND EVALUATIONS IN MAKING SUCH DETERMINATIONS.
ARTICLE IV
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CONDITIONS TO THE BUYER'S OBLIGATIONS
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4.1 Conditions. The obligations of Buyer to consummate the
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transactions provided for in this Agreement shall be subject to the
satisfaction of each of the following conditions (subject to the right of
Buyer to waive any one or more of such conditions) on or before the date
specified in each case for such satisfaction:
(a) On or before November 25, 1998, Buyer shall have obtained
and approved, as satisfactory to Buyer in its sole discretion, such
title reports, surveys, inspection reports and other evaluations of the
Property as may be conducted or performed by Buyer, the Property
Documents delivered by Seller pursuant to Section 1.6(b) and any other
information obtained by or provided to Buyer. Buyer's due diligence
shall further cover all matters regarding the suitability of the
Property and compliance of the Property with applicable laws,
regulations and ordinances. The period established for Buyer's due
diligence, ending not later than November 25, 1998, is hereinafter
referred to as the "Due Diligence Period." Buyer shall promptly
provide Seller with copies of every title commitment, survey, report,
test or evaluation received by Buyer in connection with Buyer's due
diligence conducted in respect of the Property.
(b) Buyer shall be able to obtain at Closing, upon payment of
the premium and costs therefor, an owner's policy of title insurance
from the Title Company in the amount of the Purchase Price, insuring
the title in and to the Property in accordance with the commitment for
an owner's policy of title insurance to be obtained by Buyer pursuant
to subsection (a) of this Section 4.1, with exception only for
easements, covenants, restrictions and conditions of record approved by
Buyer during the Due Diligence Period, the Bond documents encumbering
the Property, as modified or replaced in connection with Buyer's
assumption of the Bonds, and the lien of taxes and assessments (to be
shown on the policy as "none now due and payable").
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(c) Buyer shall have been provided by Seller, at or prior to
Closing, estoppel certificates dated within forty-five (45) days prior to
Closing from the tenants under all of the Leases substantially in the form
set forth on Exhibit H attached hereto and incorporated herein by
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reference (modified, as may be necessary, to reflect the circumstances
applicable to the respective tenancies, but consistent in all material
respects with the Rent Roll and other representations made by Seller
hereunder and in Seller's Closing Certificate), or, in lieu of an estoppel
certificate from a particular tenant, the Certificate of Seller described
in Section 1.6(a)(iv) as to such tenant. The estoppel certificate
requirement also shall be satisfied as to the General Services
Administration of the U.S. Government by delivery of the GSA's standard
"Statement of Lease" in respect of the Property, conforming substantially
with the Statement of Lease attached hereto as Exhibit H-1.
-----------
(d) Buyer shall have satisfied itself within the Due Diligence
Period that Buyer can remarket the Bonds on terms acceptable to Buyer.
Buyer may terminate this Agreement at any time during the Due Diligence
Period by delivery of written notice to Seller, in which event the deposit
shall be returned to Buyer.
ARTICLE V
---------
COVENANTS OF SELLER
-------------------
Seller covenants and agrees as follows:
5.1 Operation and Maintenance. Seller shall, from and after the
-------------------------
date of this Agreement and until Closing, continue to operate the Property in
the ordinary course of business consistent with the present business and
operations thereof, and in compliance with all Leases, Contracts, laws and
restrictions affecting the Property, and Seller shall continue to maintain
the buildings and improvements that constitute the Property in good condition
and repair. Notwithstanding anything to the contrary contained in this
Agreement, Seller shall have no obligation to alter or improve the Property
or to make, or to pay or contribute to the costs of making, any repairs or
replacements of a capital nature, as determined by Seller in Seller's sole
discretion.
5.2 Access and Information. Seller will, from and after the
----------------------
date of this Agreement and until expiration of the Due Diligence Period,
permit Buyer the following access and provide Buyer the following
information:
(a) Seller shall allow Buyer, its employees, agents,
contractors and consultants reasonable access to the Property for the
purpose of conducting Buyer's due diligence; provided, however, that
Buyer shall use reasonably diligent efforts to minimize any disruption
to any tenant's business being conducted on the Property, and provided
further that Buyer shall indemnify and hold Seller harmless from and
against any loss, cost, damage, claim, demand or expense (including
reasonable attorneys' fees) resulting from any damage to property or
death or injury caused by Buyer, its employees, agents, contractors or
invitees.
11
<PAGE> 16
(b) Seller shall, within five (5) business days after the
date hereof, make available to Buyer for inspection at the Property
Manager's office all Property Documents described or referenced in the
last paragraph of Section 1.6(b), it being understood that in the event
Closing does not occur, such documents shall be returned to Seller.
5.3 Insurance. Seller will, from and after the date of this
---------
Agreement and until the transfer of possession of the Property as set forth
in Section 1.4 hereof on the date of Closing, cause the Property to continue
to be insured against all ordinary and insurable risks in accordance with its
current insurance program.
ARTICLE VI
----------
CASUALTY; CONDEMNATION
----------------------
6.1 Casualty. In the event of the damage or destruction of all
--------
or any part of the Property prior to Closing in the amount of more than
$500,000, Buyer may, at its option, exercisable only by written notice to
Seller within ten (10) days after Buyer receives notice of the applicable
damage or destruction, either (i) terminate this Agreement, whereupon neither
party will have any further obligations hereunder, or (ii) continue under
this Agreement, whereupon Seller will assign to Buyer its interest in and to
any insurance policies and proceeds thereof payable as a result of such
damage or destruction, less such portion thereof as shall first be expended
by or reimbursed to Seller for the costs of any restoration work incurred by
Seller prior to Closing. In the event Buyer fails to deliver timely notice
of Buyer's election under this Section 6.1, the Agreement shall automatically
terminate.
6.2 Condemnation. In the event of the taking of all or any
------------
part of the Property prior to Closing, by eminent domain or condemnation,
then Buyer may, at its option, exercisable only by written notice to Seller
within ten (10) days after Buyer receives notice of the pending taking,
either (i) terminate this Agreement, whereupon neither party shall have any
further obligation hereunder, or (ii) continue under this Agreement,
whereupon at Closing Seller will assign to Buyer all its interest in and to
any award and proceeds thereof payable as a result of such taking, less such
portion thereof as shall first be expended by or reimbursed to Seller for the
costs of any restoration work incurred by Seller prior to Closing. In the
event Buyer fails to deliver timely notice of Buyer's election under this
Section 6.2, the Agreement shall automatically terminate.
12
<PAGE> 17
ARTICLE VII
-----------
MISCELLANEOUS PROVISIONS
------------------------
7.1 Binding Agreement. This Agreement shall be binding on and
-----------------
shall inure to the benefit of the parties named herein and to their
respective heirs, administrators, executors, personal representatives,
successors and assigns.
7.2 Assignment. Buyer shall have the right to assign its
----------
interest in this Agreement to any party with the prior written consent of
Seller, which consent shall not be unreasonably withheld, provided that no
such assignment shall release Buyer from any liability or obligation under
this Agreement.
7.3 Notices. All notices, requests, demands and other
-------
communications hereunder shall be deemed to have been duly given if the same
shall be in writing and shall be delivered personally or sent by U.S. mail,
postage prepaid, and addressed as set forth below, or by facsimile
transmission, to the facsimile numbers provided below; provided an original
of such notice is deposited in the U.S. mail or delivered by overnight
courier as set forth above on the next business day:
(a) If to Buyer:
Tower Properties Company
911 Main Street, Suite 100
Kansas City, Missouri 64105
With copies to:
Richard M. Erickson
911 Main Street, Suite 2700
Kansas City, Missouri 64105
(b) If to Seller:
Blackwood Properties Corporation
c/o Bankers Trust Company
130 Liberty Street, MS 2252
New York, New York 10006
Attention: Gregory D. Sposito
Facsimile: (212) 669-0743
With copies to:
13
<PAGE> 18
Bryan Cave LLP
One Metropolitan Square
St. Louis, Missouri 63102
Attention: Steven D. Korenblat
Facsimile: (314) 259-2020
Greystone Partners
100 S. Brentwood
Clayton, Missouri 63105
Attention: Jeffrey Hebrank
Facsimile: (314) 862-5271
Any party may change the address to which notices are to be
addressed or the facsimile number to which notices are being delivered by
facsimile by giving the other parties notice in the manner herein set forth.
7.4 Nature of Representations and Warranties. The
----------------------------------------
representations and warranties contained herein shall survive the Closing for
a period of six (6) months.
7.5 Governing Law. This Agreement shall be construed and
-------------
interpreted according to the laws of the State of Missouri.
7.6 Time of the Essence. Time is of the essence with respect
-------------------
to each and every provision of this Agreement.
7.7 Performance on Business Days. If any date for the
----------------------------
occurrence of an event or act under this Agreement falls on a Saturday or
Sunday or legal holiday in the State of Missouri, then the time for the
occurrence of such event or act shall be extended to the next succeeding
business day.
7.8 Entire Agreement. This Agreement, together with all the
----------------
Exhibits attached hereto and incorporated by reference herein, constitutes
the entire undertaking between the parties hereto, and supersedes any and all
prior agreements, arrangements and understandings between the parties.
7.9 Remedies on Default. In the event of a failure to close by
-------------------
Buyer as a result of a default by Buyer under this Agreement, Seller shall
have the right to retain the deposit made pursuant to Section 1.2 hereof as
liquidated damages and as Seller's sole and exclusive remedy, Seller's actual
damages being impossible to ascertain. In the event of a failure to close by
Seller as a result of a default by Seller under this Agreement, Buyer shall
have the right either to enforce this Agreement by means of the remedy of
specific performance and to recover its attorneys' fees in connection with
such enforcement action or to terminate this Agreement and to recover the
deposit and Buyer's remaining actual, verifiable and reasonable out-of-pocket
costs and
14
<PAGE> 19
expenses incurred in connection with Buyer's due diligence under Section 4.1
hereof, including survey, title, engineering and legal costs and expenses.
7.10 Counterparts. This Agreement be executed in counterparts,
------------
each of which shall constitute an original.
7.11 Facsimile Delivery. Delivery of executed copies of this
------------------
Agreement by facsimile shall constitute valid and binding delivery of this
Agreement. Any party executing this Agreement and delivering executed copies
of this Agreement by facsimile shall concurrently send an original executed
Agreement to the other party, but failure to do so shall not affect the
validity of the facsimile copy.
7.12 Prevailing Party to Recover Fees and Costs. The prevailing
------------------------------------------
party in any litigation commenced to enforce or construe this Agreement or in
connection with the transactions contemplated hereby shall have the right to
recover reasonable attorneys' fees and expenses from the non-prevailing
party, as determined by the court.
7.13 Waiver of Trial By Jury. To the fullest extent permitted
-----------------------
by law, each party hereby waives the right to trial by jury of any action
instituted in any court in connection with this Agreement or the transactions
contemplated hereby, including, without limitation, any action commenced to
rescind, set aside or reform this Agreement.
7.14 Exchange. Buyer desires to exchange other property of like
--------
kind and qualifying use within the meaning of section 1031 of the Internal
Revenue Code of 1986, as amended and the Regulations promulgated thereunder,
for fee title to the Property. Buyer expressly reserves the right to assign
its rights, but not its obligations hereunder to a Qualified Intermediary as
provided in IRC Reg. 1.1031(k)-1(g)(4) on or before Closing, provided that
Seller shall incur no additional expense or undertake any additional
liability by reason hereof and that Closing shall occur in accordance with
the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
SELLER: BLACKWOOD PROPERTIES CORPORATION
By:
--------------------------------------
Name: Gregory D. Sposito
Title: Vice President
BUYER:
-----------------------------------------
By:
--------------------------------------
Name:
Title:
15
<PAGE> 20
EXHIBIT A
DESCRIPTION OF THE LAND
Lots 5, 6 and 7 in Block 5 of the Town (now City) of Clayton, according to
the plat thereof recorded in Plat Book 1 page 11 (now 7) of the St. Louis
County Records.
16
<PAGE> 21
EXHIBIT B
<TABLE>
UNITED MISSOURI BANK BUILDING
Rent Roll
as of October 25, 1998
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Lease Escalation
Sq. ------------------ Monthly Yearly Per Base
Tenant Suite # Ft. From To Rent Rent Sq. Ft. Year
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
United Missouri Bank 100 2,665 12/01/95 11/30/05 $ 7,845.79 $ 94,149.48 35.33 1990
J. Michael-Patrick 200 4,477<F1> 9/12/97 9/11/02 $ 8,394.38 $ 100,732.50 22.50 1998
DEA 300, 400, 500 34,183<F3> 9/01/98 8/31/04 $58,021.33 $ 698,255.96 20.37 1987/1996
Norwest 800 13,777 1/01/98 12/31/02 $25,257.83 $ 303,094.00 22.00 1998
- ------------------------------------------------------------------------------------------------------------------------------
Gross Potential 55,102<F2> $99,519.33 $1,194,231.94 22.72
- ------------------------------------------------------------------------------------------------------------------------------
Less: Vacant Space 0
Total Leased 55,102<F2>
- ------------------------------------------------------------------------------------------------------------------------------
Percentage Leased 100%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Adjustment Total Rent Per
Tenant Est. 1998 + ESC Sq. Ft.
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
United Missouri Bank $ 6,024.00 Electric $ 105,045.00 39.42
$ 1,872.00 Escalation
$ 3,000.00 Kitchen
J. Michael-Patrick 0 $ 100,732.50 22.50
DEA $27,874.42 Taxes $ 727,170.00 21.27
$ 3,039.48 Escalation
Norwest 0 $ 303,094.00 22.00
- ------------------------------------------------------------------------------
Gross Potential $41,809.00 $1,236,041.00 22.43
- ------------------------------------------------------------------------------
Less: Vacant Space
Total Leased
- ------------------------------------------------------------------------------
Percentage Leased
- ------------------------------------------------------------------------------
<FN>
<F1> Does not include the 251 sq. ft. of 2nd floor lobby space not charged
to J. Michael-Patrick.
<F2> Actual rentable is 55,385 sq. ft.
<F3> OSA lease shows 31,648 sq. ft. with a building rentable of 51,182 sq. ft.
34,183 is the actual square footage.
</TABLE>
17
<PAGE> 22
<TABLE>
UNITED MISSOURI BANK BUILDING
List of License Agreements For
Miscellaneous Income Sources
----------------------------
<S> <C> <C>
Portabella Restaurant using trash Month-to-month
dumpster in rear of building (30 day written notice to terminate)
Taco Bell Restaurant using trash Month-to-month
dumpster in rear of building (30 day written notice to terminate)
UPS Letter Box Package Drop Month-to-month
(30 day written notice to terminate)
</TABLE>
18
<PAGE> 23
EXHIBIT C
<TABLE>
UNITED MISSOURI BANK BUILDING
List of Service Contracts
-------------------------
<CAPTION>
Contractor Type of Service Time Frame
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Eagle Energy, Inc. Energy Management March 1, 1998 - February 28, 1999
(30 day written notice to terminate)
Dover Elevator Co. Elevators January 31, 1996 - January 31, 2001
(90 day written notice to terminate)
Boldt Brothers Building
Maintenance Janitorial Services June 6, 1996 - automatic renewal
(30 day written notice to terminate)
Interface Fire Alarms February 28, 1998 -
(30 day written notice to terminate)
Aspen Waste Systems Trash Removal October 13, 1997 -
(30 day written notice to terminate)
Tropical Decor Plant Services (Interior) March 10, 1998 - March 9, 1999
(30 day written notice to terminate)
Top Care, Inc. Plant Services (Exterior) February 1, 1998 - January 31, 1999
(30 day written notice to terminate)
St. Louis Trane Mechanical Maintenance March 1, 1998 - February 28, 1999
(30 day written notice to terminate)
Harris Consulting Engineers Monitor Electric Usage August 1, 1998 - July 31, 1999
(30 day written notice to terminate)
Advanced Fire Protection, Inc. Service/Monitor Building July 1, 1998 - July 31, 1999
Sprinklers (30 day written notice to terminate)
Greystone Partners, Inc. Building Management/ January 9, 1997 - January 8, 1999
Leasing Services (Cancellable upon sale or 30 day
notice)
</TABLE>
19
<PAGE> 24
EXHIBIT D
SPECIAL WARRANTY DEED
THIS DEED, made and delivered this --- day of ----------, 1998,
between BLACKWOOD PROPERTIES CORPORATION, a ---------- corporation having an
address at --------------------------- ("Grantor"), and
- ----------------------------, a ----------- -------------- having an address
at ------------------------ ("Grantee");
WITNESSETH:
That Grantor, for and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, in hand paid by Grantee,
the receipt and sufficiency of which are hereby acknowledged, does hereby
Bargain and Sell, and Convey unto Grantee, its successors and assigns
forever, the real property located in the City of Clayton, County of St.
Louis, State of Missouri described on Exhibit A attached hereto and made a
part hereof, together with all improvements thereon and all privileges,
tenements, appurtenances and hereditaments thereto;
Subject only to the lien of general real estate taxes for the
current tax fiscal year and subsequent tax fiscal years, the lien of any
special assessments, and those other exceptions set forth on Exhibit B
attached hereto and made a part hereof.
The benefits and obligations hereunder shall inure to and be
binding upon the successors and assigns of the respective parties hereto, and
Grantor does hereby warrant title to the said real property and will defend
the same against the lawful claims of all persons claiming by, through or
under Grantor, but none other.
IN WITNESS WHEREOF, the undersigned has duly affixed its hand on
the date stated above.
GRANTOR:
BLACKWOOD PROPERTIES CORPORATION
By: --------------------------------
Name:
Title:
20
<PAGE> 25
STATE OF MISSOURI )
) ss.
- --------- OF ST. LOUIS )
On this --- day of ------------, 1998, before me appeared
- -------------------------------, to me personally known, who, being by me
duly sworn did say that he is the ------------------ of Blackwood Properties
Corporation, a ------------ corporation, and that said instrument was signed
in behalf of said corporation by authority of its board of directors, and
said ----------------------------- acknowledged said instrument to be the
free act and deed of said corporation.
IN WITNESS WHEREOF I have set my hand and affixed my official
seal in the --------- and State aforesaid, the day and year first above
written.
---------------------------
Notary Public
My commission expires:---------------
21
<PAGE> 26
EXHIBIT E
BILL OF SALE AND ASSIGNMENT
KNOW ALL MEN BY THESE PRESENTS, that BLACKWOOD PROPERTIES
CORPORATION ("Seller"), having an address at -----------------------------,
for and in consideration of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, does by these presents BARGAIN and SELL, unto
- ----------------------, a -------- -------- ("Buyer"), having an address at
- -----------------------, all interest of Seller, if any, in and to the
personal property described more fully on Exhibit A attached hereto and made
a part hereof.
IN WITNESS WHEREOF, the undersigned have duly hereunto set their
hands on this ---- day of ------------, 1998.
ASSIGNOR:
BLACKWOOD PROPERTIES CORPORATION
By:---------------------------
Name:
Title:
ASSIGNEE:
------------------------------
By:---------------------------
Name:
Title:
22
<PAGE> 27
EXHIBIT F
ASSIGNMENT AND ASSUMPTION OF TENANT LEASES
FOR VALUE RECEIVED, BLACKWOOD PROPERTIES CORPORATION, a ---------
corporation ("Assignor"), hereby assigns, transfers and conveys unto
- ------------------------------------, a --------- ------------ ("Assignee"),
all right, title and interest of Assignor as landlord in, under and to all of
the leases of space in the property located at 7911 Forsyth Boulevard,
Clayton, Missouri, as more particularly described on Exhibit A attached
hereto and made a part hereof (collectively, the "Leases"), the originals of
each of said leases being delivered to Assignee herewith, together with all
rights and obligations of Assignor as landlord with respect to the security
deposits under the Leases, the same being credited to Assignee herewith.
Assignee, by acceptance of this Assignment and the Leases, and in
reliance upon each of the foregoing representations, warranties, covenants
and certifications, hereby assumes and agrees to keep, observe and perform
all of the covenants, conditions, terms and provisions under the Leases to be
kept, observed and performed by the landlord thereunder from and after the
date hereof, and agrees to indemnify and save Assignor harmless from and
against any and all claims, demands, or liabilities arising under or in
connection with the Leases and accruing from and after the date hereof.
This Assignment shall be binding on, and inure to the benefit of,
the parties and their respective successors and assigns.
Dated this --- day of ----------, 1998.
ASSIGNOR:
BLACKWOOD PROPERTIES CORPORATION
By:
---------------------------------------
Name:
Title:
ASSIGNEE:
------------------------------------------
By:
---------------------------------------
Name:
Title:
23
<PAGE> 28
[Attach Current Rent Roll as Exhibit A and Description of Property as Exhibit B]
24
<PAGE> 29
EXHIBIT G
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
FOR VALUE RECEIVED, BLACKWOOD PROPERTIES CORPORATION, a
- --------------- corporation ("Assignor"), hereby assigns, transfers and
conveys unto ------------------------------, a ---------- ------------
("Assignee"), all right, title, interest, and obligation of Assignor in, to
and under those service, supply, maintenance, leasing, management, and other
agreements (the "Contracts") scheduled on Exhibit A attached hereto and made
a part hereof.
Assignee, by acceptance of this Assignment, assumes and agrees to
keep, observe and perform all provisions of the Contracts to be kept,
observed and performed by Assignor from and after the date hereof, and agrees
to indemnify and save Assignor harmless from and against any and all claims,
demands, or liabilities arising under the Contracts and accruing after the
date hereof.
This Assignment shall be binding on, and inure to the benefit of,
the parties and their respective successors and assigns.
Dated and delivered as of this ------- day of -------, 1998.
ASSIGNOR:
BLACKWOOD PROPERTIES CORPORATION
By: --------------------------------
Name:
Title:
ASSIGNEE:
------------------------------------
By:---------------------------------
Name:
Title:
25
<PAGE> 30
EXHIBIT H
LEASE ESTOPPEL CERTIFICATE
The undersigned Tenant of the lease described below (the "Lease")
understands that --------------------------------- ("Prospective Purchaser"),
may be acquiring from Blackwood Properties Corporation ("Owner"), the land
and improvements located at 7911 Forsyth Boulevard, Clayton, Missouri (the
"Property"). Terms capitalized herein and used in the Lease shall have the
same meaning herein as defined in the Lease. Tenant hereby certifies to and
for the benefit of Owner and Prospective Purchaser as follows:
Owner: Blackwood Properties Corporation
Tenant: ----------------------------
Trade Name:-----------------
Address: ----------------------------
Suite: ----------------------------
Floor Area: --------- rsf
Lease Date: ----------------------------
Term: -------- Commencement Date: ---------- Expiration Date: --------
Security Deposit: $------------------
Annual Base Rent: $------------------
Base Year: -------------------
Monthly Expenses: $------------------
Tenant further certifies as follows:
1. That the Lease commenced on the Commencement Date, and the Tenant is in
full and complete possession of the premises demised under the Lease
(the "Leased Premises") and has commenced full occupancy and use of the
Leased Premises, such possession having been delivered to and having
been accepted by the Tenant.
26
<PAGE> 31
2. That Tenant's obligation to pay Annual Base Rent and Expenses has
commenced, the Lease requires current monthly rent installments of
1/12th of the Annual Base Rent and the following Expenses (common area
charges, taxes, etc., however characterized under the Lease):
.
3. That no advance Annual Base Rent or other payment has been made in
connection with the Lease, except Monthly Base Rent for the current
month, there is no "free rent", tenant improvement contributions or
other concession under the remaining term of the Lease and the rent has
been paid to and including ------------, 19----, except as hereinafter
noted:------------------------------------------------------------------
------------------------------------------------------------------------
4. That a security deposit in the amount set forth above and in the form
of ---------- is being held by Owner, which amount is not subject to any
set-off or reduction or to any increase for interest or other credit
due to Tenant.
5. That all obligations and conditions under said Lease to be performed to
date by Owner or Tenant have been satisfied, free of defenses and
set-offs including all construction work in the Leased Premises.
6. That the Lease is a valid lease and in full force and effect and
represents the entire agreement between the parties; that there is no
existing default on the part of the Owner or the Tenant in any of the
terms and conditions thereof and no event has occurred which, with the
passing of time or giving of notice or both, would constitute an event
of default; and that said Lease has not been amended, modified,
supplemented, extended, renewed or assigned, except as hereinafter
noted.
7. That the Lease provides for a term set forth above; the term of the
Lease expires on the Expiration Date; and that except as specifically
provided for in the Lease, Tenant has ---- option(s) to extend the term
of the Lease remaining at a rent to be determined as follows:------------
-------------------------------------------------------------------------
8. That Owner has not rebated, reduced or waived any amounts due from
Tenant under the Lease, either orally or in writing, nor has Owner
provided financing for, made loans or advances to, or invested in the
business of Tenant.
9. That there are no actions, voluntary or involuntary, pending against
the Tenant under the bankruptcy laws of the United States or any state
thereof, other than:-----------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
10. That this certification is made knowing that Owner and Prospective
Purchaser are relying upon the representations herein made.
Tenant:
By:---------------------------------
Print Name:-------------------------
Title:------------------------------
Date:-------------------, 199--
27
<PAGE> 32
EXHIBIT H-1
GSA STATEMENT OF LEASE
28
