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EXHIBIT ▇▇.▇▇▇
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the 24th
day of December, 1996 (the "Effective Date"), by and between ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller"), having its
principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and
OVERSEAS PARTNERS CAPITAL CORP., a Delaware corporation ("Purchaser"), having an
office at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
ARTICLE I
PURCHASE AND SALE
1.1 Agreement of Purchase and Sale. Subject to the terms and conditions
hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to
purchase the following:
(a) that certain tract or parcel of land situated in ▇▇▇▇ County,
Illinois, more particularly described on EXHIBIT 1.1(a) attached hereto and
made a part hereof, together with all and singular the rights and
appurtenances pertaining to such property, including any right, title and
interest of Seller in and to adjacent streets, alleys or rights-of-way (the
property described in clause (a) of this Section 1.1 being herein referred
to collectively as the "Land");
(b) the buildings, structures, fixtures and other improvements on the
Land, including specifically, without limitation, that certain office
building located thereon having a street address of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the property described in clause (b) of this Section 1.1
being herein referred to collectively as the "Improvements");
(c) all of Seller's right, title and interest in and to all tangible
personal property upon the Land or within the Improvements, including
specifically, without limitation, appliances, furniture, carpeting,
draperies and curtains, tools and supplies, and other items of personal
property (excluding cash and proprietary software and electronic work
product) used exclusively in connection with the operation of the Land and
the Improvements including those items listed On EXHIBIT 1.1(c) hereto (the
property described in clause (C) of this Section 1.1 being herein referred
to collectively as the "Personal Property");
(d) all of Seller's right, title and interest, as lessor, in and to
all agreements listed and described on EXHIBIT 1.1(d) (the "Lease
Schedule") attached hereto and made a part hereof, pursuant to which any
portion of the Land or Improvement; is used or occupied by anyone other
than Seller (the property described in clause (d) of this Section 1.1 being
herein referred to collectively as the "Leases"); and
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(e) all of Seller's right, title and interest in and to (i) all
assignable contracts and agreements (collectively, the 'Operating
Agreements") listed and described on EXHIBIT 1.1(e) (the "Operating
Agreements Schedule") attached hereto and made a part hereof, relating to
the upkeep, repair, maintenance or operation of the Land, Improvements or
Personal Property which will extend beyond the date of Closing (as such
term is defined in Section 4.1 hereof), (ii) all assignable existing
warranties and guaranties (expressed or implied) issued to Seller in
connection with the Improvements or the Personal Property, (iii) any
refunds of real estate taxes on the Property to the extent such refunds are
payable to tenants under the Leases, and (iv) any tradenames, tradenames,
copyrights and similar intellectual property relating to the Land,
Improvements and the business conducted thereon by Seller (other than
proprietary software and electronic work product) (the property described
in this Section 1.1(e) being sometimes herein referred to collectively as
the "Intangibles").
1.2 Property Defined. The Land, the Improvements, the Personal Property,
the Leases and the Intangibles are hereinafter sometimes referred to
collectively as the "Property.
1.3. Permitted Exceptions. The Property shall be conveyed subject to the
matter which are, or are deemed to be, Permitted Exceptions pursuant to Article
II hereof (herein referred to collectively as the "Permitted Exceptions").
1.4 Purchase Price. Seller is to sell and Purchaser is to purchase the
Property for a total of ONE HUNDRED NINE MILLION TWO HUNDRED FIFTY THOUSAND AND
N0/100 DOLLARS ($109,250,000.00) (the "Purchase Price").
1.5 Payment of Purchase Price. The Purchase Price, as increased or
decreased by prorations and adjustments as herein provided, shall be payable in
full at Closing in cash by wire transfer of immediately available federal funds
to a bank account designated by Seller in writing to Purchaser prior to the
Closing.
1.6 ▇▇▇▇▇▇▇ Money. Simultaneously with the execution and delivery of this
Agreement, Purchaser is depositing with Commonwealth Land Title Insurance
Company (the "Escrow Agent"), having its office at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, the sum of One Million and No/100 Dollars ($1,000,000.00)
(the "▇▇▇▇▇▇▇ Money") in good funds, either by certified bank or cashier's check
or by federal wire transfer. The Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money in an
interest-bearing account mutually acceptable to Purchaser and Seller in
accordance with the terms and conditions of an escrow agreement entered into
among Seller, Purchaser and Escrow Agent simultaneously with the execution of
this Agreement. All interest accruing on such sum shall become a part of the
▇▇▇▇▇▇▇ Money and shall be distributed as ▇▇▇▇▇▇▇ Money in accordance with the
terms of this Agreement.
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ARTICLE II
TITLE AND SURVEY
2.1 Title Examination: Commitment for Title Insurance. Seller has delivered
to Purchaser a commitment to issue an ALTA Form B (1992) Owner's Title Insurance
Policy identified as File No. H455-0827 with an effective date of November 21,
1996 (the "Title Commitment") covering the Land and Improvements from
Commonwealth Land Title Insurance Company (the "Title Company"), showing all
matters affecting title to the Property and binding the Title Company to issue
at Closing an Owner's policy of Title Insurance in the full amount of the
Purchase Price pursuant to and with such endorsements as provided in Section 2.4
hereof. The Title Company has delivered to Purchaser copies of all instruments
referenced in Schedule B and Schedule C thereof.
2.2 Survey. Seller has delivered to Purchaser and the Title Company an ▇▇▇▇
▇▇▇▇▇ survey of the Property (the "Survey") prepared by ▇▇▇▇▇▇ and Associates,
Inc. (the "Surveyor"), certified on November 26, 1996 to Seller, Purchaser and
the Title Company.
2.3 Intentionally Omitted.
2.4 Conveyance of Title. At Closing, Seller shall convey and transfer to
Purchaser fee simple title to the Property as will enable the Title Company to
issue to Purchaser an ALTA Owner's Policy of Title Insurance, Form B-1992 (the
"Title Policy") covering the Land and Improvements, in the full: amount of the
Purchase Price with "extended coverage", the endorsements described in Exhibit
2.4 hereto and such other endorsements as Purchaser may reasonably require. The
Title Company shall also obtain reinsurance agreements with direct access rights
in such amounts and with such companies as may be reasonably satisfactory to
Purchaser, provided the Title Company shall retain at least $30,000,000 of
liability. Notwithstanding anything contained herein to the contrary, the
Property shall be conveyed subject to the following matters, which shall be
deemed to be Permitted Exceptions:
(a) the rights of tenants, as tenants only, under the Leases and any
new Leases entered into between the Effective Date and Closing and approved
by Purchaser in accordance with the terms of this Agreement; payable as of
the date of Closing;
(b) the lien of all ad valorem real estate taxes and assessments not
yet due and payable as of the date of closing;
(c) local, state and federal laws, ordinances or governmental
regulations, including but not limited to, building and zoning laws,
ordinances and regulations, now or hereafter in effect relating to the
Property,
(d) the items listed on Exhibit 2,4(d) hereto;
(e) items appearing in any later date to the Title Commitment or show
later revision of the Survey and, in either case, not objected to by
Purchaser or waived or deemed waived by Purchaser in accordance with
Section 2.5 hereof; and
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(f) acts of Purchaser and parties acting by or through Purchaser.
2.5 Pre-Closing "Gap" Title Defects. Purchaser may, at or prior to Closing,
notify Seller in writing of any objections to title first raised by the Title
Company or the Surveyor between (a) the effective date of the Title Commitment
referred to above, and (b) the date on which the transaction contemplated herein
is scheduled to close. With respect to any objections to title set forth in such
notice, except any New Exceptions (as hereinafter defined), Seller shall have
the right to cure such objections but shall not be obligated to cure any such
objections unless any such objection is a New Exception. The term "New
Exception" shall mean any exceptions to title arising after the effective date
of the Title Commitment which resulted from the intentional act or omission of
Seller. Within three (3) days after receipt of Purchaser's notice of such
objections, Seller shall notify Purchaser in writing whether Seller elects to
attempt to cure such objections. If Seller elects to attempt to cure, Seller
shall have until the date of Closing to use reasonable commercial efforts to
attempt to remove, satisfy or cure the same or cause the Title Company to
provide affirmative insurance reasonably satisfactory to Purchaser, over same,
in any event, in a manner reasonably satisfactory to Purchaser and for this
purpose Seller shall be entitled to a reasonable adjournment of the Closing if
additional time is required to a date mutually satisfactory to Seller and
Purchaser, but in no event shall the adjournment exceed thirty (30) days after
the date for Closing set forth in Section 4.1 hereof. If any such objection is
the result of a New Exception Seller shall remove, satisfy or cure the same or
cause the Title Company to provide affirmative insurance reasonably satisfactory
to Purchaser over same, and for this purpose Seller shall be entitled to a
reasonable adjournment of the Closing if additional time is required to a date
mutually satisfactory to Seller and Purchaser, but in no event shall the
adjournment exceed thirty (30) days after the date for Closing set forth in
Section 4.1 hereof. If Seller elects not to cure any objections, except a New
Exception, specified in Purchaser's notice, or if Seller is unable to effect a
cure of same prior to the Closing (or any date to which the Closing has been
adjourned), Purchaser shall have the following options: (I) to accept a
conveyance of the Property subject to the Permitted Exceptions, specifically
including any matter objected to by Purchaser which Seller is unwilling or
unable to cure, and without reduction of the Purchase Price, or (ii) terminate
this Agreement by sending written notice thereof to Seller, and upon delivery of
such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money
shall be returned to Purchaser, and thereafter neither party hereto shall have
any further rights, obligations or liabilities hereunder except to the extent
that any right, obligation or liability set forth herein expressly survives
termination of this Agreement. If Seller notifies Purchaser that Seller does not
intend to attempt to cure any such title objection; or if, having commenced a
cure thereof; Purchaser shall, within three (3) business days after such notice
has been given, notify Seller in writing whether Purchaser shall elect to accept
the conveyance under clause (I) or to terminate this Agreement under clause
(ii).
ARTICLE III
INSPECTION
3.1 Right of Inspection. During the period beginning on November 6,
1996 and ending at the Closing, Purchaser shall have the right to make a
physical inspection of the Property, to perform tests on the Property and to
examine at such place or places at the
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Property, in the offices of the property manager or elsewhere as the same may be
located. any operating files maintained by Seller or its property manager in
connection with the leasing, maintenance and/or management of the Property,
including, without limitation, the Leases, lease files, Operating Agreements,
insurance policies, bills, invoices, receipts and other general records relating
to the income and expenses of the Property, correspondence, surveys,
governmental permits and consents, plans and specifications, warranties for
services and materials provided to the Property, any engineering reports, indoor
air quality reports, environmental audits and similar materials, litigation and
claims files and materials, but excluding materials not directly related to the
leasing, maintenance and/or management of the Property such as Seller's internal
memoranda, appraisals and similar proprietary or confidential information. At
Purchaser's request, Seller shall afford Purchaser the opportunity to discuss
the Property with Seller's property manager, leasing agent and real estate tax
consultant, at such reasonable times as Purchaser may from time to time request.
Purchaser understands and agrees that any on-site inspections or testing of the
Property shall be conducted upon at least twenty-four (24) hours' prior notice
to Seller and, if Seller elects to be present, in the presence of Seller or its
representative. Any such inspections and testing shall be performed by companies
selected by Purchaser and approved by Seller, which approval shall not be
unreasonably withheld or delayed. Purchaser agrees to repair any damage to the
Property and to indemnify Seller against and hold Seller harmless from any claim
for liabilities, costs, expenses (including reasonable attorneys' fees actually
incurred) damages or injuries to property or to any person arising out of or
resulting from the inspection or tearing of the Property by Purchaser or its
consultants or agents, and notwithstanding anything to the contrary in this
Agreement, such obligation to repair and to indemnify and hold harmless Seller
shall survive Closing or any termination of this Agreement. Purchaser shall
maintain and shall ensure that Purchaser's consultants involved in any such
inspection maintain public liability and property damage insurance in the amount
of $1,000,000 and in form and substance adequate to insure against all liability
of Purchaser and its consultants, respectively, and each of its agents,
employees or contractors, arising out of the inspections or testing. All
inspections and testing shall occur at reasonable times agreed upon by Seller
and Purchaser and shall be conducted so as not to interfere unreasonably with
use of the Property by Seller or its tenants.
ARTICLE IV
CLOSING
4.1 Time and Place. The consummation of the transaction contemplated
hereby ("Closing") shall be held at the offices of Seller's counsel, ▇▇▇▇▇▇
▇▇▇▇▇▇ & Zavis, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, at
9:00 a.m. on December 31, 1996 (the "Closing Date"). At Closing, Seller and
Purchaser shall perform the obligations set forth in, respectively,
Section 4.2 and Section 4.3, the performance of which obligations shall be
concurrent conditions.
4.2 Seller's Obligations at Closing. At Closing, Seller shall:
(a) deliver to Purchaser a duly executed special warranty deed (the
"Deed") in recordable form reasonably satisfactorily to Seller and
Purchaser, conveying the Land
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and Improvements to Purchaser, or Purchaser's designee, subject only
the Permitted Exceptions; the warranty of title in the Deed will be
only as to claims made by, through or under Seller and not otherwise;
(b) deliver to Purchaser a duly executed ▇▇▇▇ of sale in form
reasonably satisfactory to Seller and Purchaser conveying the Personal
Property with warranty of title and without warranty, expressed or
implied, as to merchantability and fitness for any purpose;
(c) assign to Purchaser, and Purchaser shall assume, the
landlord/lessor interest in and to the Leases by duly executed assignment
and assumption agreement in form reasonably satisfactory to Seller and
Purchaser pursuant to which (i) Seller shall indemnify Purchaser and hold
Purchaser harmless from and against any and all claims pertaining to the
Leases arising from acts or a failure of Seller to act occurring prior to
Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless
from and against any and all claims pertaining to the Leases arising from
acts or a failure of Purchaser to act occurring from and after the
Closing, including without limitation, claims made by tenants with respect
to tenants' security deposits to the extent paid, credited or assigned to
Purchaser;
(d) assign to Purchaser, and Purchaser shall assume, Seller's
interest in the Operating Agreements and the other Intangibles by duly
executed assignment and assumption agreement in form reasonably
satisfactory to Seller and Purchaser pursuant to which (i) Seller shall
indemnify Purchaser and hold Purchaser harmless from and against any and
all claims pertaining to such Operating Agreements or the other
Intangibles arising from acts or a failure to Seller to act occurring
prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller
harmless from and against any and all claims pertaining to such Operating
Agreements or the other Intangibles arising from acts or a failure of
Purchaser to act occurring from and after the Closing;
(e) deliver to Purchaser such Tenant Estoppels (as defined in
Section 5.4(b) hereof) as are in Seller's possession and such Seller
Estoppels (as defined in Section 5.4(b) as Seller elects to deliver;
(f) join with Purchaser to execute a notice in form and content
reasonably satisfactory to Purchaser and Seller which Purchaser shall send
to each tenant under each of the Leases informing such tenant of the sale
of the Property and of the assignment to Purchaser of Seller's interest
in, and obligations under, the Leases (including, if applicable any
security deposits) and directing that all rent and other sums payable
after the Closing under each such Lease shall be paid as set forth in the
notice;
(g) deliver to the Purchaser a certificate, dated as of the date of
Closing and executed on behalf of Seller by a duly authorized officer of
the general partner of Seller, stating that the representations and
warranties of Seller contained in this Agreement are true and correct in
all material respects as of the date of Closing (with appropriate
modifications of those representations and warranties made in Section 5.1
hereof to reflect any changes therein including without limitation any
changes resulting from
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actions in accordance with Section 5.4 hereof) or identifying any
representation or warranty which is not, or no longer is, true and correct
and explaining the state of facts giving rise to the change. In no event
shall Seller be liable to Purchaser for, or be deemed to be in default
hereunder by reason of, any breach of representation or warranty which
results from any change that (I) occurs between the Effective Date and the
date of Closing, and (ii) is expressly permitted under the terms of this
Agreement or is beyond the reasonable control of Seller to prevent;
provided, however, that the occurrence of a material change in the
representations and warranties which is not expressly permitted hereunder
or is beyond the reasonable control of Seller to prevent shall constitute
the non-fulfillment of the condition set forth in Section 4.6(b) and if,
despite changes or other matters described in such certificate, the Closing
occurs, Seller's representations and warranties set forth in this Agreement
shall be deemed to have been modified by all statements made in such
certificate;
(h) deliver to Purchaser such evidence as Purchaser's counsel and/or
the Title Company may reasonably require as to the authority of the person
or persons executing documents on behalf of Seller;
(i) deliver to Purchaser an affidavit duly executed by Seller stating
that Seller is not a "foreign person" as defined in the Federal Foreign
Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act;
(j) deliver to Purchaser the Leases, Operating Agreements and licenses
and permits, if any, in the possession of Seller or Seller's agents,
together with all leasing and property files and records regarding the
operation, ]casing and maintenance of the Property. Purchaser shall
cooperate with Seller for a period of seven (7) years after Closing in case
of Seller's need in response to any legal requirement, a tax audit, tax
return preparation or litigation threatened or brought against Seller, by
allowing Seller and its agents or representatives access, upon reasonable
advance written notice (which notice shall identify the nature of the
information sought by Seller), at all reasonable times to examine and make
copies of any and all instruments, files and records which were in Seller's
possession prior to Closing, which right shall survive the Closing provided
that Seller reimburses Purchaser for its reasonable out-of-pocket costs and
expenses in connection therewith;
(k) deliver to Purchaser possession and occupancy of the Property,
subject to the Permitted Exceptions;
(l) deliver to Purchaser evidence of the termination of the management
and leasing agreement with COMPASS;
(m) join with Purchaser in the execution of a closing statement
reflecting all prorations, credits and charges provided herein in a form
reasonably satisfactory to Seller and Purchaser;
(n) join with Purchaser in the execution of closing escrow
instructions in customary form reasonably acceptable to Seller and
Purchaser; and
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(o) deliver such additional documents as shall be reasonably required
to consummate the transaction contemplated by this Agreement.
4.3 Purchaser's Obligations at Closing. At Closing, Purchaser shall:
(a) pay to Seller the full amount of the Purchase Price, as increased
or decreased by prorations and adjustments as herein provided, in
immediately available wire transferred funds pursuant to Section 1.5 above,
it being agreed that at Closing the ▇▇▇▇▇▇▇ Money shall be delivered to
Seller and applied towards payment of the Purchase Price;
(b) join Seller in execution of the instruments described in Sections
4.2(c), 4.2(d), 4.2(f), 4.2(m) and 4.2(n) above;
(c) deliver to Seller such evidence as Seller's counsel and/or the
Title Company may reasonably require as to the authority of the person or
persons executing documents on behalf of Purchaser; and
(d) deliver such additional documents as shall be reasonably required
to consummate the transaction contemplated by this Agreement.
4.4 Credits and Prorations.
(a) The following shall be apportioned with respect to the Property as
of 12:01 a.m., on January 1, 1997 (the "Proration Date"):
(i) rents, if any, as and when collected (the term "rents" as
used in this Agreement includes all payments due and payable by
tenants under the Leases, including, without limitation, any deposits
of estimated amounts of operating expenses, but not estimated amounts
of 1995 real estate taxes and 1996 operating expenses for which Seller
is entitled to all payments);
(ii) payments under the Operating Agreements;
(iii) gas, electricity and other utility charges for which
Seller is liable, if any, such charges to be apportioned at Closing on
the basis of the most recent meter reading occurring prior to Closing;
and
(iv) any other operating expenses or other items pertaining to
the Property which are customarily prorated between a purchaser and a
seller in the area in which the Property is located, other than
general real estate taxes and assessments levied against the Property
for the year 1996 (the "Taxes").
(b) Notwithstanding anything contained in the foregoing provisions:
(i) At Closing, (A) Seller shall, at Seller's option either
deliver to Purchaser any security deposits pursuant to the Leases or
credit to the account of
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Purchaser the amount of such security deposits (to the extent such
security deposits are not applied against delinquent rents or otherwise as
provided in and in accordance with the Leases), and (B) Purchaser shall credit
to the account of Seller all refundable cash or other deposits posted with
utility companies serving the Property that are effectively assigned to
Purchaser.
(ii) Purchaser shall pay the Taxes prior to their becoming delinquent.
(iii) As to gas, electricity and other utility charges referred to in
Section 4.4(a)(iv) above, Seller may on notice to Purchaser elect to pay one or
more of all of said items accrued to the date hereinabove fixed for
apportionment directly to the person or entity entitled thereto, and to the
extent Seller so elects, such item shall not be apportioned hereunder, and
Seller's obligation to pay such item directly in such case shall survive the
Closing.
(iv) Purchaser shall be responsible for the payment of (A) all Tenant
Inducement Costs (as hereinafter defined) and leasing commissions, including
those payable to COMPASS Management and Leasing, Inc. ("COMPASS"), which become
due and payable (whether before or after Closing) as a result of any new Leases
or renewals or expansions of existing Leases described on EXHIBIT 4.4(b)(iv)(A)
hereto entered into between November 4, 1996 and the date of closing, (B) all
Tenant Inducement Costs arising from Leases in existence prior to November 4,
1996 with respect to work or improvements to be performed pursuant to such
Leases after the date of Closing which are not described on EXHIBIT
4.4(b)(iv)(B) hereto, and (C) all Tenant Inducement Costs and leasing
commissions with respect to new leases or renewals or expansions of existing
Leases entered into by Purchaser after Closing, including any leasing
commissions payable to COMPASS or cooperating broker in accordance with the
terms of the Management and Leasing Agreement dated October 1, 1993 between
Seller and COMPASS and any agreement described on EXHIBIT 1.1(e), or as may
otherwise be agreed or by COMPASS, the cooperating broker and Purchaser, with
respect to new leases or renewals or expansions of existing Leases entered into
by Purchaser within ninety (90) days of Closing with the parties listed on
EXHIBIT 4.4(b)(iv)(C) hereto. Seller shall be responsible for the cost to
complete the voice evacuation system and for all Tenant Inducement Costs and
leasing commissions which become due and payable (whether before or after
Closing) with respect to the Leases, renewals or expansions described on EXHIBIT
4.4(b)(iv)(b) hereto. If, as of the date of Closing, Seller shall have paid any
Tenant Inducement Costs or leasing commissions for which Purchaser is
responsible pursuant to the foregoing provisions, Purchaser shall reimburse
Seller therefor at Closing. If after the date of Closing, Purchaser pays any
costs of completing the voice evacuation system or any Tenant Inducement Costs
or leasing commissions for which Seller is responsible pursuant to the foregoing
provisions, Seller shall reimburse Purchaser therefor within fifteen (15) days
of Purchaser's request accompanied by applicable invoices. For purposes hereof,
the term "Tenant Inducement Costs" shall mean any out-of-pocket payments
required under a Lease to be paid by the landlord thereunder to or for the
benefit
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of the tenant thereunder which is in the nature of a tenant inducement,
including specifically, without limitation, tenant improvement costs,
construction management fees (including those payable to COMPASS while it was
property manager), lease buyout costs, and moving, design and refurbishment
allowances, in each case as, set forth in the Lease, the management agreement
with COMPASS or otherwise disclosed to Purchaser in writing. The term "Tenant
Inducement Costs" shall not include loss of income resulting from any free
rental period, it being agreed that Seller shall bear the loss resulting from
any free rental period until the date of Closing and that Purchaser shall bear
such loss from and after the date of Closing. Purchaser shall have no obligation
for and shall not assume or be responsible for any leasing commissions other
than those described in this SECTION 4.4(b)(iv).
(v) Unpaid and delinquent rent collected by Seller and Purchaser after the
date of Closing shall be delivered as follows: (a) if Seller collects any unpaid
or delinquent rent for the Property, Seller shall, within fifteen (15) days
after the receipt thereof, deliver to Purchaser any such rent which Purchaser is
entitled to hereunder relating to the Proration Date and any period thereafter,
and (b) if Purchaser collects any unpaid or delinquent rent from the Property,
Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to
Seller any such rent which Seller is entitled to hereunder relating to the
period prior to the Proration Date. Seller and Purchaser agree that all rent
received by Seller or Purchaser after the date of Closing shall be applied first
to current rentals and then to delinquent rentals, if any, in inverse order of
maturity. Purchaser will make a good faith effort after Closing to collect all
rents in the usual course of Purchaser's operation of the Property, but
Purchaser will not be obligated to institute any lawsuit or other collection
procedures to collect delinquent rents. Reasonable collection costs with respect
to delinquent rents shall be apportioned equitably to pre and post closing
delinquent rents. In the event that there shall be any rents or other charges
under any Leases which, although relating to a period prior to the Proration
Date, do not become due and payable until after Closing or are paid prior to
Closing but are subject to adjustment after Closing (such as reimbursements for
1995 real estate taxes and year end operating expense reimbursements and the
like), then any rents or charges of such type received by Purchaser or its
agents or Seller or its agents subsequent to Closing shall, to the extent
applicable to a period extending through the Proration Date, be prorated between
Seller and Purchaser's of the Proration Date and Seller's portion thereof shall
be remitted promptly to Seller by Purchaser.
(vi) Seller shall pay all Operating expenses incurred prior to the
Proration Date and Purchaser shall pay all operating expenses incurred on and
after the Proration Date. A final statement shall be prepared by Seller and
Purchaser indicating Operating expenses for the Property for the year 1996 and
real estate taxes paid in 1996 and setting forth the payments made by each
tenant with respect thereto. Any underpayments Of operating expenses and real
estate taxes paid in 1996 by tenants shall be billed to tenant and paid to
Seller. Any overpayments of operating expenses and real estate taxes paid in
1996 by tenants
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shall be paid to tenants by Seller. At Seller's option, Seller may
credit Purchaser at Closing for the estimate of any such overpayments
and the parties shall make an appropriate adjustment at such time as
the actual amount of such overpayment is determined.
(c) To the extent any prorations are based upon estimated amounts,
such prorations shall be adjusted when actual amounts are finally
determined.
(d) The provisions of this Section 4.4 shall survive Closing.
4.5 Closing Costs. Seller shall pay (a) the fees of any counsel
representing it in connection with this transaction, (b) the fee for the title
examination and the Title Commitment and the premium for the Owner's Policy of
Title Insurance (with the endorsements described on EXHIBIT 2.4) to be issued to
Purchaser by the Title Company at Closing, (c) the cost of the Survey, (d) the
transfer tax imposed by the State of Illinois and the County of ▇▇▇▇, and (e)
one-half (1/2) of any escrow fees and closing fees which may be charged by the
Escrow Agent or Title Company. Purchaser shall pay (v) the transfer tax imposed
by the City of Chicago; (w) the fees of any counsel representing Purchaser in
connection with this transaction; (x) fees for recording the deed conveying the
Property to Purchaser; the fee for any other endorsements required by Purchaser
to the Owner's Policy of Title Insurance to be issued to Purchaser by the Title
Company at Closing; and (z) one-half (1/2) of any escrow fees and closing fees
charged by the Escrow Agent or Title Company. All other costs and expenses
incident to this transaction and the closing thereof shall be paid by the party
incurring same.
4.6 Conditions Precedent to Obligation of Purchaser. The obligation of
Purchaser to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date of Closing of all of the following conditions,
any or all of which may be waived in writing by Purchaser in its sole
discretion:
(a) Seller shall have delivered to Purchaser all of the items required
to be delivered to Purchaser pursuant to the terms of this Agreement,
including but not limited to, those provided for in Section 4.2.
(b) All of the representations and warranties of Seller contained in
this Agreement shall be true and correct in all material respects as of the
date of Closing (with appropriate modifications permitted under this
Agreement).
(c) Seller shall have performed and observed, in all material
respects, all covenants and agreements of this Agreement to be performed
and observed by Seller as of the date of Closing.
(d) Purchaser shall have received a Tenant Estoppel from or a Seller
Estoppel with respect to (i) each tenant leasing in excess of 15,000
rentable square feet (together, the "Major Tenants"), and (ii) such other
tenants under Leases so that Purchaser shall receive Tenant Estoppels or
Seller Estoppels from or with respect to tenants (including the Major
Tenants) leasing at least 570,000 rentable square feet.
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In the event any of the foregoing conditions are not fulfilled or waived in
writing by Purchaser by Closing, this Agreement shall terminate and the ▇▇▇▇▇▇▇
Money shall be returned to Purchaser.
4.7 Conditions Precedent to Obligation of Seller. The obligation of
Seller to consummate the transaction hereunder shall be subject to the
fulfillment on or before the date of Closing of all of the following conditions,
any or all of which may be waived in writing by Seller in its sole discretion:
(a) Seller shall have received the Purchase Price as adjusted pursuant
to and payable in the manner provided for in this Agreement.
(b) Purchaser shall have delivered to Seller all of the items required
to be delivered to Seller pursuant to the terms of this Agreement,
including but not limited to, those provided for in Section 4.3.
(c) All of the representations and warranties of Purchaser contained
in this Agreement shall be true and correct in all material respects as of
the date of Closing.
(d) Purchaser shall have performed and observed, in all material
respects, all covenants and agreements of this Agreement to be performed
and observed by Purchaser as of the date of Closing.
In the event any of the foregoing conditions are not fulfilled or waived in
writing by Seller by Closing, this Agreement shall terminate and the ▇▇▇▇▇▇▇
Money shall be returned to Purchaser.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 Representations and Warranties of Seller. Seller hereby makes the
following representations and warranties to Purchaser as of the Effective Date:
(a) Organization and Authority.Seller has been duly organized and is
validly existing under the laws of the State of Illinois. Seller has the
full right and authority to enter into this Agreement and to transfer all
of the Property to be conveyed by Seller pursuant hereto and to consummate
or cause to be consummated the transactions contemplated herein to be made
by Seller. The person signing this Agreement on behalf of Seller is
authorized to do so.
(b) Pending Actions. There is no action, suit, arbitration,
unsatisfied order or judgment, governmental investigation or proceeding
pending or threatened against Seller, the Property or the transactions
contemplated by this Agreement, which, if adversely determined, could
individually or in the aggregate have a material adverse effect on title to
the Property or any portion thereof or which could in any material way
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interfere with the consummation by Seller of the transaction contemplated
by this Agreement.
(c) Leases. Seller is the lessor or landlord or the successor lessor
or landlord under the Leases. Except as set forth in the Lease Schedule,
there are no other leases or occupancy agreements to which Seller is a
party affecting the Property. Except as otherwise set forth in the Leases,
no presently effective rent concessions have been given to any tenants and
no rent has been paid more than thirty (30) days in advance by any tenants
respecting a period subsequent to the Closing. Except as forth in EXHIBIT
5.1(c) hereto or as otherwise disclosed to Purchaser, no tenants have
asserted in writing any claims, defenses or offsets to rent. To Seller's
knowledge, except as set forth in EXHIBIT 5.1(c) hereto or as otherwise
disclosed to Purchaser, no material default, delinquency or breach exists
on the part of any tenant. There are no material defaults or breaches on
the part of the landlord under any Lease. In the event that any Tenant
Estoppel delivered to Purchaser with respect of any Lease shall contain any
statement of fact, information or other matter which is inconsistent with
the matters stated in Seller's representations in this Section 5.l(c), the
Tenant estoppel shall control and Seller shall have no liability for any
claim based upon a breach of representation regarding such statement of
fact, information or other matter contained in the Tenant Estoppel unless
such claim arises out of an intentional misrepresentation of Seller.
Notwithstanding anything to the contrary contained in this Agreement, but
without limiting any of Seller's other representations and warranties
contained in this Agreement, Seller does not represent or warrant that any
particular Lease will be in force or effect at Closing or that the tenants
under the Leases will have performed their obligations thereunder. Except
as disclosed to Purchaser, Landlord has received no written notice of any
tenant's intent to terminate its Lease. The termination of any Lease prior
to Closing by reason of the tenant's default shall nor entitle Purchaser to
an abatement of or credit against the Purchase Price or give rise to any
other claim on the part of Purchaser.
(d) Lease Brokerage. There are no lease brokerage agreements, leasing
commission agreements or other agreement providing for payments of any
amounts for leasing activities or procuring tenants with respect to the
Property other than as disclosed in EXHIBIT 1.1(e) or EXHIBIT 4.4(b)(iv)
(C).
(e) No Violations. Except as described on EXHIBIT 5.1(e) hereto,
Seller has not received prior to the Effective Date any written
notification from any governmental or public authority and has "no
knowledge (i) that the Property is in violation of any applicable fire,
health, building, use, "occupancy or zoning laws, other than ADA (as
hereinafter defined), where such violation remains outstanding or (ii) that
any work is required to be done upon or in connection with the Property in
order to comply with said laws, where such work remains outstanding.
(f) Taxes and Assessments. True and complete copies of the most recent
real estate tax bills for the Property have been delivered to Purchaser.
(g) Condemnation. To Seller's knowledge, no condemnation proceedings
relating to the Property are pending or threatened.
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(h) Insurance. Seller has not received any written notice from any
insurance company or board of fire underwriters of any defects or
inadequacies in or on the Property or any part or component thereof that
would materially and adversely affect the insurability of the Property or
cause any material increase in the premiums for insurance for the Property
that have not been cured or repaired.
(i) Environmental Matters. Except as set forth in any environmental
assessment reports in Seller's possession and disclosed to Purchaser or as
otherwise disclosed to Purchaser, Seller has no knowledge of any releases
of Hazardous Substances affecting the Property in violation of
environmental statutes, ordinances or regulations affecting the Property
and Seller has received no written notification that any governmental or
quasi-governmental authority has determined that there are any violations
of environmental statutes, ordinances or regulations affecting the
Property. As used herein, "Hazardous Substances" means all hazardous
materials, substances, pollutants, contaminants, or wastes (including
asbestos, petroleum, formaldehyde and polychlorinated biphenyls) currently
identified as a hazardous substance or waste in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (commonly
known as "CERCLA"), as amended, the Superfund Amendments and
Reauthorization Act (commonly known as "▇▇▇▇"), the Resource Conservation
and Recovery Act (commonly known as "RCRA"), or any other federal, state or
local legislation, ordinances or regulations applicable to the Property.
(j) Taxes. Seller has paid and shall pay all income taxes and other
taxes that are or could become a lien or charge upon the Property (except
for Taxes that are Permitted Exceptions as herein provided) and shall
indemnify and hold harmless Purchaser and the Property hereunder from any
claims, demands, liabilities or obligations in connection therewith.
(k) Options, Etc. Except for the right of first offer granted to the
limited partner in Seller pursuant to the partnership agreement of Seller
pursuant to which said limited partner made an offer to purchase the
Property on terms less favorable than the terms of this Agreement and which
offer has been rejected by the general partner in Seller, Seller has not
granted and there does not exist any option, first refusal right or other
first opportunity right to purchase the Property.
(l) Personal Property. To Seller's knowledge, Seller owns the Personal
Property described on EXHIBIT 1.1(c) hereto.
(m) Leases, Operating Agreements and Environmental Reports. To
Seller's knowledge, Seller has delivered to Purchaser or made available to
Purchaser, true and complete copies of the Leases, the Operating Agreements
and that certain Phase I Environment Report prepared by Hygienetics
Environmental Services, Inc. and dated March 18, 1996.
(n) ERISA. Seller is not an employee benefit plan as defined in
Section 3(3) of ERISA.
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5.2 Knowledge Defined. References to the "knowledge" of Seller shall refer
only to the actual knowledge of the Designated Employees (as hereinafter
defined) of Equitable Real Estate Investment Management, Inc. ("EREIM"), a
subsidiary of the general partner of Seller, and COMPASS and shall not be
construed, by imputation or otherwise, to refer to the knowledge of Seller, any
partner of Seller, EREIM, COMPASS or any affiliate of either of them, to any
property manager, or to any other officer, agent, manager, representative or
employee of Seller, any partner of Seller, EREIM or COMPASS or any affiliate
thereof or to impose upon such Designated Employees any duty to investigate the
matter to which such actual knowledge, or the absence thereof, pertains. As used
herein, the term "Designated Employees" shall refer to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of
EREIM and ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ of COMPASS.
5.3 Survival of Seller's Representations and Warranties. The
representations and warranties of Seller set forth in Section 5.1 as updated by
the certificate of Seller to be delivered to Purchaser at Closing in accordance
with Section 4.2(g) hereof, shall survive Closing for a period of one year.
No claim for a breach of any representation or warranty of Seller shall be
actionable or payable (a) if the breach in question results from or is based on
a condition, state of facts or other matter which was known to Purchaser prior
to Closing, (b) unless the valid claims for all such breaches collectively
aggregate more than Two Hundred Fifty Thousand Dollars ($250,000), in which
event the full amount of such claims shall be actionable, and (c) unless
written notice containing a description of the specific nature of such breach
shall have been given by Purchaser to Seller prior to the expiration of said
one year period and an action shall have been commenced by Purchaser against
Seller within eighteen months of Closing. Notwithstanding the foregoing, the
limitations set forth in clause (b) above shall not apply to a breach of the
representation and warranty contained in Section 5.1(j) or to any claim under a
Seller Estoppel.
5.4 Covenants of Seller. Seller hereby covenants with Purchaser as
follows:
(a) From the Effective Date hereof until the Closing or earlier
termination of this Agreement, Seller shall use reasonable efforts to
operate and maintain the Property in a manner generally consistent with the
manner in which Seller has operated and maintained the Property prior to
the date hereof.
(b) Seller shall use reasonable efforts but without obligation to
incur any cost or expense) to obtain and deliver to Purchaser prior to
Closing, a written estoppel certificate in the form of EXHIBIT 5.4(b)(1)
attached hereto and made a part hereof signed by each tenant occupying
space in the Improvements. The signed certificates are referred to herein
as the "Tenant Estoppels". In the event that any such Tenant Estoppels are
not so obtained and delivered, Seller shall have the right to execute and
deliver to Purchaser at the Closing a certificate (hereinafter referred to
as a "Seller Estoppel") in favor of Purchaser in the form of EXHIBIT
5.4(b)(2) attached hereto and made a part hereof with respect to tenants
under Leases for which a Tenant Estoppel has not been obtained; provided,
however, Seller shall be obligated to deliver Seller Estoppels to the
extent required so that Purchaser shall have received Tenant Estoppels and
Seller Estoppels with respect to an aggregate of 500,000 rentable square
feet.
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(c) A copy of any renewal or expansion of an existing Lease or of any
new Lease which Seller wishes to execute between the Effective Date and the
date of Closing will be submitted to Purchaser prior to execution by
Seller. Seller will not execute any such renewal or expansion of any
existing Lease or any such new Lease without the prior written consent of
Purchaser.
(d) In the event of loss or damage to the Property or any portion
thereof occurring between the Effective Date and the date of Closing,
Seller agrees to maintain its business interruption insurance covering the
Property after Closing until the repairs have been completed.
5.5 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller:
(a) Purchaser is not acquiring the Property with the assets of an
employee benefit plan as defined in Section 3(3) Of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
(b) Purchaser has the full right, power and authority to purchase the
Property as provided in this Agreement and to carry out Purchaser's
obligations hereunder, and all requisite action necessary to authorize
Purchaser to enter into this Agreement and to carry out its obligations
hereunder have been, or by the Closing will have been, taken. The person
signing this Agreement on behalf of Purchaser is authorized to do so.
(c) There is no action, suit, arbitration, unsatisfied order or
judgment, government investigation or proceeding pending against Purchaser
which, if adversely determined, could individually or in the aggregate
materially interfere with the consummation of the transaction contemplated
by this Agreement.
5.6 Survival of Purchaser's Representations and Warranties. The
representation and warranties of Purchaser set forth in Section 5.5(a) shall
survive Closing and shall be a continuing representation and warranty without
limitation; Purchaser shall survive Closing for a period of one year.
5.7 Covenants of Purchaser. Purchaser hereby covenants with Seller that
Purchaser shall, in connection with its investigation of the Property during the
Inspection Period, inspect the Property for the presence of Hazardous Substances
(as defined in Section 5.l(i) hereof), and shall furnish to Seller copies of any
reports received by Purchaser in connection with any such inspection. Purchaser
hereby assumes full responsibility for such inspections and, except for claims
based on representations or warranties contained in Section 5.l(i), irrevocably
waives any claim against Seller arising from the presence of Hazardous
Substances on the Property. Purchaser shall also furnish to Seller copies of any
other reports received by Purchaser relating to any other inspections of the
Property conducted on Purchaser's behalf, if any (including, specifically,
without limitation, any reports analyzing compliance of the Property with the
provisions of the Americans with Disabilities Act ("ADA"), 42 U.S.C. section
12101, et Seq., if applicable).
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5.8 CAISSONS LICENSE FEES. The parties acknowledge that certain
caissons comprising the foundation of the Improvements encroach into the public
way. In the event the City of Chicago requires a permit or license for the
maintenance of said encroachment and the City of Chicago imposes a fee in
connection therewith, Seller agrees to pay any portion of such fee which may be
imposed for the period prior to Closing. Purchaser agrees that it will not
initiate any action to obtain such permit or license and will keep Seller
apprised of any actions by the City of Chicago to require such permit or
license and to impose any fee in connection therewith. The parties will
cooperate in opposing any attempts by the City of Chicago to impose any fee for
the maintenance of said encroachments.
ARTICLE VI
DEFAULT
6.1 DEFAULT BY PURCHASER. If Purchaser defaults in the performance
of any material obligation hereunder for any reason other than Seller's
default, or the representation and warranty of Purchaser set forth in Section
5.5(a) is not true at Closing. Seller shall be entitled, as its sole remedy,
to terminate this Agreement and receive the ▇▇▇▇▇▇▇ Money as liquidated damages
for the breach of this Agreement, it being agreed between the parties hereto
that the actual damages to Seller in the event of such breach are impractical
to ascertain and the amount of the ▇▇▇▇▇▇▇ Money is a reasonable estimate
thereof.
6.2 DEFAULT BY SELLER. In the event that Seller fails to consummate
the transaction contemplated by this Agreement for any reason other than
Purchaser's default or the permitted termination of this Agreement by Seller or
Purchaser as herein expressly provided, Purchaser shall be entitled, as its
sole remedy, either (a) to receive the return of the ▇▇▇▇▇▇▇ Money and the
payment by Seller for all out-of-pocket costs and expenses incurred by Purchaser
in connection with this Agreement up to a maximum amount of $300,000, which
return and payment shall operate to terminate this Agreement and release Seller
from any and all liability hereunder, or (b) to enforce specific performance of
Seller's obligations hereunder. Purchaser expressly waives its rights to seek
additional damages in the event of Seller's default hereunder. Purchaser shall
be deemed to have elected to terminate this Agreement and receive back the
▇▇▇▇▇▇▇ Money if Purchaser fails to file suit for specific performance against
Seller in a court having jurisdiction in the county and state in which the
Property is located, on or before ninety (90) days following the date upon
which Closing was to have occurred.
ARTICLE VII
RISK OF LOSS
7.1 MINOR DAMAGE. In the event of loss or damage to the Property or
any portion thereof which is not "major" (as hereinafter defined), this
Agreement shall remain in full force and effect provided Seller assigns to
Purchaser all of Seller's right, title and interest to any claims and proceeds
Seller may have with respect to any casualty insurance policies, business
interruption insurance policies (for the period following Closing) or
condemnation awards
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relating to the premises in question. The Purchase Price shall be reduced by
an amount equal to the deductible amount under Seller's insurance policy. Upon
Closing, full risk of loss with respect to the Property shall pass to
Purchaser.
7.2 MAJOR DAMAGE. In the event of a "major" loss or damage, either
Seller or Purchaser may terminate this Agreement by written notice to the other
party, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser. If
neither Seller nor Purchaser elects to terminate this Agreement within three
(3) days after Seller sends Purchaser written notice of the occurrence of major
loss or damage, then Seller and Purchaser shall be deemed to have elected to
proceed with Closing, in which event Seller shall assign to Purchaser all of
Seller's right, title and interest to any claims and proceeds Seller may have
with respect to any casualty insurance policies, business interruption
insurance policies (for the period following Closing) or condemnation awards
relating to the premises in question. The Purchase Price shall be reduced by
an amount equal to the deductible amount under Seller's insurance policy. Upon
Closing, full risk of loss with respect to the Property shall pass to
Purchaser.
7.3 DEFINITION OF "MAJOR" LOSS OR DAMAGE. For purposes of Section 7.1
and 7.2, "major" loss or damage refers to the following: (i) loss or damage to
the Property or any portion thereof such that the cost of repairing or
restoring the premises in question to a condition substantially identical to
that of the premises in question prior to the event of damage would be, in the
opinion of an architect selected by Seller and reasonably approved by
Purchaser, equal to or greater than One Hundred Thousand and No/100 Dollars
($100,000.00), and (ii) any loss due to a condemnation which permanently and
materially impairs the current use of the Property. If Purchaser does not give
notice to Seller of Purchaser's reasons for disapproving an architect within
two (2) days after receipt of notice of the proposed architect, Purchaser shall
be deemed to have approved the architect selected by Seller.
ARTICLE VIII
COMMISSIONS
8.1 BROKERAGE COMMISSIONS. Each party represents to the other that
there has been no broker or finder engaged in connection with the sale of the
Property other than ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Incorporated and ▇▇▇▇▇ Camins &
Swartchild (the "Brokers"). Seller agrees to pay the fee payable to ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co., Incorporated and Purchaser agrees to pay any fee payable to ▇▇▇▇▇
Camins & Swartchild in connection with the transaction contemplated hereby.
Each party agrees that should any claim be made for brokerage commissions or
finder's fees by any broker or finder other than the Brokers by, through or on
account of any acts of said party or its representatives, said party will
indemnify and hold the other party free and harmless from and against any and
all loss, liability, cost, damage and expense in connection therewith. The
provisions of this paragraph shall survive Closing.
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ARTICLE IX
DISCLAIMERS AND WAIVERS
9.1 No Reliance on Documents. Except as expressly stated herein or in
documents or certificates delivered pursuant hereto at Closing, Seller makes no
representation or warranty as to the accuracy or completeness of any materials,
data or information delivered by Seller to Purchaser in connection with the
transaction contemplated hereby. Purchaser acknowledges and agrees that all
materials, data and information delivered by Seller to Purchaser in connection
with the transaction contemplated hereby are provided to Purchaser as a
convenience only and that any reliance on or use of such materials, data or
information by Purchaser shall be at the sole risk of Purchaser, except as
otherwise expressly stated herein or in documents or certificates delivered
pursuant hereto at Closing. Without limiting the generality of the foregoing
provisions, Purchaser acknowledges and agrees that (a) any environmental or
other report with respect to the Property which is delivered by Seller to
Purchaser shall be for general informational purposes only, (b) Purchaser shall
not have any right to rely on any such report delivered by Seller to Purchaser,
but rather will rely on its own inspections and investigations of the Property
and any reports commissioned by Purchaser with respect thereto, and (c) absent a
breach of representation or warranty, neither Seller, any affiliate of Seller
nor the person or entity which prepared any such report delivered by Seller to
Purchaser shall have any liability to Purchaser for any inaccuracy in or
omission from any such report.
9.2 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN
DOCUMENTS OR CERTIFICATES DELIVERED PURSUANT HERETO AT CLOSING, IT IS
UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE
ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESSED OR
IMPLIED, WITH RESPECT TO PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE TO BE
SET FORTH IN THE DEED AND THE ▇▇▇▇ OF SALE), ZONING, TAX CONSEQUENCES LATENT OR
PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR
PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY
WITH GOVERNMENTAL LAWS, THE TRUTH ACCURACY OR COMPLETENESS OF THE PROPERTY
DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO
PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER
ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO
PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL
FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT OR
IN DOCUMENTS OR CERTIFICATES DELIVERED PURSUANT HERETO AT CLOSING. SELLER IS
NOT LIABLE FOR OR BOUND BY, ANY EXPRESSED IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR
RELATING THERETO (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, PROPERTY
INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE
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PROPERTY) MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY
REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO
WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS
SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN DOCUMENTS OR CERTIFICATES
DELIVERED PURSUANT HERETO AT CLOSING. PURCHASER REPRESENTS TO SELLER THAT
PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS
OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE
CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION
TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED
FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT
THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS
ARE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN DOCUMENTS OR CERTIFICATES
DELIVERED PURSUANT HERETO AT ClOSING. UPON CLOSING, PURCHASER SHALL ASSUME THE
RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS
AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE
WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S PARTNERS AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND
AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF
ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING
ATTORNEYS' FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR
UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER (AND
SELLER'S PARTNERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR
PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE
LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS) AND ANY AND ALL
OTHER ACTS, OMISSIONS, EVENTS. CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY
UNLESS SUCH CLAIM RESULTS FROM A BREACH OF ANY APPLICABLE REPRESENTATION OR
WARRANTY OF SELLER HEREUNDER OR IN ANY DOCUMENT OR CERTIFICATE DELIVERED
PURSUANT HERETO AT CLOSING, SUBJECT TO THE PROVISIONS OF SECTION 5.3. PURCHASER
AGREES THAT SHOULD ANY CLEANUP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES
OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF
CLOSING, PURCHASER SHALL MAKE NO CLAIM OR DEMAND AGAINST SELLER TO PROVIDE OR
PAY FOR ALL OR ANY PART OF SUCH CLEAN-UP, REMOVAL OR REMEDIATTON UNLESS SUCH
CLAIM RESULTS FROM A BREACH OF ANY APPLICABLE REPRESENTATION OR WARRANTY
HEREUNDER OR IN ANY DOCUMENT OR CERTIFICATE DELIVERED PURSUANT HERETO AT
CLOSING, SUBJECT TO THE PROVISIONS OF SECTION 5.3.
-20-
21
9.3 Effect and Survival of Disclaimers. Seller and Purchaser agree that
the provisions of this Article IX shall survive Closing.
ARTICLE X
MISCELLANEOUS
10.1 Intentionally Omitted.
10.2 Public Disclosure. Any release to the public of information with
respect to the sale contemplated herein or any matters set forth in this
Agreement prior to Closing or during the first four months following Closing,
other than as may be required or desirable under applicable law, will be made
only in the form approved by Purchaser and Seller and their respective counsel.
10.3 Discharge of Obligations. The acceptance of the Deed by Purchaser
shall be deemed to be a full performance and discharge of every representation
and warranty made by Seller herein and every agreement and obligation on the
part of Seller to be performed pursuant to the provisions of this Agreement,
except those which are herein specifically stated to survive Closing.
10.4 Assignment. Purchaser may not assign its rights under this Agreement
without first obtaining Seller's written approval, which approval may be given
or withheld in Seller's sole discretion. Under no circumstances shall Purchaser
have the right to assign this Agreement to any person or entity owned or
controlled by an employee benefit plan if Seller's sale of the Property to such
person or entity would, in the reasonable opinion of Seller's ERISA advisor,
create or otherwise cause a "prohibited transaction" under ERISA. In the event
Purchaser assigns this Agreement or transfers any ownership interest in
Purchaser, and such assignment or transfer would make the consummation of the
transaction hereunder a "prohibited transaction" under ERISA and necessitate the
termination of this Agreement then Purchaser shall be in default hereunder.
10.5 Notices. Any notice pursuant to this Agreement shall be given in
writing by (a) personal delivery, or (b) reputable overnight delivery service
with proof of delivery, or (c) United States Mail, postage prepaid, registered
or certified mail, return receipt requested, sent to the intended addressee at
the address set forth below, or to such other address or to the attention of
such other person as the addressee shall have designated by written notice sent
in accordance herewith, and shall be deemed to have been given either at the
time of personal delivery, or, in the case of expedited delivery service or
mail, as of the date of first attempted delivery during normal business hours at
the address and in the manner provided herein. Unless changed in accordance with
the preceding sentence, the addresses for notices given pursuant to this
Agreement shall be as follows:
-21-
22
If to Seller:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Limited Partnership
c/o Equitable Real Estate Investment
Management, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Equitable Real Estate Investment Management, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
and to: The Equitable Life Assurance Society of the United
States
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇ ▇▇▇▇▇
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
and to: ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Zavis
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser: Overseas Partners Capital Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Legal Department
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Overseas Partners Ltd.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇ Bermuda
Attn.: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
-22-
23
and: ▇▇▇▇, ▇▇▇▇▇ & Cate
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
TELECOPY: (▇▇▇) ▇▇▇-▇▇▇▇
10.6 Intentionally Omitted.
10.7 Modifications. This Agreement cannot be changed orally, and no
executory agreement shall be effective to waive, change, modify or discharge it
in whole or in part unless such executory agreement is in writing and is signed
by the parties against whom enforcement of any waiver, change, modification or
discharge is sought.
10.8 Tenant Notification Letters. Purchaser shall deliver to each and every
tenant of the Property under a Lease thereof a signed statement acknowledging
Purchaser's receipt and responsibility for each tenant's security deposit to the
extent and in accordance with the Lease (to the extent delivered by Seller to
Purchaser at Closing), if any, all in compliance with and pursuant to the
applicable provisions of applicable law. The provisions of this paragraph shall
survive Closing.
10.9 Calculation of Time Periods. Unless otherwise specified, in computing
any period of time described in this Agreement, the day of the act or event
after which the designated period of time begins to run is not to be included
and the last day of the period so computed is to be included, unless such last
day is a Saturday, Sunday or legal holiday under the laws of the State in which
the Property is located, in which event the period shall run until the end of
the next day which is neither a Saturday, Sunday or legal holiday. The final day
of any such period shall be deemed to end at 5 p.m., Central Standard time.
10.10 Successors and Assigns. The terms and provisions of this Agreement
are to apply to and bind the permitted successors and assigns of the parties
hereto.
10.11 Entire Agreement. This Agreement, including the Exhibits, contains
the entire agreement between the parties pertaining to the subject matter hereof
and fully supersedes all prior written or oral agreements and understandings
between the parties pertaining to such subject matter.
10.12 Further Assurances. Each party agrees that it will without further
consideration execute and deliver such other documents and take such other
action, whether prior or subsequent to Closing, as may be reasonably requested
by the other party to consummate more effectively the purposes or subject matter
of this Agreement. Without limiting the generality of the foregoing, Purchaser
shall, if requested by Seller, execute acknowledgments of receipt with respect
to any materials delivered by Seller to Purchaser with respect to the Property.
The provisions of this Section 10.12 shall survive Closing.
-23-
24
10.13 Counterparts. This Agreement may be executed in counterparts, and all
such executed counterparts shall constitute the same agreement. It shall be
necessary to account for only one such counterpart in proving this Agreement.
10.14 Severability. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, the remainder of
this Agreement shall nonetheless remain in full force and effect.
10.15 Applicable Law. This Agreement is performable in the start in which
the Property is located and shall in all respects be governed by, and construed
in accordance with, the substantive federal laws of the United States and the
laws of such state. Seller and Purchaser hereby irrevocably submit to the
jurisdiction of any state or federal court sitting in the state in which the
Property is located in any action or proceeding arising out of or relating to
this Agreement and hereby irrevocably agree that all claims in respect of such
action or proceeding shall be heard and determined in a state or federal court
sitting in the state in which the Property is located. Purchaser and Seller
agree that the provisions of this section 10.15 shall survive the Closing of the
transaction contemplated by this Agreement.
10.16 No Third Party Beneficiary. The provisions of this Agreement and of
the documents to be executed and delivered at Closing are and will be for the
benefit of Seller and Purchaser only and are not for the benefit of any third
party, and accordingly, no third party shall have the right to enforce the
provisions of this Agreement or of the documents to be executed and delivered at
Closing.
10.17 Exhibits. The exhibits attached hereto shall be deemed to be an
integral part of this Agreement.
10.18 Captions. The section headings appearing in this Agreement are for
convenience of reference only and are not intended, to any extent and for any
purpose, to limit or define the text of any section or any subsection hereof.
10.19 Construction. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any exhibits or amendments hereto.
10.20 Termination of Agreement. It is understood and agreed that if either
Purchaser or Seller terminates this Agreement pursuant to a right of termination
granted hereunder, such termination shall operate to relieve Seller and
Purchaser from all obligations under this Agreement, except for such obligations
as are specifically stated herein to survive the termination of this Agreement.
10.21 Survival. The provisions of the following Sections of this Agreement
shall survive Closing and shall not be merged into the execution and delivery of
the Deed: 3.1; 4.2(j);4.4;5.3;5.6;5.8;8.1;9.3;10.2;10.8;10.12; and 10.15.
-24-
25
IN WITNESS WHEREOF. the parties hereto have duly executed this Agreement as
of the Effective Date.
SELLER:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED PARTNERSHIP an Illinois limited
partnership
By: The Equitable Life Assurance Society of the United States.
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Title: Investment Officer
-------------------
PURCHASER:
OVERSEAS PARTNERS CAPITAL CORP., a Delaware
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Title: President
--------------------
26
Exhibit 1.1(a)
LEGAL DESCRIPTION OF THE LAND
PARCEL 1:
LOTS 7, 8 AND 9 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST
20 FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ OF THE THIRD PRINCIPAL MERIDIAN, IN ▇▇▇▇ COUNTY,
ILLINOIS.
PARCEL 2:
THE EAST 1/4 OF ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇/▇ ▇▇ ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ 21 IN ORIGINAL TOWN OF
CHICAGO, OTHERWISE KNOWN AS LOTS 10 AND 11 IN ASSESSOR'S DIVISION OF LOTS 1, 2,
3, 7 AND 8 AND THE EAST 20 FEET OF LOT 6, ALL IN SAID BLOCK 21 IN ORIGINAL TOWN
OF CHICAGO, IN THE CITY OF CHICAGO, IN ▇▇▇▇ COUNTY, ILLINOIS.
PARCEL 3:
ALL OF ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇/▇ ▇▇ ▇▇▇ ▇ AND THE WEST 1/2 OF THE EAST 1/2 OF LOT
6, ALL IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO, IN ▇▇▇▇ COUNTY, ILLINOIS.
PARCEL 4:
THE EAST 1/4 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING SOUTH AND
ADJOINING SAID LAND IN BLOCK 21 IN THE ORIGINAL TOWN OF CHICAGO IN ▇▇▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ OF THE THIRD PRINCIPAL MERIDIAN, IN ▇▇▇▇
COUNTY, ILLINOIS.
PARCEL 5:
THE WEST 1/2 OF THE EAST 1/2 OF LOT 1 AND THAT PART OF THE VACATED ALLEY LYING
SOUTH AND ADJOINING SAID LAND IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN THE
SOUTH FRACTIONAL 1/2 OF SECTION 9 TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN ▇▇▇▇ COUNTY, ILLINOIS.
27
PARCEL 6:
LOTS 3, 5 AND 6 IN ASSESSOR'S DIVISION OF LOTS 1, 2, 3, 7 AND 8 AND THE EAST 20
FEET OF LOT 6 IN BLOCK 21 IN ORIGINAL TOWN OF CHICAGO IN ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇ OF THE THIRD PRINCIPAL MERIDIAN, IN ▇▇▇▇ COUNTY, ILLINOIS.
PARCEL 7:
THE EAST 1/2 OF ORIGINAL ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ THE ORIGINAL TOWN OF CHICAGO IN
THE SOUTH EAST 1/4 OF SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD
PRINCIPAL MERIDIAN, SOMETIMES ALSO DESCRIBED AS:
▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇, ▇, 3, 7 AND 8 AND THE EAST 20 FEET OF
▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ THE SOUTH EAST 1/4 OF SECTION
9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN ▇▇▇▇
COUNTY, ILLINOIS.
28
Exhibit 1.1(c)
OFFICE OF THE BUILDING
PERSONAL PROPERTY LIST
===============================================
TYPE OF FURNITURE NUMBER
-----------------------------------------------
Computer Stand 1
-----------------------------------------------
Tables:
Conference (Large) 1
Conference (Small) 1
Kitchen (Small) 1
Reception (Small) 2
-----------------------------------------------
Chairs:
Conference Room 10
Executive High Back 3
Kitchen 3
Reception 4
Secretarial 3
Visitors 11
-----------------------------------------------
Desks:
3
Executive 3
Secretarial
-----------------------------------------------
Credenzas 5
-----------------------------------------------
Ice Makers 1
-----------------------------------------------
Bookshelves:
Lateral 4
Vertical 4
-----------------------------------------------
IBM Series II Typewriter 1
-----------------------------------------------
(Spiral) Binding Machine 1
-----------------------------------------------
MIRTECH Security System 1
-----------------------------------------------
Minolta Fax Machine 1
-----------------------------------------------
Pitney ▇▇▇▇▇ Postage Meter 1
-----------------------------------------------
Postage Scale 1
-----------------------------------------------
Microwave Ovens 1
-----------------------------------------------
Refrigerators 1
===============================================
29
ENGINEERING DEPARTMENT
Personal Property List
--------------------------------------------------------------------------------
ITEM QUANTITY ITEM QUANTITY
--------------------------------------------------------------------------------
Drill Presses 2 Screw Drivers 20
Bench Grinders 3 Desks 3
Horizontal Bandsaw 1 Credenza's 3
Bearing Press 1 File Cabinets 8
Wet/Dry Vacs 4 Chairs 10
Refrigerant Recovery Machines 3 Roll Around Tool Box 1
Hood Volumeter 1 Tap & Die Set 1
Compac PC w/Monitor 1 3/4" Drive Socket Set 1
Laser Jet Printer 1 1/2" Drive Socket Set 1
Walkie Talkies & Charger 6 3/8" Drive Socket Set 1
Toshiba Lap-Top 1 Electric Drill Sharpener 1
Wire Cart 1 Electric Router 1
Self-Contained Breathing 2 Router Bit Kit 1
Bench Vises 2 Hole Saw Kit 1
Pipe Treading Machine 1 Glue Gun 1
Tri-Pod Pipe Vise 1 Combination Wrench 24
Cordless Drill 3/8" 2 Wood Chisel Set 1
Cordless Screwdriver 1 Electric Drills 4
Portable Band Saw 1 Electric Shears 2
Table Saw 1 Megger 1
Jig Saw 1 Multimeters 2
Circular Saw 1 Amphrobe 1
Sawzall 1 Electronic Circuit Locator 1
Hand Saw 2 Kilowatt Hour Meter 1
Hack Saw 2 Charging Sensor 1
Hammers 5 Electronic Scale 1
Manometers 2 Chart Recorders 2
Fire Extinguisher's 100 Maghelic 3
CO2 Manlift 35 Oxygen First Aid Kit 1
Electric Manlift 1 Code Key Machine 1
House Fans 1 Key Duplicative Machine 2
Parts Cabinet 3 Lock Pin Kit 1
Metal Files 8 Crow Bar 3
Metal Cabinets 10 Pinch Bar 2
Electric Welders 6 Engine Hoist 1
Scaffold Set 2 Battery Charger 1
Pipe Wrenches 1 100 h.p. Electric Motor 1
Oxy-Acet Torch Sets 12 75 h.p. Electric Motor 2
Gantry Set 2 40 h.p. Electric Motor 1
2 Ton Electric Hoist 1 30 h.p. Electric Motor 2
Chain Falls 1 25 h.p. Electric Motor 1
Vacuum Pumps 2 15 h.p. Electric Motor 1
Bottle ▇▇▇▇ 2 Garage Sweeper 1
Pallet ▇▇▇▇ 1
First Aid Kit 1
30
SECURITY DEPARTMENT
Personal Property List
=========================================================
RADIO NUMBER TYPE QUANTITY
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
▇▇ ▇-▇▇▇ ▇▇
---------------------------------------------------------
---------------------------------------------------------
TOTAL: 09 Radios
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
RADIO NUMBER TYPE QUALITY
---------------------------------------------------------
14 P-50 01
---------------------------------------------------------
05 P-50 01
---------------------------------------------------------
15 P-50 01
---------------------------------------------------------
01 SP-50 01
---------------------------------------------------------
02 SP-50 01
---------------------------------------------------------
03 SP-50 01
---------------------------------------------------------
17 SP-50 01
---------------------------------------------------------
09 SP-50 01
---------------------------------------------------------
16 SP-50 01
---------------------------------------------------------
---------------------------------------------------------
TOTAL: 09 Radios
---------------------------------------------------------
---------------------------------------------------------
TOTAL RADIOS: 18 Radios
---------------------------------------------------------
---------------------------------------------------------
06 Unit Charging Station 02
---------------------------------------------------------
P-50 Charges Single Unit 06
---------------------------------------------------------
P-100 Charges Single Unit 02
---------------------------------------------------------
---------------------------------------------------------
TOTAL CHARGERS: 10
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
Revised: 11/26/96
---------------------------------------------------------
---------------------------------------------------------
31
EXHIBIT 1.1(d)
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-----------------------------------------------------------------------------------------------------------------------
Ameritech Health Connections, Inc. 2900 Lease 05/12/93
Arbor Office Suites 700 Lease 12/10/84
Arbor Office Suites 700 Agreement 11/29/89
Arbor Office Suites 700 Storage Agreement 07/30/96
Arbor Office Suites 700 Amendment to Lease 08/31/92
▇▇▇▇ & Company, Inc. 3000 First Amendment to Lease 10/16/94
▇▇▇▇ & Company, Inc. 3000 Lease 08/25/94
▇▇▇▇ & Company, Inc. 3000 Storage Agreement Not Dated
▇▇▇▇ & Company, Inc. 3000 Subordination, Non-Disturbance Agreement 03/08/95
Barack, ▇▇▇▇▇▇▇▇▇▇, Kirchbaum & ▇▇▇▇▇▇▇ 2700 Lease 12/01/87
Barack, ▇▇▇▇▇▇▇▇▇▇, Kirchbaum & ▇▇▇▇▇▇▇ 2700 First Amendment to Lease 02/05/92
Barack, ▇▇▇▇▇▇▇▇▇▇, Kirchbaum & ▇▇▇▇▇▇▇ 2700 Second Amendment to Lease 07/16/93
Barack, ▇▇▇▇▇▇▇▇▇▇, Kirchbaum & ▇▇▇▇▇▇▇ 2700 Third Amendment to Lease 11/30/94
Barack, ▇▇▇▇▇▇▇▇▇▇, Kirchbaum & ▇▇▇▇▇▇▇ 2700 Storage Agreement 03/08/95
Bard, ▇▇▇ & ▇▇▇▇▇▇▇ Consulting Engineers 420 Lease 06/06/94
Bayerische Vereinbank AG 680 Lease 05/13/87
▇▇▇▇▇ Group 620 Letter Agreement 01/03/94
▇▇▇▇▇ Group 620 Extension Agreement 01/26/96
▇▇▇▇▇ Group 620 Extension Agreement 11/26/96
▇▇▇▇▇ Group 620 Guaranty 01/31/91
▇▇▇▇▇ Group 620 First Amendment 01/31/94
▇▇▇▇▇ Group 620 Lease 02/26/86
Boker Investment Management, Inc. 1410 Extension Agreement 02/26/86
Boker Investment Management, Inc. 1410 Second Amendment to Lease 12/19/90
Boker Investment Management, Inc. 1410 Amendment to Lease 05/04/87
Boker Investment Management, Inc. 1410 Lease 09/05/86
Bulgarian American Enterprise Fund 2080 First Amendment to Lease 08/22/95
Bulgarian American Enterprise Fund 2080 Lease 03/31/92
▇▇▇▇▇▇▇ & Radzius, Chartered 2600 Lease 11/16/84
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Chartered 2600 Amendment to Lease 07/26/87
▇▇▇▇▇▇▇ & Radzius, Chartered 2600 Second Amendment to Lease 04/27/88
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Chartered 2600 Third Amendment to Lease 02/28/91
▇▇▇▇▇▇▇ & Radzius, Chartered 2600 Fourth Amendment to Lease 08/30/91
Carnow, Conibear & Associates, Ltd. 1400 Letter of Agreement 09/20/90
32
TENANT SUITE DOCUMENT DATE
-----------------------------------------------------------------------------------------------------------------------
Carnow, Conibear & Associates, Ltd. 1400 Guaranty 06/12/85
Carnow, Conibear & Associates, Ltd. 1400 First Amendment to Lease 12/07/93
Carnow, Conibear & Associates, Ltd. 1400 Lease Not Dated
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Fourth Amendment to Lease 12/01/92
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Third Amendment to Lease 08/01/85
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Letter Agreement 10/20/94
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Amendment to Lease 10/31/85
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Addendum to Lease 05/01/85
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Lease 08/04/81
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Second Amendment to Lease 05/14/86
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Cloor 1100 & 1200 Storage Agreement 10/16/96
Chicago Title & Trust Company 2020 Lease 03/30/94
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates 1650 First Amendment to Lease 04/11/90
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates 1650 Lease 3/89
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates 1650 Third Amendment to Lease 9/95
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates 1650 Assignment of Lease 02/07/92
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates 1650 Second Amendment to Lease 11/29/93
Digital Services Corporation Roof Lease 08/01/96
Digital Services Corporation Roof Assignment and Assumption 09/30/96
Digital Services Corporation Roof Landlord's Consent of Assignment 11/21/96
Facilities Capital Corporation 1750 Lease 08/10/93
Facilities Capital Corporation 1750 First Amendment to Lease 04/21/94
Facilities Capital Corporation 1750 Guaranty 08/10/93
Facilities Capital Corporation 1750 Settlement Agreement and Release 08/28/96
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Incorporated 1430 Lease 9/94
Federal Home Loan Mortgage Corporation 210 & 2500 Amendment to Lease 09/30/86
Federal Home Loan Mortgage Corporation 210 & 2500 Second Amendment to Lease 08/29/89
Federal Home Loan Mortgage Corporation 210 & 2500 Fourth Amendment to Lease 12/31/92
Federal Home Loan Mortgage Corporation 210 & 2500 Third Amendment to Lease 01/27/92
Federal Home Loan Mortgage Corporation 210 & 2500 Fifth Amendment to Lease 01/31/95
Federal Home Loan Mortgage Corporation 210 & 2500 Lease 10/30/85
Fist Portland Corporation 240 Lease 12/04/96
Federal Home Loan Mortgage Corporation 210 & 2500 Addendum to Lease 02/08/86
Forensic Technologies International, Inc. 600 Lease 06/16/93
33
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-----------------------------------------------------------------------------------------------------------------------
Grayrock Capital Group, Inc. 1450 Lease 03/27/95
Grayrock Capital Group, Inc. 1860 First Amendment to Lease 11/10/96
Grosvenor Capital Management, L.P. 1600 Third Amendment to Lease 05/23/96
Grosvenor Capital Management, L.P. 1600 Lease 11/02/92
Grosvenor Capital Management, L.P. 1600 First Amendment to Lease 05/14/94
Grosvenor Capital Management, L.P. 1600 Second Amendment to Lease 05/23/95
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇ 510 Lease 07/22/92
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ International 820 Lease Not Dated
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ International 810 First Amendment to Lease 02/27/95
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ 2800 Lease 03/01/89
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ 2800 Addendum to Lease 05/07/89
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ 2800 First Lease Agreement 07/01/91
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ 2800 Second Lease Agreement 04/30/92
▇▇▇▇▇ ▇▇▇▇▇▇ International, Inc. 1050 Lease 04/08/93
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. First Amendment to Lease 02/27/86
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. Lease 08/10/84
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. Second Amendment to Lease 01/29/88
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. Fourth Amendment to Lease 02/28/92
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. Fifth Amendment to Lease 01/01/93
▇▇▇▇ Nuveen & Company, Incorporated 31-36 Flrs. Third Amendment to Lease 10/30/89
Karad Drug Company, Inc. Lobby Lease 9/94
Karad Drug Company, Inc. Lobby First Amendment to Lease 08/31/95
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 1700 & 1800 Agreement 11/10/95
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 1700 & 1800 Lease 04/30/95
Kensington International 610 Lease 08/30/94
Kenwood Associates, Inc. 400 Lease 02/01/96
Linda's Magic Nails ML100 Lease 01/02/96
MacKelvie & Associates 830 First Amendment to Lease 08/07/95
MacKelvie & Associates 830 Lease 09/94
National Equity Advisors, Inc. 2070 Lease 09/22/94
Nythan, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. 810 Lease 01/24/92
Pepi Corporation Lobby Lease Not Dated
Performance Analytics, Inc. 1010 Lease 05/04/92
Performance Analytics, Inc. 1010 First Amendment to Lease 07/31/96
34
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
LEASE SUMMARY
TENANT SUITE DOCUMENT DATE
-----------------------------------------------------------------------------------------------------------------------
Physician Advisors to Disability Managers 470 Lease 10/28/95
Rose & Associates 1710 Letter of Agreement 11/10/95
Rose & Associates 1710 Lease 10/18/95
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 500 First Amendment to Lease 10/31/95
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 500 Lease 12/12/91
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. 450 Lease 10/31/96
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. 450 First Amendment to Lease 09/13/96
▇▇▇▇▇▇▇ ▇. Good Realty, Inc. 450 Storage Agreement 02/01/87
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ 21-23 Flrs. Storage Agreement 02/17/94
Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ 21-23 Flrs. Lease 08/30/88
Spectra Marketing Systems, Inc. 900 Lease 05/96
Tetra Pak Inc. 1500 & 1620 First Amendment to Lease 03/14/94
Tetra Pak Inc. 1500 & 1620 Lease Not Dated
Tetra Pak Inc. 1500 & 1620 Addendum to Lease 05/91
▇▇▇▇▇▇ & ▇▇▇▇▇ Associates, Inc. 200 First Amendment to Lease 09/30/93
▇▇▇▇▇▇ & ▇▇▇▇▇ Associates, Inc. 200 Lease 03/10/86
AAR/RAILINC 2950 Third Amendment to Sublease 05/30/96
AAR/RAILINC 2950 Assumption and Consent 12/15/93
AAR/RAILINC 2950 Second Amendment to Sublease 02/23/94
AAR/RAILINC 2950 Lease 12/02/87
AAR/RAILINC 2950 First Amendment to Sublease 01/31/91
AAR/RAILINC 2950 Assumption and Consent 08/01/93
Urban Investment and Development ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to Lease 01/24/86
Urban Investment and Development 2100 Second Amendment to Lease 01/30/94
Urban Investment and Development 2100 Third Amendment to Lease 05/01/85
Urban Investment and Development 2100 Amendment to Lease 05/01/93
Urban Investment and Development 2100 Fifth Amendment to Lease 01/29/87
Urban Investment and Development 2100 Sixth Amendment to Lease 06/30/88
Urban Investment and Development 2100 Lease 05/01/83
VTEL Corporation 1060 Lease 05/96
35
Exhibit 1.1(e)
OPERATING AGREEMENT SCHEDULE
Janitorial Service Agreement with Admiral Maintenance Service, L.P. dated
September 1, 1995.
Security Office Contract with ABM Security Services dated October 1, 1996.
Elevator Maintenance Agreement with ▇▇▇▇ Elevator dated January 1, 1996.
Exterior Landscaping and Plant Maintenance Service Agreement with ▇▇▇▇▇▇▇▇
Landscape dated April 1, 1995.
Interior Landscaping and Plant Maintenance Service Agreement with Interior
Garden Services, Inc. dated April 1, 1995.
Maintenance, Mechanical and Electrical Operations Management Agreement with
Unicco Services Company dated August 15, 1996.
Fire Alarm System Test and Inspection with Advanced Fire dated September 1,
1994.
Parking Facility Management Agreement with General Parking, L.P. dated January
1, 1995.
Maintenance Service Agreement with Metal Maintenance, Inc. dated November 1,
1995.
Waste Removal Service Agreement with ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ Industries dated June 1,
1993.
Energy Management Agreement with ▇▇▇▇▇▇ & Gyr dated January 1, 1994.
Window Cleaning Agreement with BSS Services, Inc. dated October 1, 1994.
Window Equipment Maintenance Agreement with Skyline Maintenance dated March 1,
1993.
Revolving Door Maintenance Agreement with Midwest Door Services dated November
1, 1993.
Energycheck Services with Servidyne dated January 1, 1994.
Pest Control Service Agreement with C&C Pest Control dated August 1, 1996.
Copy Machine Maintenance Agreement with Minolta/Copelco Leasing dated February
26, 1994.
36
OPERATING AGREEMENT SCHEDULE
Computer Software Service/Maintenance Agreement with Sanwa Leasing dated
February 28, 1996.
Laptop Computer Service/Maintenance Agreement with Sanwa Leasing dated February
28, 1996.
Conference Room Furniture lease with Bankers Leasing dated November 1, 1996.
Communications Service Agreement with MFS/Realcom dated July 31, 1996.
Tenant Work Order Software Service/Maintenance Agreement with American Computer
Company dated November 18, 1996.
Security Card Access Service/Maintenance Agreement with Mirtech International
Security dated January 1, 1994.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and CB
Commercial Real Estate Group, Inc. dated December 6, 1996 for Nyhan, Pfister,
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, broker, dated November 15, 1996 for The ▇▇▇▇▇ Group.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and CB
Commercial Real Estate Group, Inc. dated December 6, 1996 for FTI Corporation.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and ▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ dated November 29, 1996 for Kensington International.
Lease Commission Agreement between COMPASS Management & Leasing, Inc. and ▇▇▇▇▇
Camins & Swartchild dated October 16, 1996 for ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇.
Service Agreement with Ballost and Lamp Recycling, Inc.
Maintenance Agreement/Mail Machine with Pitney ▇▇▇▇▇.
Lease Agreement with Mister Leasing Corporation dated September, 1992.
37
Exhibit 2.4
1. Zoning 3.1 (with parking and loading)
2. Owners Comprehensive
3. Survey
4. Access
5. Deletion of Creditors' Rights Exclusion
6. Tax Parcel
7. Location
8. Contiguity
9. Encroachment Endorsement for Caisson Bells
38
Exhibit 2.4(d)
PERMITTED EXCEPTIONS
1. Permanent, perpetual and exclusive easement and right of way of the
construction, maintenance, and operation of subways and tunnels, as
condemned by the City of Chicago, a municipal corporation, in case
number 39C11577, Circuit Court of ▇▇▇▇ County, Illinois, in, through
and under part of the land.
2. Encroachments of the caissons located mainly on the land over the
Southerly line of the land onto Lake Street by up to 4.86 feet, over the
Easterly line of the land onto Franklin Street by up to 3.55 feet, and
over the Northwesterly line of the land onto ▇▇▇▇▇▇ Drive by up to 5.20
feet.
39
Exhibit 4.4(b)(iv)(A)
Tenant Inducement Costs & Leasing Commissions
Base-
Base- Bldg. Leasing
Square Alterations Bldg. Capital Leasing Commissions Total Purchaser Seller
Project/Tenant Feet Alterations Expended Capital Expended Commissions Expended Expended Credit Credit
First Portland Corporation 1,127 $7,384.10 $6,119.00 $0.00 $0.00 $4,189.44 $0.00 $6,119.00 $0.00 $6,119.00
Totals $7,384.10 $6,119.00 $0.00 $0.00 $4,189.44 $0.00 $6,119.00 $0.00 $6,119.00
40
EXHIBIT 4.4(b)(iv)(B)
TENANT INDUCEMENT COSTS & LEASING COMMISSIONS
Base-Bldg. Leasing
Alterations Base-Bldg. Capital Leasing Commissions Total
Project/Tenant Square Feet Alterations Expended Capital Expended Commissions Expended Expended
-------------- ----------- ----------- -------- ------- -------- ----------- -------- --------
Performance Analytics 10,199 $ 35,695.00 $ 11,100.36 $ 7,578.00 $ 7,758.00 $ 81,989.82 $ 81,989.82 $ 100,666.18
Spectra Marketing 14,875 $383,750.00 $302.886.81 $ 0.00 $ 0.00 $111,318.34 $111,318.34 $ 414,205.15
Kenwood Associates 10,991 $ 29,126.00 $ 0.00 $ 0.00 $ 0.00 $ 70,069.10 $ 70,069.10 $ 70,069.10
Facility Capital Corporation 3,479 $ 50,000.00 $ 32,141.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 32,141.00
▇▇▇▇▇▇▇ Good Realty 7,182 $ 6,486.00 $ 6,486.00 $ 0.00 $ 0.00 $ 22,587.39 $ 22,587.39 $ 29,073.39
Nations Credit 3,702 $ 65,748.00 $ 5,775.00 $ 0.00 $ 0.00 $ 10,841.35 $ 10,841.35 $ 16,616.35
Voice Evacuation System(1) $ 0.00 $ 0.00 $640,000.00 $560,000.00 $ 0.00 $ 0.00 $ 560,000.00
Totals $573,805.00 $358,389.17 $647,578.00 $567,576.00 $296,806.00 $296,806.00 $1,222,771.17
(1) Completion of the Voice Evacuation System is anticipated for first quarter
1997 at an additional cost of $80,000.
41
EXHIBIT 4.4(b)(iv)(C)
December 20, 1996
Protected Transactions for Compass Management and Leasing, Inc.
Transaction Name Square Footage/Floor Cooperating Broker
---------------- -------------------- ------------------
1. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ International 1,111 rsf/9 or 18 None.
2. MacKelvie and Associates 3,924 rsf/9 None.
3. Nyhan, Pfister, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ 10,497 rsf/8 CB Commercial.
4. FTI International 7,899 rsf/6 CB Commercial.
5. The ▇▇▇▇▇ Group 1,300/9,2 or 18 ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
6. ▇▇▇▇ Nuveen & Company, Inc. 4,833 rsf/30 None. Nuveen compensating
▇▇▇▇ ▇▇▇▇ Company.
7. ▇▇▇▇ & Company 3,600 rsf/30 None.
8. Spectra Marketing 2,045 rsf/9 None.
9. Bayerische Vereinsbank 6,500 rsf/6 ▇▇▇▇▇▇▇▇▇.
10. Ameritech 16,000 rsf/3 Equis
11. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 3,500 rsf/14 or 6 None.
12. Kensington International 1,929 rsf/6 ▇▇▇▇▇, Carrins & Swartchild.
13. KSM Associates, Inc. 1,781 rsf/16 None.
14. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ 49,516 rsf/10, 11 and 12 ▇▇▇▇▇, Carrins & Swartchild.
15. ▇▇▇▇ Nuveen & Company, Inc. 116,722 rsf/30-36 ▇▇▇▇ ▇▇▇▇ Company.
16. Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ 126,235 rsf/19-24 LaSalle Partners.
17. ▇▇▇▇ & Company 10,285 rsf/29 None.
18. ▇▇▇▇▇▇ Worldwide Inc. 7,572 rsf/17 Equity Resources.
19. ▇▇▇▇▇, Hammesfahr & ▇▇▇▇▇ 5,000 rsf/20 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
20. 2020 Associates 4,500 rsf/20 or 6 None.
21. Fakhra Travel 1,000/2 None.
22. United Advertising 3,000 rsf/9 or 2 ▇▇▇▇▇ Carrins & Swartchild.
23. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group 7,572 rsf/17 ▇▇▇▇▇ & ▇▇▇▇▇.
24. CMW Mortgage 2,500 rsf/2 U.S. Equities Realty.
25. ▇▇▇▇▇▇ 16,000 rsf/3 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇.
26. Pencor Marketing and Publications 5,000 rsf/2,6, or 9 ▇▇▇▇▇▇▇ & Kahnweiler.
27. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 6,000 rsf/6 JP Commercial.
28. Physician Advisors Group 3,525 rsf/4 Equity Resources.
29. Kenwood Associates 3,525 rsf/4 Equity Resources.
30. ▇▇▇▇▇▇▇ Good & Company 1,991 rsf/4 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Company.
31. Bard, ▇▇▇ & ▇▇▇▇▇▇▇ 4,500 rsf/2, 6, 9 or 18 Rose and Associates.
32. ▇▇▇▇▇▇ Management 3,600 rsf/2, 6 or 10 None.
33. Barack, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇. 3,189/28 None.
42
EXHIBIT 5.1(c)
EXCEPTIONS TO LEASE REPRESENTATIONS
1. An audit of operating expenses and real estate taxes is being conducted by
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇.
43
EXHIBIT 5.1(e)
[COMPASS MANAGEMENT AND LEASING, INC. LETTERHEAD]
MEMORANDUM
TO: ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
FROM: ▇▇▇▇▇ ▇▇▇▇▇
DATE: December 19, 1996
SUBJECT: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Notice from the Chicago Bureau of Fire Prevention
--------------------------------------------------------------------------------
COMPASS was notified by the City of Chicago Bureau of Fire Prevention of certain
violations of the Municipal Code related to two particular issues:
1. Test of the fire alarm and evacuation system and submittal of final results
to the Bureau. We have tested the fire alarm and submitted final results. We
have not tested the voice evacuation system as a result of our replacement of
the system. We will test the system and submit results upon completion of the
capital project. The delay in fulfilling this violation is a direct result of
delays caused by the City of Chicago Bureau of Fire Prevention in approving our
final plans for the new system.
2. As a result of changes to the Municipal Code in 1996, tenants with
electro-magnetic locks must submit plans to the Bureau of Fire Prevention for
approval of their existing system. This condition exists with nine tenants.
We will work with the nine affected tenants to correct these violations. These
actions are the direct result of changes to the Municipal Code.
I am attaching a copy of the notice we received from the City of Chicago Bureau
of Fire Prevention for your review.
Please contact me if you have any questions.
/s/ ▇▇▇▇▇
--------------------
▇▇▇▇▇
attachments
44
EXHIBIT 5.1(e)
AREA C01 CITY OF CHICAGO ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0095 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
33RD FLOOR EAST (SENSOR)
0096 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
33RD FLOOR WEST (SENSOR)
0097 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOORS(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇)
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
to report to a Compliance Board Hearing to be held on
December 10, 1996 9:00 A.M. at 558 ▇. ▇▇▇▇▇▇▇
A recent reinspection of the above premises indicates that
notices previously sent by the City of Chicago concerning
violations of the Municipal Code have apparently been
disregarded.
You are hereby given an opportunity to explain the failure to
comply with the Municipal Code. Failure to respond will result
in a lawsuit being initiated against you.
0013 001295
SECTION ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇,
▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇, ▇▇-▇▇-▇▇▇ PROVIDE FOR A TEST OF THE FIRE ALARM AND
EVACUATION SYSTEM. THE TEST PROCEDURE, THE INDIVIDUALS OR ORGANIZATION
CONDUCTING SAID TEST, AND THE FINAL RESULTS MUST BE APPROVED BY THE FIRE
PREVENTION BUREAU.
0093 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
34TH FLOOR HUMAN RESOURCES
0094 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇)
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0098 001870
SEC. 15-4-870, ▇▇-▇▇▇-▇▇▇, 2-36-280 KEEP ALL EXIT DOORS SO THAT THEY
CAN BE EASILY OPENED FROM THE INSIDE WITHOUT THE USE OF A KEY OR ANY
SPECIAL KNOWLEDGE.
33RD FLOOR
0099 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
32ND FLOOR RECEPTION NORTH
0100 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0101 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
32ND FLOOR ADVISORY CORP
0102 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
32ND FLOOR ADVISORY CORP
0103 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
32ND FLOOR EAST SIDE
0104 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0105 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
32ND FLOOR WEST SIDE
0106 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
32ND FLOOR WEST SIDE
0107 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
31ST FLOOR PRESENTATION ROOM
0108 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOORS(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0109 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
30TH FLOOR RECEPTION (SENSOR)
0110 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
30TH FLOOR RECEPTION (SENSOR)
0111 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
29TH FLOOR AMERITECH SOUTH
0112 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0114 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
28TH FLOOR RECEPTION AREA NORTH
0115 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
27TH FLOOR RECEPTION SOUTH
0116 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0117 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
26TH FLOOR SOUTH
0118 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
26TH FLOOR SOUTH
0119 001870
SEC. 15-4-870, ▇▇-▇▇▇-▇▇▇, 2-36-280 KEEP ALL EXIT DOORS SO THAT THEY
CAN BE EASILY OPENED FROM THE INSIDE WITHOUT THE USE OF A KEY OR ANY
SPECIAL KNOWLEDGE.
▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0120 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
17TH FIDELITY CAPITAL
0121 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
17TH FIDELITY CAPITAL
0122 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
16TH FLOOR GOVERNOR CAPITAL
0123 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0124 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
15TH FLOOR TEKRA PAK
0125 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
15TH FLOOR TEKRA PAK
0126 001870
SEC. 15-4-870, ▇▇-▇▇▇-▇▇▇, 2-36-280 KEEP ALL EXIT DOORS SO THAT THEY
CAN BE EASILY OPENED FROM THE INSIDE WITHOUT THE USE OF A KEY OR ANY
SPECIAL KNOWLEDGE.
▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0127 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
14TH FLOOR CCA (SENSOR)
0128 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
14TH FLOOR CCA (SENSOR)
0129 001451
SEC. ▇▇-▇▇▇-▇▇▇ REMOVED UNAPPROVED ELECTRO-MAGNETIC LOCKING DEVICE(S).
12TH FLOOR ▇▇▇▇▇▇▇ SHADE
0130 001449
SEC. ▇▇-▇▇▇-▇▇▇ PROVIDE APPROVED ELECTRO-MAGNETIC LOCKING DEVICES ON
EXIT DOOR(S). SUBMIT THREE (3) SETS OF PLANS TO THE BUREAU OF FIRE
PREVENTION AND OBTAIN APPROVAL BEFORE STARTING WORK.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ICN 3045231
------- BUREAU OF FIRE PREVENTION -----------
▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ [SEAL]
Fire Commissioner
▇▇▇▇ ▇. ▇▇▇▇▇▇
Deputy Fire Commissioner
COMPASS MANAGEMENT DATE OF INSPECTION 11/01/96
▇.▇. ▇▇▇▇▇▇▇▇▇, MGR. --------------------
▇▇▇ ▇. ▇▇▇▇▇▇ DATE OF NOTICE 11/18/96
ROOM 880 ------------------------
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ WIDTH 00720 LENGTH 00360 HEIGHT 036 04
------- ------- -------
▇▇▇▇ ▇▇ ▇▇▇▇▇ TENANT NO.
--------- ------------
FLOOR 000 ROOM TYPE AN
----- --------- -----------
CONS'T R BADGE NO. 124
-------- ---------------
OCCUP CLASS E100 M001
---------------------------
You are hereby notified as owner, agent, lessee or occupant of the structure
located at ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------------------------------------
0131 001870
SEC. 15-4-870, ▇▇-▇▇▇-▇▇▇, 2-36-280 KEEP ALL EXIT DOORS SO THAT THEY
CAN BE EASILY OPENED FROM THE INSIDE WITHOUT THE USE OF A KEY OR ANY
SPECIAL KNOWLEDGE.
7TH FLOOR
Questions regarding this notice can be answered by calling 744-4716
****** Remember Smoke Detectors save lives ******
PLEASE NOTE: NO PARKING ON FIRE DEPARTMENT PROPERTY
56
Exhibit 5.4(b)(1)
TENANT ESTOPPEL FORM
Overseas Partners Capital Corp.
c/o COMPASS Management and Leasing, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Lease dated , 199 __ (the "Lease") between ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Limited Partnership ("Landlord"), and ________________________("Tenant")
Gentlemen:
The undersigned Tenant understands that you or your assigns intend to
acquire that property located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the
"Property") from ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Limited Partnership. The undersigned Tenant
does hereby certify to you as follows:
A. A true and correct copy of the Lease along with all amendments,
modifications and supplements (other than parking agreements)
with respect thereto is attached hereto as Exhibit A.
B. The Lease is in full force and effect and has not been
modified, supplemented, or amended except as follows:
_______________________________________________________________
_______________________________________________________________
______________________________________________________________.
C. Tenant has not given Landlord written notice of any dispute
between Landlord and Tenant and no dispute which would serve as
a basis for any such notice exists. To the best of Tenant's
knowledge, Landlord is not in default under the Lease.
D. Tenant does not claim any offsets or credits against rents
payable under the Lease.
E. Tenant has not paid a security or other deposit with respect to
the Lease, except as follows: ________________________________.
57
F. Tenant has fully paid rent on account of the month of
______________.
G. Tenant has not paid any rentals in advance except for the
current month of _____________, 199__.
H. The current monthly base rent payable under the Lease is
$____________.
I. The Lease shall remain in full force and effect through
_________________, and the Tenant has no options to renew or
extend the term of the Lease except as expressly provided in
the Lease.
J. All improvements, additions and alterations required to be made
by Landlord as of the date hereof with respect to the Premises
have been fully completed by Landlord and are acceptable to
Tenant except for _________________________.
Tenant makes the above statements for the benefit and protection of
Purchaser with the intent and understanding that they will be relied upon by
Purchaser and its successors and assigns.
Date: _____________________
TENANT: ________________________
By: ____________________
58
Exhibit 5.4(b)(2)
SELLER ESTOPPEL FORM
Overseas Partners Capital Corp.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Lease dated ___________, 199__ (the "Lease") between ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Limited Partnership ("Seller"), and _____________________ ("Tenant"),
for those premises known as Suite ______ ("Premises") located at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Property")
Gentlemen:
In connection with your acquisition of the Property pursuant to that
certain Purchase and Sale Agreement dated as of December __, 1996 between
Seller and Overseas Partners Capital Corp. (the "Agreement"), the undersigned
does hereby certify to you as follows:
A. A true and correct copy of the Lease along with all amendments,
modifications and supplements (other than parking agreements)
with respect thereto is attached hereto as Exhibit A.
B. The Lease is in full force and effect and has not been
modified, supplemented, or amended except as follows:
_______________________________________________________________
______________________________________________________________.
C. Seller has not received written notice of any dispute between
Seller and Tenant, and, to Seller's knowledge, no dispute which
would serve as a basis for any such notice exists.
D. To Seller's knowledge, Tenant does not claim any offsets or
credits against rents payable under the Lease. Seller is not
in material default under the Lease.
E. Tenant has not paid a security or other deposit with respect
to the Lease, except as follows: ____________________________.
F. Tenant has fully paid rent on account of the month of
_____________________.
G. Tenant has not paid any rentals in advance except for the
current month of ___________, 199__.
H. The current monthly base rent payable under the Lease is
$____________.
59
I. All improvements, additions, and alterations required to be
made by Seller as of the date hereof with respect to the
Premises have been fully completed by Seller and, to Seller's
knowledge, are acceptable to Tenant except for ________________
____________________________________.
J. The Lease shall remain in full force and effect through
__________________, and the Tenant has no options to renew or
extend the term of the Lease except as expressly provided in
the Lease.
References to the "knowledge" of Seller shall have the meaning
specified in the Agreement.
The certifications set forth herein shall survive the closing of the
sale of the Property (the "Closing") and shall automatically expire and
terminate on the earlier to occur of (a) the first anniversary of the Closing
if no claim has theretofore been made hereunder, and (b) the receipt by you of
an estoppel certificate from Tenant confirming in all material respects the
matters set forth herein.
Dated: ____________________.
SELLER:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ LIMITED PARTNERSHIP, an
Illinois limited partnership
By: The Equitable Life Assurance Society of
the United States, its general partner
By: ______________________________
Name: ______________________________
Title: ______________________________