EXHIBIT 10.40
ESCROW FUNDING NOTE
-------------------
$2,900,000 October 17, 1996
FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to ▇▇▇▇▇▇▇▇
COLLEGES, INC., a Mississippi corporation ("▇▇▇▇▇▇▇▇"), for itself and/or as
agent for the Sellers or any other parties as designated by ▇▇▇▇▇▇▇▇ (in such
capacities, the "▇▇▇▇▇▇▇▇ Payee") or order, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the ▇▇▇▇▇▇▇▇ Payee hereof
may from time to time designate by written notice to Maker, the sum of TWO
MILLION NINE HUNDRED THOUSAND DOLLARS ($2,900,000), together with interest on
the balance of unpaid principal at the Interest Rate (as defined herein) or the
Past Due Rate (as defined herein), as the case may be, at the times and upon the
terms set forth in this Note.
A. DEFINITIONS. Certain terms used in this Note shall have the meaning
-----------
set forth below for each such term. Capitalized terms used in this Note and not
defined herein shall have the meanings given them in the Security Documents (as
defined herein).
1. Acquisition Escrow. The escrow provided for in Section 2.2.3 of the
------------------
Master Agreement.
2. Additional Interest. The additional interest due and calculated at the
-------------------
Past Due Rate as provided in Paragraph D.2 below.
3. Business Day. A day other than Saturday, Sunday or any day on which
------------
banking institutions in the cities of Los Angeles or New York are authorized by
law or other governmental action to close.
4. Deeds of Trust. The Deeds of Trust and Assignments of Rents and
--------------
Mortgages and Assignments of Rents which have been or are to be executed and
delivered by Maker under the document entitled Provisions Concerning Purchase
and Sale of Real Estate dated as of the date herewith (the "Real Property
Agreement"), between ▇▇▇▇▇▇▇▇ and its affiliates, ▇▇▇▇▇▇▇▇ College of Denver,
Inc., ▇▇▇▇▇ Business College, Inc., and ▇▇▇▇▇▇▇▇ Educational Group of Central
Florida, Inc., as sellers, and Maker, as buyer, relating to the purchase and
sale of the Property (as defined herein).
5. Interim Note. That certain promissory note of even date herewith in
------------
the original principal amount of $1,100,000.00 executed by Maker and payable to
the order of ▇▇▇▇▇▇▇▇.
6. Escrow Funding Note Release Amount. The sum of $706,400.00, which is
----------------------------------
part of the debt evidenced by this Note.
1
7. Interest Rate. The lesser of (i) the maximum lawful rate of interest
-------------
applicable to this Note, or (ii) a rate per annum equal to two (2) percentage
points over the interest rate per annum announced from time to time by ▇▇▇▇▇
Fargo Bank, N.A. as its domestic base lending rate. Each change in the Interest
Rate shall become effective, without notice to Maker, on the effective date of
each change in such base lending rate or the maximum lawful rate, as the case
may be.
8. Maker. Corinthian Colleges, Inc., a Delaware corporation, and its
-----
successors and assigns as permitted hereunder.
9. Master Agreement. The Master Asset Purchase Agreement dated as of the
----------------
date herewith by and among the Maker, ▇▇▇▇▇▇▇▇ and certain of its subsidiaries.
10. Maturity Date. The date that is eighteen (18) months from the date
-------------
hereof or such earlier date to which the maturity of this Note may be
accelerated or otherwise payable in accordance with the provisions hereof or the
Security Documents.
11. Other Notes. Collectively, the following promissory notes which are
-----------
to be executed in accordance with the Real Property Agreement: (i) promissory
note to be executed by Maker and payable to the order of ▇▇▇▇▇▇▇▇ College of
Denver, Inc. referred to as the Real Property Purchase Money Note for Parks
College - Denver South Tract; (ii) promissory note to be executed by Maker and
payable to the order of ▇▇▇▇▇ Business College, Inc. referred to as the Real
Property Purchase Money Note for ▇▇▇▇▇ ▇▇▇▇▇▇ College Tract; (iii) promissory
note to be executed by Maker and payable to the order of ▇▇▇▇▇▇▇▇ Educational
Group of Central Florida, Inc. referred to as the Real Property Purchase Money
Note for Orlando College - Melbourne Tract; (iv) promissory note to be executed
by Maker and payable to the order of ▇▇▇▇▇▇▇▇ Educational Group of Central
Florida, Inc. referred to as the Real Property Purchase Money Note for Tampa
College - Main Tract; and (v) promissory note to be executed by Maker and
payable to the order of ▇▇▇▇▇▇▇▇ College of Denver, Inc. referred to as the Real
Property Purchase Money Note for Parks College-Denver North Tract.
12. Past Due Rate. The lesser of (i) the Interest Rate plus two percent
-------------
(2%) per annum, or (ii) the maximum lawful rate of interest applicable to this
Note.
13. Payee. The ▇▇▇▇▇▇▇▇ Payee, or any future owner or holder of this
-----
Note, including pledgees and transferees of this Note and/or the Security
Documents, or any of them, or any person or entity acquiring or owning a
participation interest herein or therein.
14. Property. All real property and improvements encumbered by the Deeds
--------
of Trust as more particularly described in Exhibit A attached hereto.
---------
15. Schools. The schools listed on Exhibit B attached hereto and
------- ---------
incorporated herein by this reference, which are owned and operated by Maker and
certain of its affiliates.
2
16. Security Documents. The Deeds of Trust and any other documents or
------------------
instruments now or hereafter securing the Escrow Funding Note Release Amount,
the Other Notes or evidencing or securing the obligations secured by the Deeds
of Trust.
B. PAYMENTS.
--------
1. Payments Made To Escrow. Notwithstanding any provision herein to the
-----------------------
contrary, except as provided in Paragraph C.3 below, all payments provided for
in this Note shall be paid to the Acquisition Escrow.
2. Payments of Principal and Interest. Principal and interest shall be
----------------------------------
payable as follows:
(a) Interest. From and after the Final Payment Date, the unpaid
--------
principal amount shall bear interest at the Interest Rate, due and payable in
monthly installments on the last day of each consecutive calendar month until
the Maturity Date.
(b) Maturity Date. The entire balance of principal then outstanding
-------------
on this Note, together with all interest accrued hereunder, and any other
amounts then outstanding hereunder or under the Security Documents, shall be due
and payable on the Maturity Date.
3. Application of Payments. Any payment hereunder shall be applied when
-----------------------
received first to the payment of any unpaid Additional Interest and then to the
payment of current interest on the principal balance from time to time remaining
unpaid, and then to reduce principal, except that if any amounts due under the
terms of any Security Document have not been repaid, then any monies received,
at the option of the ▇▇▇▇▇▇▇▇ Payee, may first be applied to repay such amounts
and interest thereon and the balance, if any, be applied as herein specified.
No such application by the ▇▇▇▇▇▇▇▇ Payee shall constitute a cure or waiver of
any default by Maker under the Security Documents or under this Note.
C. PREPAYMENT; RELEASE OF DEEDS OF TRUST.
-------------------------------------
1. Mandatory Prepayment. Upon the occurrence of any of the following
--------------------
events, Maker shall prepay this Note, without premium or penalty:
(a) a sale or financing of the Property, to the extent of proceeds
received therefrom in excess of payment of the Other Notes;
(b) in full, upon an underwritten initial public offering of Maker;
(c) in full, upon the sale of 30% of the assets of Maker within any
twelve-month period;
(d) in full, upon a sale of all or substantially all of the capital
stock of Maker;
3
(e) in full, upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the Company goes
out of existence or becomes a subsidiary of another corporation (other than
any reorganization, merger or consolidation in which the shareholders of
the Company immediately prior to such transaction own at least fifty
percent (50%) of the shares of the surviving or resulting corporation), or
upon a sale of more than fifty percent (50%) of the then outstanding stock
of the Company to another entity or person.
(f) in full, if the Close of Escrow as defined in the Real Property
Agreement fails to occur on or before the thirtieth day after the Tier I
Closing, except if such failure shall occur solely by reason of the failure
of any condition within the control of the Selling Parties.
2. Voluntary Prepayment. So long as the Other Notes have been paid in
--------------------
full, during the term of this Note, Maker shall have the right to prepay this
Note in whole or in part, without premium or penalty, at any time and from time
to time.
3. Released Amounts. If at any time any amount is required to be
----------------
released to the ▇▇▇▇▇▇▇▇ Payee pursuant to Section 2.2.3(b) of the Master
Agreement ("Released Amount"), and the Released Amount exceeds (the amount of
such excess being hereinafter referred to as the "Shortfall Amount") the then
current funded balance of the Acquisition Escrow (the "Escrow Balance"), the
principal of this Note in an amount equal to the Shortfall Amount, plus accrued
interest thereon, if any, shall be due and payable directly to the ▇▇▇▇▇▇▇▇
Payee on the date the Released Amount is to be released pursuant to such Section
2.2.3(b) and the Escrow Balance shall be released to the ▇▇▇▇▇▇▇▇ Payee;
provided, however, on September 15, 1997 the principal of this Note in an amount
equal to the lesser of (i) the aggregate amounts released from the escrow
("Aggregate Amount") or (ii) the difference between $2.9 million and the
Aggregate Amount shall be due and payable directly to the Acquisition Escrow to
the extent, if any, that such amount has not otherwise been funded by Maker.
4. Cross-Collateralization and Release of Deed of Trust. The Security
----------------------------------------------------
Documents collectively secure the Other Notes and the Escrow Funding Note
Release Amount (herein sometimes collectively called the "Total Debt"). Except
as provided in Section I of the Deeds of Trust, the Deeds of Trust will not be
released or satisfied unless and until the Total Debt and all indebtedness and
obligations secured by the Security Documents have been fully paid and
performed; provided, however, once $706,400 has been deposited in cash in the
Acquisition Escrow by Buyer, the Deeds of Trust and any other Security Documents
shall no longer secure any portion of this Note.
D. SECURITY AND DEFAULT.
--------------------
1. Default; Acceleration. This Note is secured by the Deeds of Trust and
---------------------
the other Security Documents, to the extent of the Escrow Funding Note Release
Amount. If any of the following events (each, an "Event of Default") shall
occur, then, or at any time thereafter, the whole of the unpaid principal
hereof, together with accrued and outstanding
4
interest shall, at the election of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and without notice of such
election (except as may be required by applicable law), become immediately due
and payable:
(a) Maker's failure to make any payment when due in accordance with
the terms of this Note or any Security Document and the continuance of such
failure for a period of ten (10) days after ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ gives written
notice thereof to Maker.
(b) Default by Maker in the performance of any other obligations on
Maker's part to be performed under this Note or any Security Document and
the continuance of such default after lapse of any grace or curative period
applicable to such default under the terms thereof.
(c) The occurrence of a default under any of the Other Notes, the
Interim Note or any of the Security Documents and the continuance of such
default after lapse of any grace or curative period applicable to such
default under the terms thereof.
(d) The failure of Maker to pay when due any sum owing to ▇▇▇▇▇▇▇▇
Colleges, Inc. or to any of the other Selling Parties under Section 2.2.3
of that certain Master Agreement (the term "Selling Parties" being defined
in the Master Agreement).
(e) If Maker shall: (A) seek, consent to or not contest the
appointment of a receiver or trustee for itself or for all or any part of
its property; (B) file a voluntary petition for relief as a debtor in a
proceeding under Title 11 of the United States Code (S)(S) 101 et seq. (the
"Bankruptcy Code") or shall file a petition seeking relief under any other
bankruptcy, arrangement, reorganization or other debtor relief laws of the
United States or any state or any other competent jurisdiction; (C) make a
general assignment for the benefit of its or his creditors; or (D)
generally not pay its debts as they become due.
(f) If: (A) a petition is filed against Maker seeking relief under
the Bankruptcy Code or any other bankruptcy, arrangement, reorganization or
other debtor relief laws of the United States or any state or other
competent jurisdiction; (B) an order for relief shall be entered with
respect to Maker as a debtor in a proceeding under the Bankruptcy Code; or
(C) a court of competent jurisdiction enters an order, judgment or decree
appointing a receiver or trustee for any part of Maker's property, and, in
the case of any petition, order, judgment or decree referred to in the
preceding clauses (A), (B) or (C), such petition, order, judgment or decree
is not dismissed, stayed or vacated within sixty (60) days after the filing
or entry thereof.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇'s election may be exercised at any time after any such Event of
Default, and the acceptance of one or more payments hereon from any person
thereafter shall not constitute a waiver of ▇▇▇▇▇▇▇▇ Payee's election, or of its
option to make such election.
5
2. Additional Interest. Subject to the limitations contained in
-------------------
Paragraph F.3 below, all past-due principal of this Note shall bear Additional
Interest at the Past Due Rate beginning upon the expiration of the applicable
curative period hereunder or under the Security Documents and continuing until
paid.
3. Collection and Enforcement Costs. Maker agrees to pay all reasonable
--------------------------------
costs of collection, including reasonable attorneys' fees and all costs of any
action or proceeding (including, but without limitation, commencement of
nonjudicial foreclosure or private sale), in case any payment of interest or
principal and interest thereon is not paid when due, or in case it becomes
necessary to enforce any other obligation of Maker hereunder or to protect the
security for the indebtedness evidenced hereby, or for the foreclosure by
▇▇▇▇▇▇▇▇ Payee of the Deeds of Trust or any other Security Document, or in the
event ▇▇▇▇▇▇▇▇ Payee is made a party to any litigation because of the existence
of the indebtedness evidenced by this Note, or because of the existence of the
Security Documents, or any of them, whether suit be brought or not. Maker
acknowledges that all such costs are secured by the Deeds of Trust and the other
Security Documents.
4. Waivers. Except and to the extent expressly provided in Paragraph D.1
-------
above or in the Security Documents, Maker waives diligence, presentment, protest
and demand, notice of protest, of demand, of nonpayment, of dishonor, of
acceleration, of intent to accelerate maturity and of maturity and agrees that
time is of the essence of every provision hereof; and consents to any and all
renewals, extensions or modifications of the terms hereof or of the Security
Documents, or any of them, including time for payment, and further agrees that
any such renewal, extension or modification, or the release or substitution of
any person or security for the indebtedness evidenced hereby, shall not affect
the liability of any of such parties for the indebtedness evidenced by this Note
or the obligations under the Security Documents. Any such renewals, extensions,
modifications, releases or substitutions may be made without notice to any of
such parties.
5. Remedies Cumulative. The rights and remedies of ▇▇▇▇▇▇▇▇ Payee as
-------------------
provided in this Note and in the Security Documents shall be cumulative and
concurrent and may be pursued singly, successively or together against Maker,
the Property, or any other persons or entities who are, or may become, liable
for all or any part of this indebtedness, and any other funds, property or
security held by ▇▇▇▇▇▇▇▇ Payee for the payment hereof, or otherwise, at the
sole discretion of ▇▇▇▇▇▇▇▇ Payee. Failure to exercise any such right or remedy
shall in no event be construed as a waiver or release of such rights or
remedies, or the right to exercise them at any later time. The right, if any,
of Maker, and all other persons or entities, who are, or may become, liable for
all or any part of this indebtedness, to plead any and all statutes of
limitation as a defense to any demand on this Note, the Security Documents or
any other documents executed in connection with the loan evidenced by this Note,
is expressly waived by each and all of such parties to the full extent
permissible by law.
E. DEEDS OF TRUST PROVISIONS REGARDING TRANSFERS, SUCCESSORS. The Deeds
---------------------------------------------------------
of Trust securing the Escrow Funding Note Release Amount contain provisions for
the acceleration of the indebtedness evidenced hereby upon a
6
Transfer (as therein defined) by Maker. Subject to the limitations on a Transfer
specified in the Deeds of Trust, the provisions hereof shall be binding on the
heirs, legal representatives, successors and assigns of Maker and shall inure to
the benefit of the successors and assigns of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
F. MISCELLANEOUS.
-------------
1. Payment in Lawful Money; No Offsets. All payments due hereunder shall
-----------------------------------
be made in lawful money of the United States of America. All sums due hereunder
shall be payable without offset, demand, abatement or counterclaim of any kind
or nature whatsoever, all of which are hereby waived by Maker.
2. No Amendment or Waiver Except in Writing. This Note may be amended or
----------------------------------------
modified only by a writing duly executed by Maker and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, made on or
duly appended or affixed to this Note in accordance with the requirements of
applicable law, which amendment expressly refers to this Note and the intent of
the parties so to amend this Note. No provision of this Note may be waived by
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, except in writing executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and which
expressly refers to this Note, and no such waiver shall be implied from any act
or conduct of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or any omission by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to take action
with respect to any provision of this Note or any Security Document. No such
express written waiver shall affect any other provision of this Note, or cover
any default or time period or event, other than the matter as to which an
express written waiver has been given.
3. Limitation on Interest. It is expressly stipulated and agreed that it
----------------------
is the intention of ▇▇▇▇▇▇▇▇ Payee and Maker to conform strictly to applicable
federal and state usury laws governing this Note ("Usury Laws"), and,
notwithstanding anything to the contrary contained in this Note, or any Security
Documents, or in other documents or instruments related hereto, or in any other
agreement entered into in connection herewith, whether now existing or hereafter
arising and whether written or oral, it is agreed that the aggregate of all
interest and any other charges constituting interest, or adjudicated as
constituting interest, under such Usury Laws and contracted for, chargeable or
receivable under this Note or otherwise in connection with the loan transaction
represented hereby shall, under no circumstances, exceed the maximum rate of
interest permitted by such Usury Laws. In the event the maturity of this Note
is accelerated by reason of an election by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ resulting from a
default hereunder or under any Security Documents or otherwise in connection
herewith, or by voluntary prepayment by Maker, or otherwise, then earned
interest may never include more than the maximum rate of interest permitted by
such Usury Laws, computed from the date of each disbursement of the loan
proceeds outstanding until payment. If, from any circumstances, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
shall ever receive interest or any other charges constituting interest, or
adjudicated as constituting interest, under such Usury Laws, the amount, if any,
which would exceed the maximum rate of interest permitted by such Usury Laws
shall, at the option of ▇▇▇▇▇▇▇▇ Payee, either be credited to the payment of
principal or returned to Maker. It is further agreed, without limitation of the
foregoing, that calculations of the rate of interest contracted for, charged or
received under this Note or under any Security Documents or in any other
documents
7
or instruments related hereto, that are made for the purpose of determining
whether such rate exceeds the maximum lawful rate, shall be made, to the extent
permitted by law, by amortizing, prorating, allocating, and spreading over the
full term of this Note, all interest at any time contracted for, charged or
received from Maker or otherwise by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with the loan
evidenced hereby. The provisions of this Paragraph F.3 shall control over all
other provisions hereof and of any other instrument executed in connection
herewith or executed to secure the indebtedness evidenced hereby, which may be
in apparent conflict with this Paragraph.
4. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND
-------------
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSISSIPPI WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS. TO THE EXTENT THE LAWS OF THE STATE OF
MISSISSIPPI ARE PREEMPTED BY FEDERAL LAW, THE LAWS OF THE UNITED STATES OF
AMERICA SHALL APPLY.
5. Certain Rules of Construction. The headings of each Paragraph of this
-----------------------------
Note are for information and convenience only and do not define or limit any
provision of this Note. The provisions of this Note shall be construed as a
whole according to their common meaning, not strictly for or against any party,
or any person or entity, who is or may become liable for the payment of this
Note, and to achieve the objectives of the parties unconditionally to impose on
Maker the indebtedness evidenced by this Note.
6. Severability. If any term of this Note, or the application thereof to
------------
any person or circumstances, shall be invalid or unenforceable, the remainder of
this Note, or the application of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Note shall be valid and enforceable to the
fullest extent permitted by law.
7. Obligations of Maker Joint and Several. If more than one person or
--------------------------------------
entity has executed this Note as "Maker," the obligations of all such persons
hereunder shall be joint and several.
8. Full Recourse Obligations of Maker. Notwithstanding the provisions of
----------------------------------
the Other Notes that limit Maker's liability and ▇▇▇▇▇▇▇▇ Payee's remedies
thereunder (the "Nonrecourse Provisions"), Maker's liability under this Note is
absolute and shall not be limited, diminished or affected in any way by the
Nonrecourse Provisions or the exercise of any remedies by ▇▇▇▇▇▇▇▇ Payee under
the Other Notes or the Security Documents or under applicable law. Maker agrees
that ▇▇▇▇▇▇▇▇ Payee may exercise its rights and remedies under this Note and
under the Other Notes and the Security Documents separately or concurrently and
in any order that it may deem appropriate. Without limiting the generality of
the foregoing, Maker agrees that if an Event of Default is continuing (i)
▇▇▇▇▇▇▇▇ Payee shall have the right to pursue all of its rights and remedies in
one proceeding, or separately and independently in separate proceedings from
time to time in such order and manner as ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in its sole and
absolute discretion, shall determine form time to time, (ii) ▇▇▇▇▇▇▇▇ Payee is
not required to either ▇▇▇▇▇▇▇▇ assets, sell the Property or any parcel
8
thereof in any inverse order of alienation, or be subject to any "one action" or
"election of remedies" law or rule, and (iii) the exercise by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ of
any remedies against any part of the Property will not impede ▇▇▇▇▇▇▇▇ Payee
from subsequently or simultaneously exercising remedies against any other part
or parts of the Property or enforcing this Note against Maker.
▇▇▇▇▇▇▇▇ Payee shall have the right to recover its damages hereunder in a
separate proceeding brought for that purpose, or in any foreclosure action under
any of the Security Documents, or by invocation of any of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇'s other
rights and remedies thereunder or at law or equity; and Maker's liability under
this Paragraph shall survive foreclosure under any Security Document.
EXECUTED as of the date first above written.
CORINTHIAN COLLEGES, INC.,
a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Title: President/CEO
------------------------------------
9
EXHIBIT A
Exhibit A-1
EXHIBIT B
School; Location
----------------
Western Business College; Portland, OR
▇▇▇▇▇ ▇▇▇▇▇▇ College; Colorado Springs, CO
Parks College (North); Denver, CO
Parks College (South); Aurora, CO
▇▇▇▇▇▇▇▇ College; Las Vegas, NV
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ College of Salt Lake City; Salt Lake City, UT
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ College; Springfield, MO
Duff's Business Institute; Pittsburgh, PA
Rochester Business Institute; Rochester, NY
FMUS-Fort Lauderdale College; Ft. Lauderdale, FL
FMUS-Orlando College (North); Orlando, FL
FMUS-Orlando College (South); Orlando, FL
FMUS-Orlando College (Melbourne); Melbourne, FL
FMUS-Tampa College (Main); Tampa, FL
FMUS-Tampa College (▇▇▇▇▇▇▇); Tampa, FL
FMUS-Tampa College (Pinellas); Chearwater, FL
FMUS-Tampa College (Lakeland); Lakeland, FL
Exhibit B-1
SCHEDULE A
Legal Descriptions of Tracts
----------------------------
1. TRACT:
▇▇▇▇▇ ▇▇▇▇▇▇ College Tract
SELLER:
▇▇▇▇▇ Business College, Inc.
LEGAL DESCRIPTION:
Lot 1 in Block 2 in RUSTIC HILLS SUBDIVISION NO. 6 FILING NO. 3,
County of El Paso,
State of Colorado.
(for informational purposes only) ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
2. TRACT:
Parks College-Denver North Tract
SELLER:
▇▇▇▇▇▇▇▇ College of Denver, Inc.
LEGAL DESCRIPTION:
Parcel I:
Lots 1 and 2
Block 1,
Horizon Place Subdivision Filing No. 1,
County of ▇▇▇▇▇,
State of Colorado
Parcel II:
Together with a non-exclusive easement for ingress and egress over, across
and upon a private drive situated on Lots 1, 2 and 5 of Block 1, Horizon
Place Subdivision Filing No. 1, and Lots 1 and 2, Horizon Place Subdivision
Filing No. 2, being more particularly described as follows:
Commencing at the Northeast corner of said Horizon Place Subdivision Filing
No. 1; thence S 00 degrees 26 minutes 40 seconds W along the Easterly line
of Lot 2, Block l, Horizon Place Subdivision Filing No. 1 a distance of
316.72 feet to the Point of Beginning; thence continuing S 00 degrees 26
minutes 40 seconds W along the Easterly line of Lot 1 of said Filing No. 2
a distance of 60.00 feet; thence N 44 degrees 33 minutes 20 seconds W a
distance of 42.17 feet;
Schedule 1 - Page 1
thence N 89 degrees 54 minutes 10 seconds W parallel with the Northerly
line of said Lot 1 Filing No. 2 a distance of 92.00 feet; thence N 87
degrees 02 minutes 25 seconds W a distance of 100.12 feet; thence N 89
degrees 54 minutes 10 seconds W parallel with the Northerly line of said
Lots 1 & 2 Filing No. 2 a distance of 439.54 feet; thence S 00 degrees 05
minutes 50 seconds W a distance of 20.00 feet; thence N 89 degrees 54
minutes 10 seconds W parallel with the Northerly line of said Lots 1 & 2
Filing No. 2 a distance of 90.00 feet; thence N 00 degrees 05 minutes 50
seconds E a distance of 90.00 feet; thence S 89 degrees 54 minutes 10
seconds E parallel with the Southerly line of said Lot 1 Filing No. 1 a
distance of 90.00 feet; thence S 00 degrees 05 minutes 50 seconds W a
distance of 20.00 feet; thence S 89 degrees 54 minutes 10 seconds E
parallel with the Southerly line of said Lot 1 Filing No. 1 a distance of
439.54 feet; thence N 87 degrees 14 minutes 05 seconds E a distance of
100.12 feet; thence S 89 degrees 54 minutes 10 seconds E parallel with the
Southerly line of said Lot 2 Filing No. 1 a distance of 80.00 feet; thence
N 45 degrees 26 minutes 40 seconds E a distance of 42.68 feet; thence S 00
degrees 26 minutes 40 seconds W along a line parallel with and 12.00 feet
Westerly of the Easterly line of said Lot 2 Filing No. 1 a distance of 60
feet; thence S 89 degrees 54 minutes 10 seconds E along the Northerly line
of Lot 1 Filing No. 2 12.00 feet to the Point of Beginning, County of
▇▇▇▇▇,
State of Colorado.
(for informational purposes only) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
3. TRACT:
Parks College-Denver South Tract
SELLER:
▇▇▇▇▇▇▇▇ College of Denver, Inc.
LEGAL DESCRIPTION:
Lots 1 and 2, Block 1,
▇▇▇▇▇ Center Subdivision, Filing ▇▇. ▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
(for informational purposes only) ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Schedule 1 - Page 2
4. TRACT:
Orlando College-Melbourne Tract
SELLER:
▇▇▇▇▇▇▇▇ Educational Group of Central Florida, Inc.
LEGAL DESCRIPTION:
A portion of Government Lot 3, Section 9, Township 27 South, Range 37 East,
Melbourne, Brevard County, Florida, being more particularly described as
follows:
Commence at the Northwest corner of said Government Lot 3 and go N.
8842'24" E., along the North line of said Gov't Lot 3 a distance of 492.98
ft. to the intersection of the East Right-of-Way line of U. S. Highway No.
1 (State Road No. 5), thence go S. 3316'15" E., along the said East R/W
line of U. S. Highway No. 1 a distance of 393.92 ft. to the South Right-of-
Way line of Cliff Creek Drive, also being the Point of Beginning of the
herein described parcel, said P.O.B. also being the P.C. of a curve concave
to the South having a radius of 268.45 ft., a Central Angle of 3205'00" and
a Chord Bearing of N. 7246'15" E., thence go Easterly along said curve and
along the South R/W line of Cliff Creek Dr. an Arc distance of 150.32 ft.,
thence go N. 8848'45" E., along said South right-of-way line of Cliff Creek
Dr., a distance of 428.29 ft., to the Westerly R/W line of Pineapple Ave.,
thence go S. 2829'45" E., along the said Westerly R/W line of Pineapple
Ave. a distance of 259.02 ft., to the Physical centerline of Cliff Creek,
thence the following courses along said physical centerline of Cliff Creek;
S. 7722'42" W., 40.18 ft.; S. 6127'16" W., 33.13 ft.; S. 4131'17" W., 93.00
ft.; S. 5047'07" W., 54.51 ft.; S. 6027'36" W., 53.77 ft.; S. 2446'40" W.,
73.85 ft.; S. 2257'08" W., 31.44 ft.; S. 1903'10" W., 56.30 ft.; S.
0608'49" E., 53.05 ft.; S. 2011'35" E., 124.92 ft.; S. 4837'18" E., 64.70
ft.; S. 023'00" E., 26.91 ft.; S. 4602'48" W., 32.96 ft. to the
intersection of the aforesaid Easterly R/W line of U. S. Highway No. 1,
thence go N. 3316'15" W., along said Easterly R/W line of U. S. No. 1 a
distance of 887.22 ft., to the Point of Beginning.
5. TRACT:
Tampa College-Main Tract
SELLER:
▇▇▇▇▇▇▇▇ Educational Group of Central Florida, Inc.
LEGAL DESCRIPTION:
Begin at a point 50 feet North of the Southeast corner of the Southwest 1/4
of the Southwest 1/4 of Section 34, Township 28 South, Range ▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Schedule 1 - Page 3
Florida, and running North 210 feet to the Point of Beginning; thence North
315 feet to a corner; thence West 340 feet to a corner; thence South 265
feet to a corner; thence West 52 feet to a corner; thence South 260 feet;
thence East 182 feet; thence North 210 feet; thence East 210 feet to Point
of Beginning; LESS the most Easterly 30 feet thereof for right-of-way of
Lincoln Avenue.
ALSO DESCRIBED AS FOLLOWS:
A parcel of land lying in Section 34, Township 28 South, Range 18 East,
Hillsborough County, Florida and being more particularly described as
follows:
Commence at the Southeast corner of the Southwest 1/4 of the Southwest 1/4
of said Section 34 and run N.0002'50"E., along the centerline of Lincoln
Avenue, a distance of 260.00 feet to the Point of Beginning; thence
continue along the previous course, a distance of 315.00 feet to a point;
leaving said centerline, run S.8959'00"W., a distance of 339.70 feet to a
point; thence run S.0002'50"W., a distance of 265.00 feet to a point;
thence run S.8959'00"W., a distance of 52.00 feet to a point; thence run
S.0002'50"W., a distance of 260.00 feet to a point; thence run
N.8959'00"E., a distance of 182.00 feet to a point; thence run
N.0002'50"E., a distance of 210.00 feet to a point; thence N.8959'00"E., a
distance of 210.00 feet to the Point of Beginning. Containing 3.394 acres
more or less.
LESS the Easterly 30.00 feet thereof for the right-of-way of Lincoln
Avenue.
Schedule 1 - Page 4