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EXHIBIT 10.9
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
("Agreement") is made and entered into as of December 22, 1997, by and between
MATTERHORN USA, INC., a Delaware corporation ("Seller"), and ARDEN REALTY
LIMITED PARTNERSHIP, a Maryland limited partnership ("Purchaser").
In consideration of the mutual covenants and representations herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Purchaser agree as
follows:
1.
PURCHASE AND SALE
Subject to the terms and conditions of this Agreement, Seller hereby
agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase
from Seller, all of Seller's assignable and transferable right, title and
interest in and to the following described property (herein collectively called
the "Property"):
(a) Land. That certain tract of land (the "Land") located in
the City of ▇▇▇▇▇▇▇ Hills, Los Angeles County, California, being
more particularly described on Exhibit A attached hereto.
(b) Easements. All easements, if any, benefiting the Land or
the Improvements (as hereinafter defined).
(c) Rights and Appurtenances. All rights and appurtenances
pertaining to the Land, including any right, title and interest of
Seller in and to adjacent streets, alleys or rights-of-way.
(d) Improvements. All improvements and related amenities (the
"Improvements") in and on the Land.
(e) Leases. All leases (the "Leases") of space in the
Improvements shown on the Rent Roll attached as Exhibit J hereto
(the "Rent Roll") or entered into after the date of this Agreement
with the approval of Purchaser and all tenant security deposits held
by Seller on the Closing Date (as hereinafter defined).
(f) Tangible Personal Property. All appliances, fixtures,
equipment, machinery, furniture, carpet, drapes and other personal
property, if any, owned by Seller and located on or about the Land
and the Improvements (the "Tangible Personal Property").
(g) Contracts. To the extent assignable without the consent
of third parties, the Contracts (as hereinafter defined).
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(h) Intangible Property. To the extent assignable, at no cost
or expense to Seller and without the consent of third parties, all
intangible property (the "Intangible Property"), if any, owned by
Seller and pertaining to the Land, the Improvements or the Tangible
Personal Property including, without limitation, transferable
utility contracts, transferable telephone exchange numbers, plans
and specifications, engineering plans and studies, floor plans and
landscape plans.
2.
PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property shall be
SIXTY-FIVE MILLION AND NO/100 DOLLARS ($65,000,000) and shall be paid in cash by
Purchaser to Seller at the Closing (as hereinafter defined) by wire transfer in
accordance with wire transfer instructions to be provided by Seller.
3.
▇▇▇▇▇▇▇ MONEY
Seller hereby acknowledges receipt from Purchaser of a cashier's
check in the amount of ONE MILLION DOLLARS ($1,000,000) payable to Title Company
(as hereinafter defined). Purchaser shall deliver into escrow with Title Company
within one (1) business day after the date a fully executed copy of this
Agreement, together with the cashier's check, is delivered to Title Company by
Seller, by wire transfer in accordance with wire transfer instructions provided
by Title Company, the amount of NINE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($950,000) (which amount wired, and the amount of such cashier's check, together
with all interest accrued thereon, if any, is herein called the "▇▇▇▇▇▇▇ Money")
to be invested by Title Company in an interest-bearing account as Purchaser and
Seller shall direct. Seller shall have the option of terminating this Agreement
if the full amount of ▇▇▇▇▇▇▇ Money is not delivered to Title Company as
prescribed in this Section 3. Purchaser agrees to promptly deliver or cause
Title Company to deliver to Seller written acknowledgment by Title Company that
the executed copy of this Agreement and the ▇▇▇▇▇▇▇ Money have been received by
and are being held by Title Company pursuant to the terms of this Agreement. If
the sale of the Property is consummated under this Agreement, the ▇▇▇▇▇▇▇ Money
shall be applied to the payment of the Purchase Price at Closing. If Purchaser
timely terminates this Agreement in accordance with any right to terminate
granted to Purchaser by the terms of this Agreement, the ▇▇▇▇▇▇▇ Money, less any
cancellation fees and costs of Title Company, shall be promptly returned to
Purchaser, and no party hereto shall have any further obligations under this
Agreement, except for such obligations which by their terms expressly survive
the termination of this Agreement (the "Surviving Obligations"). Purchaser
agrees to deliver to Seller copies of all Reports (as hereinafter defined) at
the time the notice to terminate this Agreement is given. The obligation to
deliver the Reports shall survive the termination of this Agreement.
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4.
DOCUMENTS; REPRESENTATIONS
4.1 Documents. Purchaser hereby acknowledges that Seller has made
various documents including, without limitation, the following documents
available for review by Purchaser and that Purchaser has reviewed and approved
same:
(a) Title Commitment. A preliminary title report or title
commitment for an owner's policy of title insurance (the "Title
Commitment") with respect to the Property, issued by Title Company,
and legible copies of any restrictive covenants, easements and other
items listed as title exceptions therein.
(b) Survey. A current as-built survey of the Property (the
"Survey") showing the location of all of the Improvements, prepared
by a licensed surveyor.
(c) Engineering Reports. Engineering and/or architectural
reports relating to the structure and building systems of the
Improvements.
(d) Earthquake Guide. A copy of the Commercial Property
Owner's Guide to Earthquake Safety (as described in California
Business and Professions Code Section 10147), receipt of which copy
is hereby acknowledged by Purchaser.
(e) Contracts. Copies of all contracts pertaining to the
Property, and not cancelable on thirty (30) days' notice without
penalty or premium (the "Contracts") including, but not limited to,
management contracts, service contracts, equipment leases and
maintenance contracts, to the extent in the possession of Seller.
(f) Rent Roll. A rent roll describing all Leases of space in
the Improvements as of the last month Seller has received such
information from the property manager of the Property; provided,
however, that, except as may hereafter be expressly provided, at no
time shall Seller be deemed to have made any representation or
warranty with respect to the accuracy, validity or correctness of
the information contained in such rent roll.
(g) Leases. Copies of the Leases shown on the Rent Roll.
(h) Phase I and Phase II. A Phase I environmental inspection
report and a Phase II environmental inspection report relating to
the Property.
(i) ACM Notice. A notice from Seller to Purchaser,
substantially in the form attached hereto as Exhibit C (the "ACM
Notice").
4.2 Inspection. Purchaser has inspected and tested (a) the Property,
(b) all financial records pertaining to the operation of the Property, and (c)
photocopies of all Leases and Contracts in the possession of Seller. Any further
right of inspection or testing by Purchaser shall be subject to the prior
written consent of Seller, which may be withheld in Seller's sole
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discretion; provided, however, that Purchaser's obligations under this Agreement
shall not be subject to its approval of or satisfaction with such inspection or
testing or the results thereof, and Seller shall have no obligation to take any
steps, bring any action or proceeding, or incur any effort or expense whatsoever
to eliminate, modify or cure any objection Purchaser may have under this
Agreement. In any event, Seller and its representatives, agents and/or
contractors shall have the right to be present during any such inspection or
testing. Any and all information heretofore or hereafter provided by Seller to
Purchaser or obtained by Purchaser relating to the Property including, without
limitation, any environmental assessment or audit (collectively, the "Reports")
shall be treated as confidential information by Purchaser, and Purchaser shall
instruct all of its employees, agents, representatives and contractors as to the
confidentiality of all such information. Purchaser shall restore the Property to
its condition existing immediately prior to Purchaser's inspection or testing
thereof, and Purchaser shall be liable for all damage or injury to any person or
property resulting from, relating to or arising out of any such inspection or
testing, whether occasioned by the acts of Purchaser or any of its employees,
agents, representatives or contractors. Purchaser shall protect, indemnify,
defend and hold the Property, Seller and GE Capital Realty Group, Inc. and their
respective officers, directors, shareholders, participants, affiliates,
employees, representatives, invitees, agents and contractors free and harmless
from and against any and all claims, damages, liens, stop notices, liabilities,
losses, costs and expenses, including reasonable attorneys' fees and court costs
(collectively, "Liabilities"), resulting from Purchaser's inspection and testing
of the Property including, without limitation, repairing any and all damages to
any portion of the Property, arising out of or related (directly or indirectly)
to Purchaser's conducting of such inspections, tests and studies, even if such
Liabilities are caused by the concurrent negligence of Seller. Purchaser shall
keep the Property free and clear of any mechanics' liens or materialmen's liens
related to Purchaser's right of inspection and the activities contemplated by
this Section 4.2. This indemnification by Purchaser shall survive the Closing or
the termination of this Agreement, as applicable.
4.3 Purchaser's Representations and Warranties. Purchaser represents
and warrants to Seller that (a) Purchaser is an entity of the type indicated in
the opening paragraph hereof, is duly organized and in good standing under the
laws of the state of its formation, is qualified to do business in the State of
California, and has the power to enter into this Agreement and to execute and
deliver this Agreement and to perform all duties and obligations imposed upon it
hereunder, and Purchaser has obtained all necessary authorizations required in
connection with the execution, delivery and performance contemplated by this
Agreement and has obtained the consent of all entities and parties necessary to
bind Purchaser to this Agreement; and (b) neither the execution nor the delivery
of this Agreement, nor the consummation of the purchase and sale contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement conflict with or shall result in the breach of any of the terms,
conditions or provisions of any agreement or instrument to which Purchaser, or
any partner or related entity or affiliate of Purchaser, is a party or by which
Purchaser, or any partner or related entity or affiliate of Purchaser, or any of
Purchaser's assets, is bound; and (c) neither Purchaser nor any partner, related
entity or affiliate of Purchaser is in any way affiliated with MIF Gen-Par L.P.,
MIF Sponsor, Inc., JE ▇▇▇▇▇▇ Company, ▇▇▇▇▇▇▇ Sachs & Co., GE Capital Realty
Group, Inc., General Electric Capital Corporation, General Electric Realty
Advisors, Inc., General Electric Company or any affiliate of General Electric
Company; and (d) that, with respect to each source of funds to be used by it to
purchase the Property (respectively, the "Source"), at least one of the
following statements shall be accurate as of the Closing Date: (i) the Source
does
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not include the assets of (A) an "employee benefit plan" as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), which is subject to Title I of ERISA, or (B) a "plan" as defined in
Section 4975(a) of the Internal Revenue Code of 1986, as amended ("Code"), or
(ii) the Source includes the assets of (A) an "employee benefit plan" as defined
in Section 3(3) of ERISA or (B) a "plan" as defined in Section 4975(a) of the
Code (each of which has been identified to the Seller in writing pursuant to
this Section 4.3 at least ten (10) business days prior to the Closing Date), but
the use of such Source to purchase the Property shall not result in a nonexempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code;
and (e) Purchaser has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks relating to its
purchase of the Property and making an informed purchase and investment decision
in connection therewith; and (f) Purchaser has made such examination, review and
investigation of the facts and circumstances necessary to evaluate the Property
as it has deemed necessary or appropriate to form a basis for its evaluation of
a purchase of the Property; and (g) Purchaser acknowledges that Purchaser has
the financial wherewithal to purchase and own the Property. The Purchaser's
representations and warranties set forth in this Section 4.3 shall survive the
Closing and delivery of the Deed (as hereinafter defined) or termination of this
Agreement. Purchaser's representations and warranties contained herein must be
true and correct through the Closing Date, and Purchaser's failure to notify
Seller in writing prior to the Closing Date of any inaccuracies shall be a
default by Purchaser under this Agreement.
4.4 Seller's Representations and Warranties. Seller makes the
following representations and warranties to Purchaser, upon which warranties and
representations Purchaser has relied and shall continue to rely:
(a) Seller has the full right, power and authority, without
the joinder of any other person or entity, to enter into, execute
and deliver this Agreement, and to perform all duties and
obligations imposed on Seller under this Agreement;
(b) Neither the execution nor the delivery of this Agreement,
nor the consummation of the purchase and sale contemplated hereby,
nor the fulfillment of or compliance with the terms and conditions
of this Agreement conflict with or shall result in the breach of any
of the terms, conditions or provisions of any agreement or
instrument to which Seller is a party or by which Seller or any
asset of Seller is bound;
(c) Based solely on the current actual knowledge of ▇▇▇▇
▇▇▇▇▇▇▇▇ of G.E. Capital Realty Group, the asset manager of the
Property, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ & Company, the property
manager of the Property, without investigation or inquiry by, or
personal liability on the part of, such individuals or such
employers.
(1) There are no leases or other agreements for the
use or occupancy of the Improvements or the Land, including
but not limited to storage agreements, telecommunications
license agreements and parking agreements, which shall affect
or be obligations of Purchaser or the Property or any portion
thereof following the Closing, except the agreements shown
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on the Rent Roll with the tenants shown thereon
(individually, a "Tenant") or hereafter entered into with the
approval of Purchaser. The Rent Roll is true, correct,
accurate and complete in all material respects. The Leases
executed by Seller have been duly authorized and executed by
Seller as the landlord thereunder. Neither Seller's interest
in the Leases nor any of the rentals or other sums due or to
become due under the Leases shall, as of the Closing, be
assigned to any third party. True and correct copies of the
Leases and all amendments, guaranties and other documents
relating thereto, as shown on the Rent Roll, have been
delivered or made available to Purchaser. The past due rent
with respect to the Leases is listed in the schedule attached
as Exhibit I hereto.
(2) Except as set forth on Exhibits H-1, H-2 and H-3,
there are no broker's commissions or finder's fees payable in
connection with the Leases or any extension of the Leases,
increases in rent under the Leases, or expansion of any
existing premises being leased pursuant to the Leases.
(3) Except as set forth on Exhibits H-1, H-2 and H-3,
there are no outstanding obligations of Seller to make any
tenant improvements to any premises under any of the Leases
or to pay any tenant improvement allowance to any tenant
thereunder.
(4) There are no service contracts, art contracts,
leasing listing agreements, landscaping contracts, equipment
leases, maintenance agreements, management agreements, open
purchase orders and other contracts for the provision of
labor, services, materials or supplies to or for the benefit
of the Property which are not cancelable on thirty (30) days'
notice without penalty or premium, other than the contracts
shown on the Schedule of Contracts attached as Exhibit K
hereto or hereafter entered into with the approval of
Purchaser, which approval shall not be unreasonably withheld
or delayed. No parties to said contracts are in material
default thereunder. True and correct copies of said contracts
have been delivered or made available to Purchaser.
(5) There is no pending or threatened litigation
against Seller relating to the Property or any portion
thereof, other than that certain lawsuit filed by ▇▇▇▇▇▇▇▇
Boston against Seller, Purchaser and other defendants based
on a claim that Ms. Boston was injured by an elevator
door(s), which lawsuit is being defended by the liability
insurance carrier for the Improvements.
(6) Seller has not been notified in writing by any
governmental authority that the Property is in violation of
or is being investigated respecting the violation of any
federal, state or local law, ordinance or regulation,
including but not limited to those relating to industrial
hygiene or to the environmental conditions on, under or about
the Property, including but not limited to soil and
groundwater condition.
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Notwithstanding any contrary provision in this Agreement, Seller's
representations, warranties and covenants (including, without limitation, any
indemnification obligation of Seller) in this Agreement and in any estoppel
certificate executed and delivered by Seller shall survive the Closing for a
period of only six (6) months, and Seller's liability for any and all breaches
thereof shall not exceed ONE MILLION AND NO/100 DOLLARS ($1,000,000) in the
aggregate.
4.5 Defective Condition Extension; Termination. The obligations of
Seller hereunder are subject to and contingent upon the following. In the event
that subsequent to the execution of this Agreement, Seller obtains knowledge of
either (i) the presence of a material amount of any Hazardous Materials (as
hereinafter defined) or the material violation or potential violation of any
Environmental Requirements (as hereinafter defined) or (ii) any material
structural or other defect in the Improvements, whether or not in violation of
any applicable law, ordinance, code, regulation or decree of any governmental
authority having jurisdiction over the Property, which Seller, in its sole
judgment, determines could constitute a potential liability to Seller after the
Closing or should be remedied prior to the sale of the Property, Seller shall
have the right, in its sole discretion, upon written notice to Purchaser on or
before the scheduled Closing Date, (i) to extend the Closing Date for the period
of time necessary to complete such remediation at Seller's sole cost and
expense, or (ii) to terminate this Agreement upon written notice to Purchaser,
in which event the ▇▇▇▇▇▇▇ Money shall be refunded to Purchaser and neither
party shall have any further right or obligation hereunder other than the
Surviving Obligations. The terms of this Section 4.5 are solely for the benefit
of Seller, and Purchaser shall have no additional right or remedy hereunder as a
result of the exercise by Seller of its rights under this Section.
5.
NO REPRESENTATIONS OR WARRANTIES BY SELLER;
ACCEPTANCE OF PROPERTY; RELEASE OF SELLER
5.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) ANY
INCOME TO BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT
THEREON; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY
LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY
OR BODY; (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY (PURCHASER AFFIRMING THAT
PURCHASER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OF FURNISH THE
PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE
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PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE); (F) THE MANNER OR QUALITY OF THE
CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY; (G) THE
MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (H)
COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS, ENVIRONMENTAL REQUIREMENTS,
ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS
OR OTHER REQUIREMENTS INCLUDING THE EXISTENCE IN, ON, UNDER OR IN THE VICINITY
OF THE PROPERTY OF HAZARDOUS MATERIALS; (I) ZONING TO WHICH THE PROPERTY OR ANY
PORTION THEREOF MAY BE SUBJECT; (J) THE AVAILABILITY OF ANY UTILITIES TO THE
PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE,
GAS AND ELECTRICITY; (K) USAGES OF ANY ADJOINING PROPERTY; (L) ACCESS TO THE
PROPERTY OR ANY PORTION THEREOF; (M) THE VALUE, COMPLIANCE WITH PLANS AND
SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION,
DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO OR PHYSICAL OR FINANCIAL
CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES,
CHARGES, LIENS, ENCUMBRANCES, RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO
THE PROPERTY OR ANY PART THEREOF; (N) THE CONDITION OR USE OF THE PROPERTY OR
COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING
ORDINANCES, CODES OR OTHER SIMILAR LAWS; (O) THE EXISTENCE OR NON-EXISTENCE OF
UNDERGROUND STORAGE TANKS; (P) ANY OTHER MATTER AFFECTING THE STABILITY OR
INTEGRITY OF THE LAND OR IMPROVEMENTS; (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT
OF THE PROPERTY; (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING
ENTITLEMENTS AFFECTING THE PROPERTY; OR (S) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO
MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE,
ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE
REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH
REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE, IF ANY,
MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON
SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND
AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT ALL ASPECTS OF THE
PROPERTY INCLUDING, WITHOUT LIMITATION, ALL PHYSICAL AND FINANCIAL ASPECTS OF
THE PROPERTY, PURCHASER IS, EXCEPT FOR THE WARRANTIES, REPRESENTATIONS AND
COVENANTS OF SELLER EXPRESSLY PROVIDED IN THIS AGREEMENT, RELYING SOLELY ON ITS
OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY SELLER (INCLUDING, IF APPLICABLE, WITHOUT LIMITATION, THE ACM
NOTICE) AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND, EXCEPT AS MAY
HEREAFTER BE EXPRESSLY PROVIDED, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER
(INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM
OR RELATED TO THE PROPERTY OR TO ANY
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HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS
OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS
AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER
SHALL NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY FAILURE TO
INVESTIGATE THE PROPERTY NOR SHALL SELLER BE LIABLE OR BOUND IN ANY MANNER BY
ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE
PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY SELLER OR ANY REAL ESTATE
BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF
THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS-IS, WHERE-IS" CONDITION
AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS SOLD
BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING AND THAT THE
PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.
PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS
SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES,
SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN
ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF, PURCHASER'S
INSPECTION, ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND
MANAGEMENT OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE
CLOSING OR ANY TERMINATION HEREOF.
5.2 Hazardous Materials. "Hazardous Materials" shall mean any
substance which is or contains any "hazardous substance" as now or hereafter
defined in Section 101(14) of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et
seq.) ("CERCLA") or any regulations promulgated under CERCLA; any "hazardous
waste" as now or hereafter defined in the Resource Conservation and Recovery Act
(42 U.S.C. Section 6901 et seq.) ("RCRA") or regulations promulgated under RCRA;
any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section
2601 et seq.); gasoline, diesel fuel or other petroleum hydrocarbons; asbestos
and asbestos-containing materials, in any form, whether friable or non-friable;
polychlorinated biphenyls; radon gas; and any additional substances or materials
which are now or hereafter classified or considered to be hazardous or toxic
under Environmental Requirements or common law, or any other applicable laws
relating to the Property. Hazardous Materials shall include, without limitation,
any substance, the presence of which on the Property (A) requires reporting,
investigation or remediation under Environmental Requirements; (B) causes or
threatens to cause a nuisance on the Property or adjacent property or poses or
threatens to pose a hazard to the health or safety of persons on the Property or
adjacent property; or (C) which, if it emanated or migrated from the Property,
could constitute a trespass.
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5.3 Environmental Requirements. "Environmental Requirements" shall
mean all laws, ordinances, statutes, codes, rules, regulations, agreements,
judgments, orders and decrees, now or hereafter enacted, promulgated or amended,
of the United States, the states, the counties, the cities or any other
political subdivisions in which the Property is located, and any other political
subdivision, agency or instrumentality exercising jurisdiction over the owner of
the Property, the Property or the use of the Property, relating to pollution,
the protection or regulation of human health, natural resources or the
environment or the emission, discharge, release or threatened release of
pollutants, contaminants, chemicals or industrial, toxic or hazardous substances
or waste or Hazardous Materials into the environment (including, without
limitation, ambient air, surface water, ground water or land or soil).
5.4 PURCHASER'S WAIVER AND RELEASE. AS PART OF PURCHASER'S AGREEMENT
TO PURCHASE AND ACCEPT THE PROPERTY "AS-IS, WHERE-IS", AND NOT AS A LIMITATION
ON SUCH AGREEMENT, PURCHASER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
AND ALL ACTUAL OR POTENTIAL RIGHTS PURCHASER MIGHT HAVE REGARDING ANY FORM OF
WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE PROPERTY OR
ANY OF THE MATTERS REFERRED TO IN SECTION 5.1 ABOVE (SUCH WARRANTY AND MATTERS
ARE HEREINAFTER REFERRED TO AS THE "PROPERTY CONDITION"). SUCH WAIVER IS
ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER INCLUDES, BUT IS
NOT LIMITED TO, A WAIVER OF EXPRESS WARRANTIES, IMPLIED WARRANTIES, WARRANTIES
OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF MERCHANTABILITY, WARRANTIES OF
HABITABILITY, STRICT LIABILITY RIGHTS, AND CLAIMS, LIABILITIES, DEMANDS OR
CAUSES OF ACTION OF EVERY KIND AND TYPE, WHETHER STATUTORY, CONTRACTUAL OR UNDER
TORT PRINCIPLES, AT LAW OR IN EQUITY INCLUDING, BUT NOT LIMITED TO, CLAIMS
REGARDING DEFECTS WHICH MIGHT HAVE BEEN DISCOVERABLE, CLAIMS REGARDING DEFECTS
WHICH WERE NOT OR ARE NOT DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT
LIABILITY TYPE CLAIMS, ALL OTHER EXTANT OR LATER CREATED OR CONCEIVED OF STRICT
LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS, AND ANY CLAIMS UNDER
CERCLA OR OTHER ENVIRONMENTAL REQUIREMENTS. NOTWITHSTANDING THE FOREGOING,
SELLER SHALL ASSIGN TO PURCHASER ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO
ALL EXISTING ASSIGNABLE MANUFACTURERS' WARRANTIES AFFECTING PERSONAL PROPERTY
INSTALLED IN OR ON THE PROPERTY, IF ANY, BUT SELLER SHALL HAVE NO INDEPENDENT
DUTIES WITH REGARD TO SAME. EFFECTIVE UPON THE CLOSING DATE, AND TO THE FULLEST
EXTENT PERMITTED BY LAW, PURCHASER HEREBY RELEASES, DISCHARGES AND FOREVER
ACQUITS SELLER AND EVERY ENTITY AFFILIATED WITH SELLER, ITS PARTNERS, ASSET
MANAGERS, SUBASSET MANAGERS, PROPERTY MANAGERS AND ALL OF THEIR OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS AND INDEPENDENT
CONTRACTORS AND THE SUCCESSOR OF EACH AND EVERY ONE OF THEM FROM ALL DEMANDS,
CLAIMS, LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES WHICH PURCHASER MAY SUFFER
OR INCUR RELATING TO THE PROPERTY CONDITION OR ANY OTHER ASPECT OF THE PROPERTY,
EXCEPT FOR CLAIMS BASED UPON ANY BREACH OF THE WARRANTIES, REPRESENTATIONS
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AND COVENANTS OF SELLER EXPRESSLY PROVIDED IN THIS AGREEMENT (INCLUDING BUT NOT
LIMITED TO ANY INDEMNIFICATION OBLIGATION OF SELLER EXPRESSLY PROVIDED IN THIS
AGREEMENT) AND ANY STATUTORY RIGHTS OF CONTRIBUTION WITH RESPECT TO THE
ENVIRONMENTAL CONDITION OF THE PROPERTY. AS PART OF THE PROVISIONS OF THIS
SECTION 5.4, BUT NOT AS A LIMITATION THEREON, PURCHASER HEREBY AGREES,
REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO
MATTERS WHICH ARE KNOWN OR DISCLOSED, AND PURCHASER HEREBY WAIVES ANY AND ALL
RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON
IT, BY VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR
REGULATIONS INCLUDING, WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE
STATE OF CALIFORNIA, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
IN THIS CONNECTION AND TO THE EXTENT PERMITTED BY LAW, PURCHASER HEREBY AGREES,
REPRESENTS AND WARRANTS THAT PURCHASER REALIZES AND ACKNOWLEDGES THAT FACTUAL
MATTERS NOW UNKNOWN TO IT MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO CAUSES OF
ACTION, CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND
EXPENSES WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND
PURCHASER FURTHER AGREES, REPRESENTS AND WARRANTS THAT THE WAIVERS AND RELEASES
HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT REALIZATION AND
THAT PURCHASER NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT
SELLER AND THE OTHERS REFERRED TO ABOVE FROM ANY SUCH UNKNOWN CAUSES OF ACTION,
CLAIMS, DEMANDS, DEBTS, CONTROVERSIES, DAMAGES, COSTS, LOSSES AND EXPENSES WHICH
MIGHT IN ANY WAY BE INCLUDED IN THE WAIVERS AND MATTERS RELEASED AS SET FORTH IN
THIS SECTION 5.4. THE PROVISIONS OF THIS SECTION 5.4 ARE MATERIAL AND INCLUDED
AS A MATERIAL PORTION OF THE CONSIDERATION GIVEN TO SELLER BY PURCHASER IN
EXCHANGE FOR SELLER'S PERFORMANCE HEREUNDER. THE PROVISIONS OF THIS SECTION 5.4
SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED HEREUNDER OR THE
TERMINATION OF THIS AGREEMENT.
SELLER HAS GIVEN PURCHASER MATERIAL CONCESSIONS REGARDING THIS
TRANSACTION IN EXCHANGE FOR PURCHASER AGREEING TO THE PROVISIONS OF THIS SECTION
5.4. SELLER AND PURCHASER HAVE EACH INITIALED THIS SECTION 5.4 TO FURTHER
INDICATE THEIR AWARENESS AND ACCEPTANCE OF EACH AND EVERY PROVISION HEREOF.
/s/ VJC /s/ KRT
--------------------- ------------------------
Purchaser's Initials Seller's Initials
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6.
CLOSING
6.1 Closing. Commonwealth Land Title Insurance Company ("Title
Company"), with offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, shall cause the escrow to close (the "Closing") on
January 21, 1998 or such other date as to which the parties mutually agree in
writing (the "Closing Date").
6.2 Possession. Possession of the Property shall be delivered to
Purchaser at the Closing, subject to the Permitted Encumbrances (as hereinafter
defined). The term "Permitted Encumbrances" as used herein means: (i) any
easement, right of way, encroachment, conflict, discrepancy, overlapping of
improvements, protrusion, lien, encumbrance, restriction, condition, covenant,
exception or other matter with respect to the Property that is reflected or
addressed on the Survey or the Title Commitment; (ii) the rights and interests
of parties claiming under the Leases; (iii) non-delinquent real estate taxes and
assessments; and (iv) the standard printed exceptions set forth in the Owner's
Policy (as hereinafter defined).
6.3 Proration. All rents, other amounts payable by the tenants under
the Leases, income, utilities and all other operating expenses with respect to
the Property for the month in which the Closing occurs, and real estate and
personal property taxes and other assessments with respect to the Property for
the year in which the Closing occurs, shall be prorated with Seller receiving
the benefits and burdens of ownership until the Closing Date.
(a) If the Closing shall occur before rents and all other
amounts payable by the tenants under the Leases and all other income
from the Property have actually been paid for the month in which the
Closing occurs, the apportionment of such rents and other amounts
and other income shall be upon the basis of such rents, other
amounts and other income actually received by Seller. Subsequent to
the Closing, if any such rents and other income are actually
received by Purchaser, all such amounts shall first be applied to
post-closing rents due to Purchaser which are past due and the
balance shall be immediately paid by Purchaser to Seller. Purchaser
shall make a good faith effort and attempt to collect any such rents
and other amounts and other income not apportioned at the Closing
for the benefit of Seller; provided, however, that Purchaser shall
not be required to expend any funds or institute any litigation in
its collection efforts. Nothing in this paragraph shall restrict
Seller's right to collect delinquent rents directly from a tenant by
any legal means. The tenant security deposits held by Seller under
the Leases as of the Closing Date shall be credited against the
funds due from Purchaser at the Closing.
(b) All real estate taxes and assessments with respect to the
Property for the tax year in which the Closing Date shall occur
shall be prorated between Seller and Purchaser in the manner
described above in this Section 6.3, based on the latest tax ▇▇▇▇
available as of the Closing. Subsequent to the Closing, the parties
hereto shall prorate as of the Closing (a) any taxes or assessments
imposed by supplemental ▇▇▇▇ not available as of the Closing and
levied by reason of any event occurring prior to the Closing, and
(b) any refund of taxes or assessments granted after the Closing.
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(c) If the Closing shall occur before the actual amount of
utilities and all other operating expenses with respect to the
Property for the month in which the Closing occurs are determined,
the apportionment of such utilities and other operating expenses
shall be upon the basis of an estimate by Seller of such utilities
and other operating expenses for such month. Subsequent to the
Closing, when the actual amount of such utilities and other
operating expenses with respect to the Property for the month in
which the Closing occurs are determined, the parties agree to adjust
the proration of such utilities and other operating expenses and, if
necessary, to refund or repay such sums as shall be necessary to
effect such adjustment.
(d) Additional rent for operating costs and taxes
("Escalations") owed by tenants shall be prorated as and when
collected. If, after Closing, Purchaser shall receive any
Escalations which are attributable in whole or in part to any period
prior to Closing and which are due Seller under the Lease in
question, Purchaser shall within thirty (30) day after receipt remit
such amount to Seller. All collections of such Escalations shall be
apportioned between Purchaser and Seller based upon the allocation
thereof equally over the period for which they are attributable. If,
after the Closing, based upon its estimated payments on account of
Escalations, any Tenant is or shall be entitled to be reimbursed for
the excess of such estimated payments over the Tenant's actual share
of Escalations, Seller shall, within thirty (30) days after demand,
remit such amount to Purchaser.
Purchaser shall indemnify, protect, defend and hold Seller harmless from and
against any and all claims by and liabilities to any third persons for payment
of any security deposits or fees for which Purchaser obtains a credit or which
Purchaser receives directly from Seller. The agreements of Seller and Purchaser
set forth in this Section 6.3 shall survive the Closing.
6.4 Closing Costs. Except as otherwise expressly provided herein,
Seller shall pay, on the Closing Date, one-half (1/2) of any escrow fees and
related charges of Title Company, and Purchaser shall pay, on the Closing Date,
all title insurance premiums and recording costs and one-half (1/2) of any
escrow fees and related charges of Title Company. In addition, Purchaser shall
pay, on the Closing Date, all documentary, conveyance, mortgage, transfer and
intangible taxes payable in connection with the Deed and the delivery of the
other documents provided or contemplated by this Agreement. Except as otherwise
provided herein, each party shall pay its own attorneys' fees.
6.5 Seller's Obligations at the Closing. At the Closing, Seller
shall deliver to Purchaser or the Title Company, as applicable, the following:
(a) Evidence of Authority. Such organizational and
authorizing documents of Seller as shall be reasonably required by
Title Company to evidence Seller's authority to consummate the
transactions contemplated by this Agreement.
(b) Deed. A Grant Deed (the "Deed") duly executed and
acknowledged by Seller, conveying all of Seller's right, title and
interest in and to the Land and the Improvements to Purchaser in the
form attached to this Agreement as Exhibit D.
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(c) ▇▇▇▇ of Sale. A ▇▇▇▇ of Sale, Assignment and Assumption
Agreement in the form attached to this Agreement as Exhibit E (the
"▇▇▇▇ of Sale").
(d) Foreign Person. A certificate (the "Certification") of
Seller respecting the "non-foreign" status of Seller in the form set
forth in Exhibit F attached hereto or such other form as may be
required by Title Company.
(e) Escrow Documents. Other documents that may reasonably be
required by Title Company to close the escrow in accordance with the
terms of this Agreement, provided such documents do not impose upon
Seller any additional liability or obligation.
(f) Tenant Estoppel Certificates. The tenant estoppel
certificates required under Section 6.7(b)(2) of this Agreement.
(g) Rent Roll. An updated rent roll, which shall be true,
correct, accurate and complete in all material respects as of the
Closing Date, based solely on the then current actual knowledge of
▇▇▇▇ ▇▇▇▇▇▇▇▇ of G.E. Capital Realty Group and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of
▇▇▇▇▇▇ & Company, without investigation or inquiry by, or personal
liability on the part of, such individuals or such employers.
(h) Owner's Affidavit and Mechanic's Lien Indemnity. Any
Owner's Affidavit required by Title Company, and if it shall be
necessary for Purchaser to obtain mechanic's lien coverage in the
Owner's Policy, any mechanic's lien indemnity in favor of Title
Company and required by Title Company with respect to work in
progress and recently completed work on the Property.
(i) Leases, Etc. The originals (or best available copies, if
no originals are available) of the Leases (including all documents
shown on the Rent Roll), the Contracts, the Property records, the
plans, specifications and drawings for the Improvements, operating
manuals for equipment, the licenses and permits for the Property,
construction warranties and guaranties and any and all other
documents and instruments in Seller's possession or control relating
to the Property, all of which may be delivered by Seller leaving the
same in the Property management office.
6.6 Purchaser's Obligations at the Closing. Not later than one (1)
business day prior to the Closing Date, Purchaser shall deposit the following
items into escrow with Title Company, each of which shall be duly executed and
acknowledged by Purchaser where appropriate:
(a) Purchase Price. The Purchase Price by wire transfer of
immediately available funds.
(b) Lease Expenses. Immediately available funds in an amount
equal to the reasonable direct costs and expenses incurred and paid
by Seller under any lease (or amendment) of space in the
Improvements, entered into after Purchaser's
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execution hereof with the approval of Purchaser. Said costs and
expenses shall be limited to reasonable direct costs and expenses
incurred and paid by Seller for tenant improvements, broker's
commissions (and finder's fees), and any necessary base building or
other capital improvements with respect to such new leases.
Notwithstanding any contrary provision in this Agreement, Purchaser
shall pay through the escrow in immediately available funds all
costs reflected in the schedules attached as Exhibits H-1, H-2 and
H-3 hereto, to the extent that the transactions contemplated therein
are consummated on the terms set forth therein (or such other terms
as may be reasonably acceptable to Purchaser) and such costs are
advanced by Seller prior to the Closing; any such costs not so
advanced by Seller shall be paid directly by Purchaser after the
Closing.
(c) Evidence of Authority. Such organizational and
authorizing documents of Purchaser as shall be reasonably required
by Seller and/or Title Company authorizing Purchaser's acquisition
of the Property pursuant to this Agreement and the execution of this
Agreement and any documents to be executed by Purchaser at the
Closing.
(d) Taxpayer I.D. Certification. A Taxpayer I.D.
Certification in the form attached to this Agreement as Exhibit G.
(e) ▇▇▇▇ of Sale. The Assumption attached to the ▇▇▇▇ of
Sale.
(f) ACM Notice. The ACM Notice duly executed by Purchaser.
(g) Other Escrow Funds and Documents. All other funds and
documents as may reasonably be required by Title Company to close
the escrow in accordance with this Agreement.
6.7 Conditions to Closing.
(a) Seller's Conditions. In addition to the conditions
provided in other provisions of this Agreement, Seller's obligations
to perform its undertakings provided in this Agreement (including
its obligation to sell the Property) are conditioned on the
following:
(1) Performance by Purchaser. The due performance by
Purchaser of each and every undertaking and agreement to be
performed by it hereunder (including the delivery to Seller
of the items specified to be delivered by Purchaser in
Section 6.6 hereof) and the material truth of each
representation and warranty made by Purchaser in this
Agreement at the time as of which the same is made and as of
the Closing Date as if made on and as of the Closing Date.
(2) No Bankruptcy or Dissolution. That at no time on
or before the Closing Date shall any of the following have
occurred with respect to Purchaser or any of the general
partners of Purchaser if Purchaser is a
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partnership: (i) the commencement of a case under Title 11 of
the U.S. Code, as now constituted or hereafter amended, or
under any other applicable federal or state bankruptcy law or
other similar law; (ii) the appointment of a trustee or
receiver of any property interest; (iii) an assignment for
the benefit of creditors; (iv) an attachment, execution or
other judicial seizure of a substantial property interest;
(v) the taking of, failure to take, or submission to any
action indicating an inability to meet its financial
obligations as they accrue; or (vi) a dissolution or
liquidation, death or incapacity.
(b) Purchaser's Conditions. Purchaser's obligations to
perform its undertakings provided in this Agreement (including its
obligation to buy the Property) are conditioned on the following:
(1) Representations, Warranties and Covenants of
Seller. Seller shall have duly and timely performed each and
every covenant to be performed by Seller under this Agreement
in all material respects.
(2) Tenant Estoppel Certificates. Purchaser shall have
received from Seller (a) estoppel certificates duly executed
by the Tenants in the form of Exhibit B-1 attached hereto and
completed in a manner reasonably satisfactory to Purchaser
and consistent in all material respects with the information
contained in the Rent Roll from all Tenants leasing five
thousand (5,000) rentable square feet or more of the
Improvements (excluding Purchaser) and from Tenants leasing
in the aggregate (with Purchaser) at least seventy percent
(70%) of the total leased square footage of the Improvements,
or (b) to the extent that such estoppel certificates are not
so received from such Tenants, estoppel certificates duly
executed by Seller with respect to such Tenants' Leases in
the form of Exhibit B-2 attached hereto and completed in a
manner reasonably satisfactory to Purchaser and consistent in
all material respects with the information contained in the
Rent Roll. Within ninety (90) days after the Closing Date,
Seller may substitute an estoppel certificate under clause
(a) above for any estoppel certificate under clause (b)
above, in which event Purchaser shall return the latter and
the latter shall be deemed to be of no force or effect.
Seller shall request estoppel certificates from all Tenants
of space in the Improvements.
(3) Owner's Policy. The Title Company shall have
issued the Owner's Policy or evidence reasonably satisfactory
to Purchaser that the Owner's Policy shall be issued promptly
after the Closing.
6.8 Owner's Policy. Purchaser shall be entitled to Title Company's
issuance (subject to the payment of the premium therefor) of an ALTA extended
coverage policy of title insurance (10-17-92) (the "Owner's Policy"), naming
Purchaser as insured, in the amount of the Purchase Price, insuring that the
Purchaser owns fee simple title to the Property, subject only to the Permitted
Encumbrances, together with such direct access reinsurance agreements in
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amounts, form and with such reinsurers as Purchaser may reasonably require and
the Title Company shall approve (Purchaser shall have responsibility for
completing such reinsurance arrangements with the Title Company at least five
(5) business days prior to the Closing Date).
6.9 Documents to be Executed by Seller and Purchaser. At the
Closing, Seller and Purchaser shall also execute and deliver signed statements
or notices to all tenants of the Property notifying such tenants that the
Property has been transferred to Purchaser and that Purchaser is responsible for
security deposits (specifying the amounts of such deposits).
6.10 Delivery of Documents and Funds at Closing. Provided that any
and all conditions to closing set forth in this Agreement have been satisfied
or, as to any condition not satisfied, waived or deemed waived, or satisfied by
the party intended to be benefitted thereby, on the Closing Date Title Company
shall conduct the Closing by recording or distributing the following documents
and funds in the following manner:
(a) Record Documents. Record the Deed in the Official Records
of the County in which the Land is located;
(b) Purchaser's Documents. Deliver to Purchaser: (a) the
original Owner's Policy; (b) the original Certification; (c) an
original counterpart of the ▇▇▇▇ of Sale executed by Seller; and (d)
any other documents received by the Title Company by, from or on
behalf of Seller for delivery to Purchaser upon the Closing;
(c) Seller's Documents. Deliver to Seller: (a) an original
counterpart of the ▇▇▇▇ of Sale executed by Purchaser; (b) an
original Taxpayer's I.D. Certificate signed by Purchaser; and (c) a
copy of every other document;
(d) Purchase Price. Deliver to Seller the Purchase Price and
such other funds, if any, as may be due to Seller under this
Agreement, less the amount of all items chargeable to Seller under
Section 6.4 of this Agreement; and
(e) Owner's Policy. Deliver to Purchaser the Owner's Policy
or evidence reasonably satisfactory to Purchaser that the Owner's
Policy shall be issued promptly after the Closing.
7.
RISK OF LOSS
7.1 Condemnation. If, prior to the Closing, action is initiated to
take any material portion of the Property by eminent domain proceedings or by
deed in lieu thereof, Purchaser may terminate this Agreement by notice thereof
to Seller and Title Company prior to the Closing. If such portion so taken is
not material, or if Purchaser does not elect to so terminate this Agreement, the
Closing shall be consummated and all of Seller's assignable right, title and
interest in and to the award of the condemning authority shall be assigned to
Purchaser at the Closing and there shall be no reduction in the Purchase Price.
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7.2 Casualty. If, prior to the Closing, any material portion of the
Property is damaged or destroyed due to any casualty or other cause without
fault of Purchaser, Purchaser may terminate this Agreement by notice thereof to
Seller and Title Company prior to the Closing. If such portion so damaged or
destroyed is not material, or if Purchaser does not elect to so terminate this
Agreement, the Closing shall be consummated and all of Seller's right, title and
interest in and to the proceeds of any insurance covering such damage (less an
amount equal to any expenses and costs incurred by Seller to repair or restore
the Property and any portion of such proceeds paid or to be paid on account of
the loss of rents or other income from the Property for the period prior to and
including the Closing Date, all of which shall be payable to Seller), to the
extent the amount of such insurance proceeds does not exceed the Purchase Price,
shall be assigned to Purchaser at the Closing and there shall be no reduction in
the Purchase Price, except for the amount of any deductible on Seller's
insurance policy and, unless Seller is able to assign the rights to rental loss
proceeds under its policy to Purchaser for the period after the Closing Date,
the estimated amount of rental loss due to the damage and destruction for the
period after the Closing Date. Seller shall in no event be obligated to repair
or restore the Property in the event that any portion thereof is destroyed. For
purposes of this Section 7.2, damage or destruction shall be deemed to be
material if the cost of repair or restoration exceeds THREE MILLION AND NO/100
DOLLARS ($3,000,000).
8.
INDEMNIFICATION
8.1 Indemnity.
(a) In addition to the other indemnification obligations of
Purchaser under this Agreement, Purchaser shall indemnify, protect
and defend Seller against and hold Seller harmless from (i) any
"Claim" (as hereinafter defined) which arises or accrues on or after
the Closing Date in connection with the Property (including, without
limitation, any Claims related to any Property Condition), and (ii)
any Claim in any way arising from Purchaser's inspections or
examinations of the Property prior to the Closing Date.
(b) Seller shall indemnify, protect and defend Purchaser
against and hold Purchaser harmless from any Claim for physical
damage to tangible property or injury to or death of any persons
(but excluding consequential damages to the extent not covered by
Seller's insurance) which arises or accrues before the Closing Date
in connection with any of the Leases or the Contracts.
8.2 Generally. The indemnifying party, whether Seller or Purchaser,
is referred to as the "Indemnitor," and the indemnified party, whether Seller or
Purchaser, is referred to as the "Indemnitee." The indemnification obligations
under this Agreement shall be subject to the following provisions:
(a) The Indemnitee shall notify the Indemnitor of any such
Claim against the Indemnitee within forty-five (45) days after it
has notice of such Claim, but failure to notify the Indemnitor shall
in no case prejudice the rights of the Indemnitee under this
Agreement unless the Indemnitor shall be prejudiced by such
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failure and then only to the extent of such prejudice. Should
the Indemnitor fail to discharge or undertake to defend the
Indemnitee against such liability (with counsel approved by the
Indemnitee), within ten (10) days after the Indemnitee gives the
Indemnitor written notice of the same, then the Indemnitee may
settle such Claim, and the Indemnitor's liability to the Indemnitee
shall be conclusively established by such settlement, the amount of
such liability to include both the settlement consideration and the
reasonable costs and expenses, including attorneys' fees, incurred
by the Indemnitee in effecting such settlement.
(b) The indemnification obligations under this Agreement
shall cover the costs and expenses of the Indemnitee, including
reasonable attorneys' fees and costs, related to any actions, suits
or judgments incident to any of the matters covered by such
indemnities.
(c) The indemnification obligations under this Agreement
shall also extend to any present or future advisor, trustee,
director, officer, partner, employee, beneficiary, shareholder,
participant, agent or contractor of or in the Indemnitee or any
entity now or hereafter having a direct or indirect ownership
interest in the Indemnitee.
(d) The indemnification obligations under this Agreement
shall survive the closing of the transaction contemplated hereunder
or the termination of this Agreement.
8.3 Definition. "Claim" means any claim (including any claim for
damage to property or injury to or death of any persons) made by a third party
against Seller or Purchaser and any reasonable costs and expenses incurred by
the indemnified party in defending against such claim and any loss or liability
resulting from such claim.
9.
DEFAULT
9.1 Breach by Seller. In the event that Seller shall default in any
of its obligations hereunder to be performed at or prior to the Closing, for any
reason other than Purchaser's default or a termination of this Agreement by
Purchaser or Seller pursuant to a right to do so under the provisions hereof,
Purchaser, as its sole and exclusive remedy, may seek specific performance with
respect to this Agreement. Furthermore, in no event shall Purchaser be entitled
to, and Purchaser hereby waives, any right to recover damages relating to such
default by Seller.
9.2 Breach by Purchaser. IF PURCHASER FAILS TO COMPLY WITH SECTION 6
OF THIS AGREEMENT, SELLER MAY TERMINATE THIS AGREEMENT AND THEREUPON SELLER
SHALL BE ENTITLED TO THE ▇▇▇▇▇▇▇ MONEY AS LIQUIDATED DAMAGES (AND NOT AS A
PENALTY) AND AS SELLER'S SOLE REMEDY AND RELIEF HEREUNDER (EXCEPT FOR THE
SURVIVING OBLIGATIONS). IN SUCH EVENT, TITLE COMPANY, IF IT HAS NOT PREVIOUSLY
DONE SO, SHALL IMMEDIATELY DELIVER THE ▇▇▇▇▇▇▇ MONEY TO SELLER AS LIQUIDATED
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DAMAGES UNDER AND IN CONNECTION WITH THIS AGREEMENT WITHOUT THE NECESSITY OF
GIVING NOTICE TO PURCHASER, AND NOTWITHSTANDING CONFLICTING INSTRUCTIONS FROM
PURCHASER OR CONTRARY INSTRUCTIONS CONTAINED IN TITLE COMPANY'S GENERAL
PROVISIONS. SELLER AND PURCHASER HAVE MADE THIS PROVISION FOR LIQUIDATED DAMAGES
BECAUSE IT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN AND
CALCULATE ON THE DATE HEREOF THE AMOUNT OF ACTUAL DAMAGES SUSTAINED BY SELLER
FOR THE BREACH BY PURCHASER UNDER THIS AGREEMENT AND THE FAILURE OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE AMOUNT OF
COMPENSATION SELLER SHOULD RECEIVE AS A RESULT OF PURCHASER'S BREACH OR DEFAULT,
AND SELLER AND PURCHASER AGREE THAT THESE SUMS REPRESENT REASONABLE COMPENSATION
TO SELLER FOR SUCH BREACH. NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS
AGREEMENT, (A) IN THE EVENT OF ANY OTHER DEFAULT BY PURCHASER UNDER THIS
AGREEMENT, SELLER SHALL HAVE ANY AND ALL RIGHTS AND REMEDIES AVAILABLE UNDER
THIS AGREEMENT OR AT LAW OR IN EQUITY BY REASON OF SUCH DEFAULT, AND (B) THE
PROVISIONS OF THIS SECTION 9.2 SHALL NOT LIMIT OR AFFECT ANY OF PURCHASER'S
INDEMNITIES AS PROVIDED IN OTHER SECTIONS OF THIS AGREEMENT.
/s/ VJC /s/ KRT
---------------------- ------------------------
Purchaser's Initials Seller's Initials
10.
FUTURE OPERATIONS; OTHER OBLIGATIONS
10.1 Future Operations. From the Effective Date (as hereinafter
defined) until the Closing or earlier termination of this Agreement, Seller
shall (i) keep and maintain the Property in substantially its condition as of
the date of this Agreement, casualty and reasonable wear and tear excepted, (ii)
continue to operate the Property in substantially the same manner as it was
operated by Seller prior to the Effective Date, (iii) continue to perform its
obligations under the Leases and Contracts in accordance with their terms, and
(iv) not subject the Property to any additional liens or encumbrances without
Purchaser's approval. Until the Closing or earlier termination of this
Agreement, Seller shall not, without the prior written consent of Purchaser,
modify, enter into or renew any Contract which would bind a successor owner of
the Property. Until the Closing or earlier termination of this Agreement, Seller
shall not lease any space in the Improvements or amend or terminate any existing
Lease, except on terms and conditions and with tenants approved by Purchaser.
Purchaser hereby approves the terms and conditions of, and the tenants under,
the leases (and amendments) described in the schedules attached as Exhibits H-2
and H-3 hereto. No future approval of such leases, amendments or terminations
shall be unreasonably withheld or delayed notwithstanding any contrary provision
in this Agreement. All costs and expenses incurred and paid by Seller under any
such approved lease entered into after Purchaser's execution hereof shall be
paid by Purchaser in accordance with Section 6.6(b) hereof.
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10.2 REIT Requirements. Seller shall reasonably cooperate with
Purchaser in furnishing to Purchaser such information relating to the Property
not previously furnished thereto (and making such information available for
audit) as may be required for Purchaser to comply with any applicable legal
requirements for real estate investment trusts; provided, however, that Seller
shall bear no cost in furnishing such information or liability with respect to
such information.
11.
MISCELLANEOUS
11.1 Notices. All notices, demands and requests which may be given
or which are required to be given by either party to the other, and any exercise
of a right of termination provided by this Agreement, shall be in writing and
shall be deemed effective either: (a) on the date personally delivered to the
address below, as evidenced by written receipt therefor, whether or not actually
received by the person to whom addressed; (b) on the third (3rd) business day
after being sent, by certified or registered mail, return receipt requested,
addressed to the intended recipient at the address specified below; or (c) on
the first (1st) business day after being deposited into the custody of a
nationally recognized overnight delivery service such as FedEx, addressed to
such party at the address specified below. For purposes of this Section 11.1,
the addresses of the parties for all notices are as follows (unless changed by
similar notice in writing given by the particular person whose address is to be
changed):
If to Seller: Matterhorn USA, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: K. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: Loeb & Loeb LLP
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser: Arden Realty Limited Partnership
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
21
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with a copy to:
Jeffer, Mangels, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
2121 Avenue of the Stars, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq. and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Title
Company: Commonwealth Land Title Insurance Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇, Ext. 211
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
11.2 Real Estate Commissions. Seller shall pay to First Property
Realty Corporation (hereinafter called "Agent" whether one or more) upon the
Closing of the transaction contemplated hereby, and not otherwise, a cash
commission in the amount agreed on in a separate listing agreement between
Seller and Agent. Said commission shall in no event be payable unless and until
the transaction contemplated hereby is closed in accordance with the terms of
this Agreement; if such transaction is not closed for any reason including,
without limitation, termination of this Agreement pursuant to the terms hereof,
then such commission shall be deemed not to have been earned and shall not be
due or payable. Except as set forth above with respect to Agent, neither Seller
nor Purchaser has authorized any broker or finder to act on Purchaser's behalf
in connection with the sale and purchase hereunder and neither Seller nor
Purchaser has dealt with any broker or finder purporting to act on behalf of any
other party. Purchaser agrees to indemnify, hold harmless and defend Seller from
and against any and all claims, losses, damages, costs or expenses of any kind
or character arising out of or resulting from any agreement, arrangement or
understanding alleged to have been made by Purchaser or on Purchaser's behalf
with any broker or finder in connection with this Agreement or the transaction
contemplated hereby. Seller agrees to indemnify, hold harmless and defend
Purchaser from and against any and all claims, losses, damages, costs or
expenses of any kind or character arising out of or resulting from any
agreement, arrangement or understanding alleged to have been made by Seller or
on Seller's behalf with any broker or finder in connection with this Agreement
or the transaction contemplated hereby. Notwithstanding anything to the contrary
contained herein, this Section 11.2 shall survive the Closing or any earlier
termination of this Agreement.
11.3 Entire Agreement. This Agreement embodies the entire agreement
between the parties relative to the subject matter hereof, and there are no oral
or written agreements between the parties, nor any representations made by
either party relative to the subject matter hereof, which are not expressly set
forth herein.
11.4 Amendment. This Agreement may be amended only by a written
instrument executed by the party or parties to be bound thereby.
22
23
11.5 Headings. The captions and headings used in this Agreement are
for convenience only and do not in any way limit, amplify or otherwise modify
the provisions of this Agreement.
11.6 Time of Essence. Time is of the essence of this Agreement;
provided, however, that if the final date of any period which is set out in any
provision of this Agreement falls on a Saturday, Sunday or legal holiday under
the laws of the United States or the State of California, then, in such event,
the time of such period shall be extended to the next day which is not a
Saturday, Sunday or legal holiday.
11.7 Governing Law. This Agreement shall be governed by the laws of
the State of California and the laws of the United States pertaining to
transactions in such State.
11.8 Successors and Assigns; Assignment. This Agreement shall bind
and inure to the benefit of Seller and Purchaser and their respective heirs,
executors, administrators, personal and legal representatives, successors and
permitted assigns. Purchaser shall not assign Purchaser's rights under this
Agreement without the prior written consent of Seller, which consent may be
withheld in Seller's sole discretion. In the event Seller consents to such
assignment, Purchaser and such assignee shall execute and deliver an assignment
of purchase and sale agreement in a form acceptable to Seller. Any subsequent
assignment may be made only with the prior written consent of Seller, which
consent may be withheld in Seller's sole discretion. No assignment of
Purchaser's rights hereunder shall relieve Purchaser of its liabilities under
this Agreement. This Agreement is solely for the benefit of Seller and
Purchaser; notwithstanding any contrary provision in this Agreement, there shall
be no third party beneficiaries hereof. Any assignment of this Agreement in
violation of the foregoing provisions shall be null and void.
11.9 Invalid Provision. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws, such
provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part of this Agreement; the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by such illegal,
invalid or unenforceable provision or by its severance from this Agreement.
11.10 Attorneys' Fees. The parties hereto agree that they shall pay
directly any and all legal costs which they have incurred on their own behalf in
the preparation of all deeds and other agreements pertaining to this transaction
and that such legal costs shall not be part of the closing costs. In the event
it becomes necessary for either party hereto to file suit to enforce this
Agreement or any provision contained herein, the party prevailing in such suit
shall be entitled to recover reasonable attorneys' fees and costs incurred in
such suit.
11.11 Multiple Counterparts. This Agreement may be executed in a
number of identical counterparts which, taken together, shall constitute
collectively one (1) agreement; in making proof of this Agreement, it shall not
be necessary to produce or account for more than one such counterpart with each
party's signature.
23
24
11.12 Effective Date. As used herein the term "Effective Date" shall
mean the first date Title Company is in receipt of both this Agreement executed
by Purchaser and Seller (whether in counterparts or not) and the ▇▇▇▇▇▇▇ Money.
11.13 Exhibits. The exhibits referred to in this Agreement are
incorporated herein by this reference.
11.14 No Recordation. Seller and Purchaser hereby acknowledge that
neither this Agreement nor any memorandum or affidavit hereof shall be recorded
in the Official Records of Los Angeles County, California, or any other county.
Should Purchaser ever record or attempt to record this Agreement, or a
memorandum or affidavit hereof, or any other similar document, then,
notwithstanding anything herein to the contrary, such recordation or attempt at
recordation shall constitute a default by Purchaser hereunder, and, in addition
to the other remedies provided for herein, Seller shall have the express right
to terminate this Agreement.
11.15 Merger Provision. Except as may otherwise be expressly
provided herein, any and all rights of action of Purchaser for any breach by
Seller of any representation, warranty or covenant contained in this Agreement
shall merge with the Deed and other instruments executed at Closing, shall
terminate at Closing, and shall not survive Closing.
11.16 Jury Waiver. PURCHASER AND SELLER DO HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF OR UNDER OR IN CONNECTION WITH
THIS AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT
CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN), OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN
ANY MANNER TO THIS AGREEMENT OR THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING
THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS
AGREEMENT AND THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE
THE CLOSING OF TERMINATION OF THIS AGREEMENT.
11.17 [intentionally omitted]
11.18 Confidentiality. Without limitation upon Section 4.2 hereof,
each party shall keep confidential and shall not disclose the terms of this
Agreement including, without limitation, the Purchase Price and all other
financial terms, without the written consent of the other party, except (a) to
its directors, officers, partners, employees, legal counsel, accountants,
engineers, architects, financial advisors and similar professionals and
consultants, lenders, prospective lenders, investors and prospective investors
to the extent it reasonably deems it necessary or appropriate in connection with
the transaction contemplated hereunder (and each party shall inform each of the
foregoing of such party's obligations under this paragraph and shall secure the
agreement thereof to be bound by the terms hereof) or (b) as otherwise required
by law or regulation, including but not limited to securities laws and
regulations.
24
25
11.19 Jurisdiction and Venue. Each party hereby consents to the
jurisdiction of any state or federal court located within Los Angeles County,
California, waives personal service of any and all process upon it, consents to
service of process by registered mail directed to it at the address stated in
Section 11.1 hereof, and acknowledges that service so made shall be deemed to be
completed upon actual delivery (whether accepted or refused) thereof. In
addition, each party consents and agrees that venue of any action instituted
under this Agreement shall be proper in Los Angeles County, California, and
hereby waives any objection to venue.
11.20 Further Assurances. Each party hereto shall, upon request by
the other party, execute and deliver such documentation and take such other
action as may be reasonably necessary to effectuate the intent hereof or to
implement the provisions hereof.
11.21 No Waiver. Except as otherwise expressly provided herein, no
waiver by a party of any breach of this Agreement or of any warranty or
representation hereunder by the other party shall be deemed to be a waiver of
any other breach by such other party (whether preceding or succeeding and
whether or not of the same or similar nature), and no acceptance of payment or
performance by a party after any breach by the other party shall be deemed to be
a waiver of any breach of this Agreement or of any representation or warranty
hereunder by such other party, whether or not the first party knows of such
breach at the time it accepts such payment or performance. No failure or delay
by a party to exercise any right it may have by reason of the default of the
other party shall operate as a waiver of default or modification of this
Agreement or shall prevent the exercise of any right by the first party while
the other party continues to be so in default.
11.22 Consents and Approvals. Except as otherwise expressly provided
herein, any approval or consent provided to be given by a party hereunder may be
given or withheld in the sole discretion of such party.
11.23 Joint and Several Liability. In the event that Purchaser is
comprised of two or more entities and/or individuals, or any combination
thereof, such entities and/or individuals shall have joint and several liability
for the performance of all of Purchaser's obligations
25
26
hereunder including, without limitation, the indemnification obligations of
Purchaser set forth herein. The provisions of this Section 11.23 shall survive
the closing or termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first set forth above.
Date of Execution PURCHASER:
by Purchaser:
ARDEN REALTY LIMITED PARTNERSHIP,
12/22/97 a Maryland limited partnership
By: Arden Realty, Inc.,
a Maryland corporation,
its general partner
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and COO
Date of Execution SELLER:
by Seller:
MATTERHORN USA, INC.,
12/23/97 a Delaware Corporation
By /s/ ▇. ▇. ▇▇▇▇▇▇
---------------------------
Name: K. ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Secretary & Vice President
26
27
The undersigned hereby acknowledges receipt of the ▇▇▇▇▇▇▇ Money and a copy of
this Agreement and agrees to comply with the provisions of this Agreement.
Date of Execution by COMMONWEALTH LAND TITLE
Title Company: INSURANCE COMPANY
By /s/ [SIG]
----------------------------------
12/24/97 Its Authorized Officer
27
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LEGAL DESCRIPTION
PARCEL 1:
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ NO. 6380, IN THE CITY OF ▇▇▇▇▇▇▇ HILLS, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 69 PAGES 11
THROUGH 20 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 2:
▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇ 818 OF TRACT NO. 6380, IN THE CITY OF ▇▇▇▇▇▇▇ HILLS,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 69 PAGES
11 THROUGH 20 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 3:
▇▇▇ ▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ THE CITY OF ▇▇▇▇▇▇▇ HILLS, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 217 PAGE 23 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 4:
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇ THE CITY OF ▇▇▇▇▇▇▇ HILLS, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 69 PAGES 11 THROUGH 20
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 5:
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇ THE CITY OF ▇▇▇▇▇▇▇ HILLS, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 69 PAGES 11 THROUGH 20
INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXHIBIT A
Page 1 of 1
29
ESTOPPEL CERTIFICATE OF TENANT
Matterhorn USA, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: K. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Re: Lease
Gentlemen:
The undersigned, as the lessee ("Lessee") under that certain Office
Lease Agreement dated _________________ (the "Lease"), with you, as the lessor
("Lessor"), relating to certain premises designated as Suite ______ (the
"Premises"), located at __________________________________________, Beverly
Hills, California, hereby certifies that, as of the date hereof and subject to
only those exceptions, if any, noted below:
1. A true and correct copy of the Lease is attached as Exhibit A
hereto. There have been no amendments, modifications, extensions, assignments or
subleases of or relating to the Lease. The Lease is in full force and effect.
2. The term of the Lease commenced on _________________ and is
scheduled to expire on _________________ (subject to any extension option
contained therein). Possession of the Premises has been delivered by Lessor to
Lessee, and Lessee has accepted and does occupy the Premises.
3. Rent (including additional rent for operating costs and taxes)
of $_________ per month has been paid through the calendar month set forth above
Lessee's signature below. No more than one (1) month's rent has been paid in
advance; a security deposit in the amount set forth in the Lease has been paid;
no other amounts have been paid in advance to Lessor or deposited therewith by
Lessee.
4. To the best of Lessee's knowledge, (a) no defense or offset to
the enforcement of the Lease by Lessor exists, (b) Lessor is not in default
under the Lease and has not committed any breach thereunder, nor has any event
occurred which, with the passage of time or the giving of notice, or both, would
constitute a default or breach thereunder by Lessor, and (c) there are no
outstanding obligations of Lessor to make any tenant improvements to the
Premises or to pay any tenant improvement allowance under the Lease.
5. Lessee does not have any (a) option or preferential right to
purchase all or any part of the Premises or the building of which the Premises
are a part, or (b) right, title or interest with the respect to the Premises
other than as Lessee under the Lease.
EXHIBIT B-1
Page 1 of 2
30
6. Each individual executing and delivering this document on
behalf of Lessee hereby represents and warrants that such individual has the
power and is duly authorized to do so.
Lessee hereby acknowledges that Lessor and prospective purchasers
and lenders are relying hereon and warrants, represents and declares that each
of the foregoing certifications is true, correct and complete, subject to only
the following exceptions, if any:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Dated: _________________.
_______________________________________,
a_______________________________________
By______________________________________
Name:_________________________________
Title:________________________________
By______________________________________
Name:_________________________________
Title:________________________________
EXHIBIT B-1
Page 2 of 2
31
ESTOPPEL CERTIFICATE OF SELLER
Arden Realty Limited Partnership
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, Esq.
Re: Lease
Gentlemen:
With respect to that certain Office Lease Agreement dated
_________________ (the "Lease"), between the undersigned, as the lessor
("Lessor"), and ____________________, as the lessee ("Lessee"), relating to
certain premises designated as Suite ______ (the "Premises"), located at
__________________________________________, Beverly Hills, California, Lessor
hereby certifies that, as of the date hereof and subject to only those
exceptions, if any, noted below:
1. There have been no amendments, modifications, extensions,
assignments or subleases of or relating to the Lease. The Lease is in full force
and effect.
2. The term of the Lease commenced on _________________ and is
scheduled to expire on _________________ (subject to any extension option
contained therein). Possession of the Premises has been delivered by Lessor to
Lessee, and Lessee has accepted and does occupy the Premises.
3. No more than one (1) month's rent has been paid in advance; a
security deposit in the amount set forth in the Lease has been paid; no other
amounts have been paid in advance to Lessor or deposited therewith by Lessee.
4. No defense or offset to the enforcement of the Lease by Lessor
exists. Lessor is not in default under the Lease and has not committed any
breach thereunder, nor has any event occurred which, with the passage of time or
the giving of notice, or both, would constitute a default or breach thereunder
by Lessor. There are no outstanding obligations of Lessor to make any tenant
improvements to the Premises or to pay any tenant improvement allowance under
the Lease.
5. Lessee does not have any (a) option or preferential right to
purchase all or any part of the Premises or the building of which the Premises
are a part, or (b) right, title or interest with the respect to the Premises
other than as Lessee under the Lease.
6. Each individual executing and delivering this document on
behalf of Lessor hereby represents and warrants that such individual has the
power and is duly authorized to do so.
EXHIBIT B-2
Page 1 of 2
32
Lessor hereby acknowledges that you are relying hereon and warrants,
represents and declares that each of the foregoing certifications is true,
correct and complete, subject to only the following exceptions, if any:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Notwithstanding any contrary provision in this document, the
foregoing provisions of this document are based solely on the current actual
knowledge of ▇▇▇▇ ▇▇▇▇▇▇▇▇ of G.E. Capital Realty Group, the asset manager of
the property of which the Premises are a part, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇▇▇▇ &
Company, the property manager of such property, without investigation or inquiry
by, or personal liability on the part of, such individuals or such employers.
Dated: _________________.
MATTERHORN USA, INC.,
a Delaware Corporation
By: GE Capital Realty Group, Inc.,
a Texas corporation,
its duly authorized agent
By___________________________________
Name:______________________________
Title:_____________________________
EXHIBIT B-2
Page 2 of 2
33
ACM NOTICE
To: Prospective Purchaser
Re: Transmittal of Information Regarding
Asbestos-Containing Material and
Presumed Asbestos-Containing Material
Gentlemen:
As you may know, the Occupational Safety and Health Administration
has enacted regulations (the "OSHA Regulations") which require building owners
to provide notice of the presence and location of asbestos-containing material
("ACM") and presumed ACM ("PACM") along with any relevant information to
employers of employees who work in the owner's building.(1) In addition,
building owners must keep records of all information required to be maintained
by the regulations and transmit them to subsequent owners.(2)
In accordance with the OSHA Regulations, specifically, 29 C.F.R.
Section 1910.1001(j)(2)(ii), we are providing to you herewith copies of
information in our possession regarding the ACM and any PACM located at the
improved real property in Beverly Hills, California, owned by the undersigned
including, without limitation, copies of any applicable asbestos sampling
reports in our possession (such information and reports being referred to herein
collectively as the "Reports").
The undersigned makes no representations, warranties, promises,
covenants, agreements or guarantees of any kind or character whatsoever, express
or implied, oral or written, past, present or future, of, as to, concerning or
with respect to the information and documentation transmitted herewith
including, without limitation, the accuracy or completeness of the Reports or
the Reports' compliance with, or the effect of, the OSHA Regulations.
--------
(1) 59 Fed. Reg. 40964, 41061 (Aug. 10, 1994), codified at 29 C.F.R.
Section 1910.1001(j).
(2) Id.
EXHIBIT C
Page 1 of 2
34
We request that you acknowledge receipt of these materials by
signing below.
Dated: ________________________.
MATTERHORN USA, INC.,
a Delaware Corporation
By: GE Capital Realty Group, Inc.,
a Texas corporation,
its duly authorized agent
By________________________________
Name:___________________________
Title:__________________________
RECEIPT ACKNOWLEDGED:
__________________________________,
a__________________________________
By_________________________________
Name:____________________________
Title:___________________________
By_________________________________
Name:____________________________
EXHIBIT C
Page 2 of 2
35
GRANT DEED
RECORDING REQUESTED BY
COMMONWEALTH LAND TITLE
INSURANCE COMPANY
WHEN RECORDED MAIL, AND
MAIL TAX STATEMENTS, TO:
__________________________
__________________________
__________________________
__________________________
-----------------SPACE ABOVE THIS LINE FOR RECORDER'S USE----------------
GRANT DEED
Documentary transfer tax is not for public
record (R&T 11932). A.P.N. ▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇-▇▇▇-▇▇▇
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
MATTERHORN USA, INC., a Delaware corporation ("Grantor"), hereby grants to
_______________________________________, a __________________________________
("Grantee"), all of Grantor's right, title and interest in and to the real
property located in the County of Los Angeles, State of California, and more
particularly described in Exhibit A attached hereto and made a part hereof,
subject to a lien for real property taxes and to all covenants, conditions,
easements, encumbrances and all other matters of record.
Dated: ________________________.
MATTERHORN USA, INC.,
a Delaware Corporation
By: GE Capital Realty Group, Inc.,
a Texas corporation,
its duly authorized agent
By_________________________________
Name:____________________________
Title:___________________________
EXHIBIT D
Page 1 of 2
36
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )
On __________________, before me, the undersigned, a Notary Public in and
for said State, personally appeared _______________________________, known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
------------------------------
Notary Public in and for
the State of Texas
EXHIBIT D
Page 2 of 2
37
▇▇▇▇ OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR VALUABLE CONSIDERATION, receipt and sufficiency of which are
hereby acknowledged, MATTERHORN USA, INC., a Delaware corporation ("Assignor"),
hereby sells, transfers, assigns and conveys to _________________________, a
_________________________ ("Assignee"), the following:
1. All right, title and interest of Assignor in and to all
appliances, fixtures, equipment, machinery, furniture, carpet, drapes and other
tangible personal property (collectively, "Personal Property") located on and
used solely in connection with the management, maintenance or operation of that
certain improved real property legally described in Exhibit A attached hereto
and made a part hereof (the "Real Property"), but excluding tangible personal
property owned or leased from third parties by tenants of the Real Property
under the Leases (as hereinafter defined) or not otherwise owned by Assignor.
2. All right, title and interest of Assignor as lessor in and to the
leases (the "Leases") relating to the leasing of space in the Real Property
described in Exhibit B attached hereto and made a part hereof and all of the
rights, interests, benefits, obligations and privileges of the lessor
thereunder.
3. To the extent assignable at no cost or expense to Assignor and
without the consent of third parties, all right, title and interest of Assignor
in and to all intangible property ("Intangible Property") owned by Assignor and
pertaining solely to the Real Property or the Personal Property or any business
or businesses conducted thereon including, but not limited to, leases (other
than the Leases), service agreements and other contracts (other than the
Contracts, as hereinafter defined), building and trade names, business licenses,
warranties, utility contracts, rent lists, advertising materials, telephone
exchange numbers, plans and specifications, governmental approvals and
development rights.
4. To the extent assignable without the consent of third parties and
in the possession of Assignor, all right, title and interest of Assignor in and
to the contracts pertaining to the subject property, not cancelable on thirty
(30) days' notice without penalty or premium, and listed in Exhibit C attached
hereto and made a part hereof (the "Contracts"), including, but not limited to,
the service contracts, equipment leases and maintenance contracts so listed.
This ▇▇▇▇ of Sale, Assignment and Assumption Agreement is given
pursuant to that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated December 22, 1997 (the "Purchase Agreement"), by and between
Assignor and Assignee, providing for, among other things, the conveyance of the
Personal Property, the Real Property, the Leases, the Intangible Property and
the Contracts.
The covenants, agreements, representations, warranties, indemnities,
limitations and disclaimers provided in the Purchase Agreement with respect to
the property conveyed hereunder (including, without limitation, the limitations
of Assignor's liability provided in the Purchase Agreement) are hereby
incorporated herein by this reference as if herein set out in full and shall
EXHIBIT E
Page 1 of 3
38
inure to the benefit of and shall be binding upon Assignee and Assignor and
their respective successors and assigns.
This ▇▇▇▇ of Sale, Assignment and Assumption Agreement is made
subject to all covenants, conditions, matters, liens and encumbrances affecting
the subject property.
This ▇▇▇▇ of Sale, Assignment and Assumption Agreement may be
executed in one or more identical counterparts, each of which such counterparts
shall be deemed an original for all purposes and all such counterparts shall
collectively constitute one such ▇▇▇▇ of Sale, Assignment and Assumption
Agreement.
Dated: ________________________.
"ASSIGNOR"
MATTERHORN USA, INC.,
a Delaware Corporation
By: GE Capital Realty Group, Inc.,
a Texas corporation,
its duly authorized agent
By_____________________________________
Name:________________________________
Title:_______________________________
ASSUMPTION
As of the date above set forth, Assignee hereby accepts and agrees
to the foregoing ▇▇▇▇ of Sale, Assignment and Assumption Agreement and hereby
assumes and agrees to discharge, in accordance with the terms thereof, all of
the burdens and obligations of Assignor relating to the Personal Property, the
Leases, the Intangible Property and the Contracts arising or accruing on or
after the effective date of the foregoing ▇▇▇▇ of Sale, Assignment and
Assumption Agreement, subject to any provisions in the Leases which limit the
liability of the
EXHIBIT E
Page 2 of 3
39
lessor thereunder. All capitalized terms used in the foregoing provisions of
this Assumption shall be as defined in the foregoing ▇▇▇▇ of Sale, Assignment
and Assumption Agreement.
"ASSIGNEE"
_______________________________________,
a_______________________________________
By______________________________________
Name:_________________________________
Title:________________________________
By______________________________________
Name:_________________________________
Title:________________________________
EXHIBIT E
Page 3 of 3
40
CERTIFICATION OF NON-FOREIGN STATUS
A. Federal FIRPTA Certificate.
Section 1445 of the Internal Revenue Code provides that a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform , a ("Transferee"), that withholding of tax is not
required upon the disposition (whether by foreclosure, deed-in-lieu of
foreclosure, or otherwise) of a U.S. real property interest by Matterhorn USA,
Inc., a Delaware corporation ("Transferor"), Transferor hereby certifies the
following to Transferee:
1. Transferor is not a foreign person (as defined in the
Internal Revenue Code).
2. Transferor's U.S. employer identification number is__________
3. Transferor's office address is:
Matterhorn USA, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: K. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
4. Transferor understands that this certification may be disclosed
to the Internal Revenue Service by Transferee and that any false statement
contained herein could be punished by fine, imprisonment or both.
5. Transferor understands that Transferee is relying on this
certification in determining whether withholding is required upon such transfer.
B. California Resident/Non-Resident Affidavit.
Transferor hereby certifies that it is a California resident with a
permanent place of business located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and that Transferor is not subject to
withholding of a portion of the sales price pursuant to the California Revenue
and Taxation Code.
Transferor understands that this certificate may be disclosed to the
Franchise Tax Board of California by Transferee and that any false statement
contained herein could be punished by fine, imprisonment or both.
EXHIBIT F
Page 1 of 2
41
Under penalty of perjury, the undersigned declares that he/she has
examined this certification and to the best of his/her knowledge and belief it
is true, correct and complete, and he/she further declares that he/she has the
authority to sign this document on behalf of Transferor.
Dated: ________________________.
"TRANSFEROR"
MATTERHORN USA, INC.,
a Delaware Corporation
By: GE Capital Realty Group, Inc.,
a Texas corporation,
its duly authorized agent
By__________________________________
Name:_____________________________
Title:____________________________
EXHIBIT F
Page 2 of 2
42
TAXPAYER I.D. CERTIFICATE
With respect to that certain Purchase and Sale Agreement and Joint
Escrow Instructions dated December 22, 1997 (the "Purchase Agreement"), by and
between Matterhorn USA, Inc. ("Seller") and the undersigned ("Purchaser"), and
in connection with certain Internal Revenue Service reporting requirements
imposed upon Seller, Purchaser hereby certifies that listed below are
Purchaser's address and taxpayer I.D. number, true and correct as of the Closing
Date (as defined in the Purchase Agreement):
Address: _______________________
_______________________
_______________________
_______________________
Taxpayer I.D. No.: _______________________
Purchaser hereby consents to Seller's release of the above
information in connection with any reporting requirements imposed upon Seller by
any governmental authority.
Dated: ________________________.
_______________________________________,
a_______________________________________
By______________________________________
Name:_________________________________
Title:________________________________
By______________________________________
Name:_________________________________
Title:________________________________
EXHIBIT G
Page 1 of 1
43
EXHIBIT H-1
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
SIGNED LEASE COSTS WHICH ARE PURCHASER'S RESPONSIBILITY
------------------------------------------------------------------------------------------------------------------------------------
TENANT/SUITE SIZE TERM LAST PROPOSAL TI's COMMISSIONS COMMENTS/STATUS
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇, ▇▇▇▇▇▇▇ 12,436(r) 7 yrs. Mos. 1-24 $1.85 $134,000 for the $31,896.55 balance due -Original lease fully
& Ryder 11,592(u) Mos. 25-60 $2.00 original premises CB Commercial and executed on 9/11/97.
600W Mos. 61-84 $2.15 which is the esti- $23,922.42 balance due -First Amendment for an
mated amount re- First Property upon additional 921 sq. ft.
maining after the tenant move-in for fully executed on 12/8/97.
December draw. original premises; -Under construction.
Mos. 1-4 @ $5,103.07 due CB Com- -Occupancy projected 2/4/98.
50% abatement $27(u) or $22,410 mercial for total
for the expansion commission on expan-
premises. sion space and
$3,188.97 due First
Property for total com-
mission on expansion
space.
------------------------------------------------------------------------------------------------------------------------------------
MNP Personnel 1,827(r) 5 yrs. Mos. 1-60 $1.95 $31.75(u) or $4,275.18 due Beltier -Leases executed by tenant
665E 1,548(u) $49,149. Tenant has Commercial for lease on 11/25/97.
right to amortize execution; $2,671.99 -Under construction.
additional TI's at due First Property for -Rent commencement
10%. lease execution. scheduled 2/7/97.
$4,275.18 due Beltier
Commercial upon move-
in; $2,671.99 due
First Property upon
move-in.
------------------------------------------------------------------------------------------------------------------------------------
Law Offices of 3,028(r) 5 yrs. Mos. 1-60 $1.95 $20(u) or $51,240. $7,078.60 due ▇▇▇▇▇▇▇ -Leases executed by tenant
▇▇▇▇▇▇ ▇▇▇▇▇ 2,562(u) 50% of tenant cov- for lease execution; 11/14/9. Tenant temporarily
601E erage to be amor- $4,424.07 due First occupying suite 340W until
tized at 10%. Property for lease exe- completion of 601E.
cution; $7,078.50 due -Tenant finalizing prelim-
▇▇▇▇▇▇▇ upon move-in; inary space plan.
$4,424.06 due First
Property upon move-in.
------------------------------------------------------------------------------------------------------------------------------------
Freshman, Marantz, 16,476(r) $35,983.58 due CB Com- -Commission due in event
Orlanski, ▇▇▇▇▇▇ mercial; $21,526.43 tenant waives right to
& ▇▇▇▇▇ due First Property cancel as of 8/1/2001.
800E
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Medical 32,696(r) $90,000 (estimated) -Landlord is responsible to
Institute install a monument sign
East Tower fronting Wilshire Boule-
Penthouse vard. Tenant is responsible
for 1/3 of cost.
------------------------------------------------------------------------------------------------------------------------------------
Writers Guild 10,834(r) $73,390 refurbishment
151R allowance due 1/13/04;
$158,175 refurbishment
allowance due if ten-
ant exercises option
commencing 2/1/12
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 13,834(r) a commission of 4% yrs.
900W 1-5 and 2% yrs. 6-10
is due Les Small & Co.
for expansion space
leased by tenant so
long as Les Small and
Co. is the sole and
exclusive broker rep-
resenting tenant.
------------------------------------------------------------------------------------------------------------------------------------
Current Estimated Current Estimated Total:
Total: $101,010.49
$390,189 (excluding contingent
(excluding contingent costs)
costs)
------------------------------------------------------------------------------------------------------------------------------------
44
EXHIBIT H-2
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
PROPOSAL NEGOTIATIONS/PENDING NEGOTIATIONS AND COSTS WHICH PURCHASER APPROVES
Page 1
-----------------------------------------------------------------------------------------------------------------------------------
TENANT/SUITE SIZE TERM LAST PROPOSAL TI's COMMISSIONS COMMENTS/STATUS
-----------------------------------------------------------------------------------------------------------------------------------
▇▇. ▇▇▇▇▇ 2,199(r) 10 yrs. Mos. 1-30 $2.10 $50(u) or $94,850; $9,288.80 due Landmark - Execution copies of lease
448W 1,897(u) Mos. 31-60 $2.30 5% supervision fee Commercial upon lease agreement about to be
Mos. 61-90 $2.50 to landlord. execution; $5,792.99 submitted to tenant.
Mos. 91-120 $2.75 due First Property upon
lease execution;
$9,268.79 due Landmark
Commercial upon move-in;
$5,792.99 due First
Property upon move-in.
------------------------------------------------------------------------------------------------------------------------------------
MCG Architects, 11,853(r) 5 yrs. Mos. 1-60 $2.05 $43.50(u) or $29,158.38 due Wolf - Received tenant's initial
Inc. 11,093(u) $482,545.50; Commercial upon lease lease comments on
500W 4% supervision execution; $18,223.99 12/11/97.
fee to landlord. due First Property - Working drawing complete
upon lease execution; with plan check approval.
$29,158.38 due Wolf - Contractor to commence
Commercial upon move-in, construction immediately
$18,223.99 due First upon lease execution.
Property upon move-in.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Littos 4,579(r) 5 yrs. Estimated at $25 4% for years 1-5 to - Space plan meeting
Productions 3,879(u) (u), pending Beilter Commercial 12/16/97.
660E construction bid 2.5% for years 1-5 to
First Property
------------------------------------------------------------------------------------------------------------------------------------
Healthsource 7,000- 10 yrs. Mos. 1-30 $2.10 $50(u) 4% for yrs 1-5; - Letter of intent
c/o ▇▇▇▇▇ ▇▇▇▇▇▇, 8,000 Mos. 31-60 $2.30 2% for yrs. 6-10 signed; reviewing
M.D. Mos. 61-90 $2.50 payable to First tenant's financials.
450W Mos. 91-120 $2.70 Property - Requires termination
of American Custom
Coachworks lease to
make deal.
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ 1,609(r) 10 yrs. Mos. 1-60 $2.10 20(u) 4% for years 1-5; 2% for - Counter proposal
630E 1,363(r) Mos. 61-120 $2.40 years 6-10 to ▇▇▇▇▇ ▇▇▇▇; submitted 12/15/97.
2.5% for years 1-5; 1.25%
for years 6-10 to
First Property
------------------------------------------------------------------------------------------------------------------------------------
Liapas Corporation 1,625(r) 3 yrs. Mos. 1-36 $2.10 $5(u) 6.5% for years 1-5 - Letter of intent
517E 1,285(u) to First Property submitted 12/12/97.
- Awaiting tenant's
financials.
------------------------------------------------------------------------------------------------------------------------------------
45
EXHIBIT H-2
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
PROPOSAL NEGOTIATIONS/PENDING NEGOTIATIONS AND COSTS WHICH PURCHASER APPROVES
PAGE 2
-----------------------------------------------------------------------------------------------------------------------------------
TENANT/SUITE SIZE TERM LAST PROPOSAL TI's COMMISSIONS COMMENTS/STATUS
-----------------------------------------------------------------------------------------------------------------------------------
Kelly's Fudge 2,000(r) 5 yrs. Mos. 1-60 $2.10 build-to-suit 4% for years 1-5 - Counter submitted 12/17/97.
517E estimated at $10(u) to ▇▇▇▇▇ & ▇▇▇▇▇
2.5% for years 1-5
to First Property
-----------------------------------------------------------------------------------------------------------------------------------
Caster/▇▇▇▇▇▇▇ 7,000 10 yrs. Mos. 1-30 $2.10 $50(u) 4% for years 1-5; 2% - Agreement to business terms
Eye Center Mos. 31-60 $2.30 for years 6-10 to 12/8/97; requires relocation
350E Mos. 61-90 $2.50 Equis; 2.5% for years of investors title to other
Mos. 91-120 $2.70 1-5; 1.25% for years premises and requires termi-
6-10 to First nation of American Custom
5 yrs. Mos. 1-30 $2.10 $35(u) Property Coachworks lease to make a
Mos. 31-60 $2.40 deal.
- Approved personal financial
statements.
- Tenant revising space plan
12/11/97 through ▇▇▇▇ ▇▇▇▇▇.
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,609(r) 5 yrs. Mos. 1-60 $2.10 $20(u) 4% due Metrospace; - Letter of intent received
630E 1,363(u) 2.5% due First 12/10/97.
Property - Space plan approved 12/11/97;
awaiting construction
estimate and tenant's
financials.
-----------------------------------------------------------------------------------------------------------------------------------
Haran Papma 5,000(r) 6 yrs. Mos. 1-30 $2.05 $41(u) 4% yrs. 1-5; - Letter of intent signed
▇▇▇▇▇▇, MD Mos. 31-60 $2.15 2% yrs. 6-7 due Wolf 11/24/97.
Insyght Mos. 61-72 $2.30 Commercial; 2.5% yrs. - Reviewing tenants financials.
Interactive 1-5; 1.25% yrs. 6-7 - Must relocate this proposed
450W due First Property tenant to other space in
building in order to complete
Healthsource deal.
-----------------------------------------------------------------------------------------------------------------------------------
46
EXHIBIT H-3
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
EXISTING TENANT NEGOTIATIONS AND COSTS WHICH PURCHASER APPROVES
----------------------------------------------------------------------------------------------------------------------------------
TENANT/SUITE SIZE TERM LAST PROPOSAL TI's COMMISSIONS COMMENTS/STATUS
----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ Enterprises 11,900(r) 5 yrs. Mos. 1-60 $2.15 $35(u) 2% commission due - No commitment by tenant
450W Extend current ▇▇▇▇▇▇ & Company at this time.
lease to be
coterminous at
$2.25.
-----------------------------------------------------------------------------------------------------------------------------------
Investor's Title 1,901(r) 3 yrs. Mos. 1-36 $2.00 "as-is" 2% commission due - Lease addendum being
345E ▇▇▇▇▇▇ & Company prepared.
-----------------------------------------------------------------------------------------------------------------------------------
Cantor & Company 1,799(r) 2% commission due - ▇▇▇▇▇▇▇ is tenant broker;
445E ▇▇▇▇▇▇ & Company has not been recognized.
-----------------------------------------------------------------------------------------------------------------------------------
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 2,228(r) 2% commission due - Tenant would like to
330W ▇▇▇▇▇▇ & Company downsize.
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,590(r) Mos. 1-36 $2.05 "as-is" 2% commission due - No agreement yet.
530E ▇▇▇▇▇▇ & Company
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇ 1,607 3 yrs. $2,429.78 due - Amendment signed 12/8/97.
▇▇▇▇▇▇ & Company
-----------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇ ▇▇▇ Restaurant 2% commission due
▇▇▇▇▇▇ & Company
-----------------------------------------------------------------------------------------------------------------------------------
47
EXHIBIT I
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
AGED RECEIVABLE REPORT AS OF DECEMBER 15, 1997
AMOUNTS DUE SELLER UPON COLLECTION
---------------------------------------------------------------------------------------------------------------------------------
TENANT TOTAL CURRENT 30-60 DAYS 60-90 DAYS 90+ DAYS COMMENTS
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇. $ 393.12 $ 393.12 Should be written off, old storage.
---------------------------------------------------------------------------------------------------------------------------------
Am. Comm.
For Shaare Zedek -48.51 -48.51
---------------------------------------------------------------------------------------------------------------------------------
Bella Kalink 2,476.88 1,238.44 1,238.44 ▇▇▇▇ ▇▇▇▇ wants to take over as
subtenant and will pay balance.
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Medical Center 3,403.60 1,331.52 73.00 1,999.08
---------------------------------------------------------------------------------------------------------------------------------
▇▇. ▇▇▇▇▇ ▇▇▇▇▇ -559.22 -279.61 -279.61
---------------------------------------------------------------------------------------------------------------------------------
Freshman Marantz 183.00 183.00
---------------------------------------------------------------------------------------------------------------------------------
Golden & ▇▇▇▇▇▇▇▇ 2,794.80 116.45 116.45 116.45 2,445.45 Tenant has questioned operating
expenses, should resolve soon.
---------------------------------------------------------------------------------------------------------------------------------
Jaman, Khan & Assoc. 5,340.88 5,340.88 Tenant to pay 12/17.
---------------------------------------------------------------------------------------------------------------------------------
K & C Group, Inc. 54,888.79 13,689.01 13,689.01 13,374.71 14,136.06 ▇▇▇▇ ▇▇▇ wants to negotiate
a Lease and will pay balance due.
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 903.23 903.25 Tenant disputing gross receipts tax.
---------------------------------------------------------------------------------------------------------------------------------
Ms Max -41.60 -41.60
---------------------------------------------------------------------------------------------------------------------------------
MSB Management Corp. 18,446.29 3,668.48 3,668.48 3,668.48 7,440.85 Tenant served Notice to pay or quit
12/11, will vacate year end.
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
& ▇▇▇▇ 1,850.00 1,850.00
---------------------------------------------------------------------------------------------------------------------------------
Southern California
Savings -13,074.20 -1,004.54 -2,131.58 -7,806.50 Overpayment of operating expenses-
refund due.
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 38,511.74 38,511.74 Tenant declared bankruptcy, W/O.
Paid $7,173.24.
---------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇ 405.00 410.00 -5.00
---------------------------------------------------------------------------------------------------------------------------------
Successful Marketing
Group 20,502.47 3,013.96 3,013.96 3,018.96 11,455.59 Tenant evicted, do not expect
payment.
---------------------------------------------------------------------------------------------------------------------------------
Writer's Guild of
America 27,122.76 4,520.46 4,520.46 4,520.46 13,561.38 Tenant disputing commencement date
of expansion due to City's parking
requirements.
---------------------------------------------------------------------------------------------------------------------------------
Totals $163,498.75 $33,853.15 $23,855.10 $24,566.56 $81,223.94
---------------------------------------------------------------------------------------------------------------------------------
48
EXHIBIT J - 24 pages
TN00R0-2.0 Rent Roll - December, 1997 Page: 1
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
2011 CORPORATION G.H. DEVELOPMENT 1,203 $0.00 $0.00 1997
1046 01-01-97 $2,165.40 $1.80 $0.00
W0362 36 Months $0.00 $0.00 $0.00
12-31-99 $50.89 $0.04 ------
---------- ------ $0.00
$2,216.29 $1.84
A. T. TRADE, INC. 4,222 $3,905.35 $0.93 1997
1042 02-01-97 $3,905.35 $0.93 $0.00
E0715 60 Months $0.00 $0.00 $0.00
01-31-02 $183.55 $0.04 ------
---------- ------ $0.00
$7,994.25 $1.89
AEROFLOT 1,160 $1,910.00 $1.65 1994
3002 05-06-94 $0.00 $0.00 $7.87
W0175 61 Months $29.97 $0.03 $0.00
05-31-99 $45.59 $0.04 ------
---------- ------ $7.87
$1,985.56 $1.71
AM. COMM. FOR SHAARE ZEDEK
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,896 $3,223.20 $1.70 1995
1004 12-20-95 $0.00 $0.00 $7.88
E0300 60 Months $47.40 $0.03 $0.00
12-14-00 $76.86 $0.04 ------
---------- ------ $7.88
$3,347.46 $1.77
AMERICAN CUSTOM COACHWORKS 3,433 $6,481.08 $1.89 1990
1008 01-01-94 $0.00 $0.00 $3.22
E0333 M x M $199.78 $0.06 $1.45
$157.00 $0.05 ------
---------- ------ $4.67
$6,837.86 $1.99
AMERICAN MARKET EXCHANGE CORP 1,980 $1,881.00 $0.95 1997
1057 10-29-97 $1,881.00 $0.95 $0.00
E0505 24 Months $0.00 $0.00 $0.00
10-31-99 $88.41 $0.04 ------
---------- ------ $0.00
$3,850.41 $1.94
Tenant Name ----------- Consumer price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
2011 CORPORATION G.H. DEVELOPMENT 01-01-97 2 Months Rent Abatement $1,082.70
1046 03-01-97 $0.90 $1,082.70
W0362 07-01-97 $1.80 $2,165.40
A. T. TRADE, INC. 08-01-97 $1.85 $7,810.70
1042
E0715
AEROFLOT
3002
W0175
AM. COMM. FOR SHAARE ZEDEK
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
1004
E0300
AMERICAN CUSTOM COACHWORKS
1008
E0333
AMERICAN MARKET EXCHANGE CORP 11-29-97 $1.90 $3,762.00
1057
E0505
49
TN00R0-2.0 Rent Roll - December, 1997 Page: 2
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== =================== =========== =========
AMPERSAND FILMS/A&A, LLC DBA 1,907 $ 3,527.95 $1.85 1997
EVOLVE ENTERTAINMENT 12-30-96 $ 0.00 $0.00 $ 0.00
1045 30 Months $ 0.00 $0.00 $ 0.00
E0540 06-30-99 $ 82.91 $0.04 ------
----------- ----- $ 0.00
$ 3,610.86 $1.89
ANCHOR CLINIC, INC. DRS. ▇▇▇▇ & 2,838 $ 2,823.81 $0.99 ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ 11-01-96 $ 2,991.73 $1.05 $10.03
1038 61 Months $ 0.00 $0.00 $ 0.00
E0605 11-30-01 $ 136.67 $0.05 ------
---------- ----- $10.03
$ 5,952.21 $2.10
ARDEN REALTY, LIMITED PARTNER 7,194 $12,949.20 $1.80 1995
1029 07-01-95 $ 0.00 $0.00 $ 7.88
E0700 60 Months $ 179.85 $0.03 $ 0.00
06-30-00 $ 308.53 $0.04 ------
---------- ----- $ 7.88
$13,437.58 $1.87
VACANT SPACE
12,436 $24,872.00 $2.00
W0600 $ 0.00 $0.00 $ 0.00
$ 0.00 $0.00 $ 0.00
$ 0.00 $0.00 ------
---------- ----- $ 0.00
$24,872.00 $2.00
BELLA KALINK 605 $ 1,210.00 $2.00 1996
1002 06-01-96 $ 0.00 $0.00 $10.03
E0210 24 Months $ 0.00 $0.00 $ 0.00
05-31-98 $ 28.44 $0.05 ------
---------- ----- $10.03
$ 1,238.44 $2.05
▇▇▇▇▇▇ MEDICAL CENTER 9,859 $18,732.10 $1.90 1995
1016 12-02-95 $ 492.95 $0.05 $ 7.16
E0900 121 Months $ 221.83 $0.02 $ 0.00
12-30-05 $ 457.00 $0.05 ------
---------- ----- $ 7.16
$19,903.88 $2.02
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
AMPERSAND FILMSS/A&A, LLC DBA
EVOLVE ENTERTAINMENT
1045
E0540
ANCHOR CLINIC, INC. DRS. ▇▇▇▇ & 07-01-97 $1.99 $5,647.62
▇▇▇▇▇▇▇▇▇▇ 11-01-97 $2.05 $5,815.54
1038 11-01-98 $2.11 $5,990.55
E0700 11-01-99 $2.17 $6,170.29
ARDEN REALTY, LIMITED PARTNER
1029
E0700
VACANT SPACE
W0600
BELLA KALINK
1002
E0210
▇▇▇▇▇▇ MEDICAL CENTER 12-01-97 $1.95 $19,225.05
1016 12-01-00 $2.25 $22,182.75
E0900
50
TN00R0-2.0 Rent Roll - December, 1997 Page: 3
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== =================== =========== =========
▇▇▇▇▇▇ MEDICAL CENTER 6,303 $11,975.70 $1.90 1995
1016 11-01-96 $0.00 $0.00 $7.16
E0950 110 Months $ 141.82 $0.02 $0.00
12-31-99 $ 284.76 $0.05 -----
---------- ----- $7.16
$12,402.28 $1.97
▇▇▇▇▇▇ MEDICAL CENTER 0 $ 3,177.48 $0.00 N/A
1016 12-02-95 $ 1,300.00- $0.00 $0.00
E0ZZZ TI REIMB/▇▇▇▇▇ 121 Months $ 0.00 $0.00 $0.00
12-30-05 $ 0.00 $0.00 -----
---------- ----- $0.00
$ 1,877.48 $0.00
▇▇▇▇▇▇ MEDICAL CENTER 16,160 $30,704.00 $1.90 1995
1016 12-02-95 $ 808.00 $0.05 $7.16
E1000 121 Months $ 363.60 $0.02 $0.00
12-30-05 $ 749.08 $0.05 -----
---------- ----- $7.16
$32,624.68 $2.02
▇▇▇▇▇▇ MEDICAL CENTER
1016 260 $ 260.00 $1.00 N/A
ST001 STORAGE 12-02-95 $ 0.00 $0.00 $0.00
121 Months $ 0.00 $0.00 $0.00
12-30-05 $ 6.11 $0.02 -----
---------- ----- $0.00
$ 266.11 $1.02
▇▇▇▇▇▇ MEDICAL CENTER 114 $ 142.50 $1.25 N/A
1016 12-01-96 $ 0.00 $0.00 $0.00
ST013 STORAGE 109 Months $ 0.00 $0.00 $0.00
12-30-05 $ 3.35 $0.03 -----
---------- ----- $0.00
$ 145.85 $1.28
CANTOR AND COMPANY 1,799 $ 3,921.82 $2.18 1993
1031 02-15-93 $ 0.00 $0.00 $8.03
E0445 60 Months $ 0.00 $0.00 $1.81
02-14-98 $ 92.16 $0.05 -----
---------- ----- $9.84
$4,013.98 $2.23
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇▇▇▇▇ MEDICAL CENTER
1016
E0950
▇▇▇▇▇▇ MEDICAL CENTER 12-02-95 $0.00 $1,877.48
1016
E0ZZZ TI TEIMB/▇▇▇▇▇
▇▇▇▇▇▇ MEDICAL CENTER 12-01-97 $1.95 $31,512.00
1016 12-01-00 $2.25 $36,360.00
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
1016
ST001 STORAGE
▇▇▇▇▇▇ MEDICAL CENTER
1016
ST013 STORAGE
CANTOR AND COMPANY
1031
E0445
51
TN00R0-2.0 Rent Roll - December, 1997 Page: 4
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
▇▇▇▇▇▇▇ & COMPANY REALTORS 798 $1,329.40 $1.67 1997
1041 10-28-96 $ 0.00 $0.00 $0.00
E0407 61 Months $ 0.00 $0.00 $0.00
11-30-01 $ 31.24 $0.04 -----
--------- ----- $0.00
$1,360.64 $1.71
CENTEK CAPITAL GROUP 1,809 $3,165.75 $1.75 1997
1051 02-28-97 $ 0.00 $0.00 $0.00
E0275 36 Months $ 0.00 $0.00 $0.00
02-28-00 $ 74.40 $0.04 -----
--------- ----- $0.00
$3,240.15 $1.79
▇▇▇ ▇▇▇▇▇▇ ASSOCIATES, INC. 1,557 $2,880.45 $1.85 1997
1044 01-15-97 $ 0.00 $0.00 $0.00
E0503 24 Months $ 0.00 $0.00 $0.00
12-31-98 $ 67.69 $0.04 -----
--------- ----- $0.00
$2,948.14 $1.89
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,058 $5,810.20 $1.90 1997
1047 03-15-97 $ 0.00 $0.00 $0.00
E0245 121 Months $ 0.00 $0.00 $0.00
03-31-07 $ 136.54 $0.04 -----
--------- ----- $0.00
$5,946.74 $1.94
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,005 $4,310.75 $2.15 1992
3013 11-01-92 $ 200.00 $0.10 $6.95
W0850 84 Months $ 0.00 $0.00 $2.88
10-31-99 $ 106.01 $0.05 -----
--------- ----- $9.83
$4,617.26 $2.30
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,448 $2,678.80 $1.85 N/A
1007 03-01-95 $ 0.00 $0.00 $0.00
E0312 M x M $ 0.00 $0.00 $0.00
$ 62.95 $0.04 -----
--------- ----- $0.00
$2,741.75 $1.89
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇▇▇▇▇▇ & COMPANY REALTORS 10-28-96 1 Months Rent Abatement $1,329.40
1041
E0407
CENTEK CAPITAL GROUP
1051
E0275
▇▇▇ ▇▇▇▇▇▇ ASSOCIATES, INC. 01-15-98 $1.90 $2,958.30
1044
E0503
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
1047
E0245
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 11-01-96 $2.20 $4,411.00
3013 11-01-97 $2.25 $4,511.25
W0850 11-01-98 $2.30 $4,611.50
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
1007
E0312
52
TN00R0-2.0 Rent Roll - December, 1997 Page: 5
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 2,228 $4,690.77 $2.11 1993
3006 04-12-93 $ 0.00 $0.00 $8.03
W0330 61 Months $ 0.00 $0.00 $1.81
04-30-98 $ 0.00 $0.00 -----
--------- ------ $9.84
$4,690.77 $2.11
▇▇. ▇▇▇▇▇ ▇▇▇▇▇ 1,607 $3,374.70 $2.10 1997
3012 10-15-92 $ 0.00 $0.00 $0.00
W0844 97 Months $ 0.00 $0.00 $0.00
10-31-00 $ 79.31 $0.05 -----
--------- ----- $0.00
$3,454.01 $2.15
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,015 $1,806.70 $1.78 1995
1006 10-23-95 $ 0.00 $0.00 $7.88
E0310 60 Months $ 25.38 $0.03 $0.00
10-31-00 $ 43.05 $0.04 -----
--------- ----- $7.88
$1,875.13 $1.85
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,778 $2,603.70 $1.46 1995
1018 06-01-92 $ 0.00 $0.00 $7.88
E0431 74 Months $ 44.45 $0.03 $0.00
07-31-98 $ 62.23 $0.03 -----
--------- ----- $7.88
$2,710.38 $1.52
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2,713 $4,476.45 $1.65
1056 12-01-97 $ 0.00 $0.00 $0.00
R0145 120 Months $ 0.00 $0.00 $0.00
11-30-07 $ 105.20 $0.04 -----
--------- ----- $0.00
$4,581.65 $1.69
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,887 $4,245.75 $2.25 1994
3014 08-22-94 $ 0.00 $0.00 $7.87
W0852 60 Months $ 48.75 $0.03 $0.00
08-31-99 $ 100.92 $0.05 -----
--------- ----- $7.87
$4,395.42 $2.33
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 06-01-00 $1.75 $4,747.75
1056 12-01-02 $1.85 $5,019.05
R0145 06-01-04 $1.95 $5,290.35
53
TN00R0-2.0 Rent Roll - December, 1997 Page: 6
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
DR. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,518 $ 4,322.48 $2.85 1989
3009 04-01-89 $ 0.00 $0.00 $2.26
W0363 120 Months $ 106.76 $0.07 $0.90
3-31-99 $ 104.09 $0.07 ------
---------- ------ $3.16
$ 4,533.33 $2.99
DRS. DEWHIRTS & ▇▇▇▇▇▇▇▇ 2,488 $ 5,871,80 $2.36 1993
1005 02-22-93 $ 0.00 $0.00 $8.03
E0301 120 Months $ 0.00 $0.00 $1.82
02-21-03 $ 0.00 $0.00 ------
---------- ------ $9.85
$ 5,871.80 $2.36
ENGINEERING STORAGE ▇▇▇▇ ▇▇ $ 0.00 $0.00 N/A
1030 01-01-96 $ 0.00 $0.00 $0.00
ES1BL STORAGE M X M $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 0.00 $0.00
FIDELITY NATIONAL TITLE
1050 2,190 $ 1,916.25 $0.88 1997
W0890 04-12-97 $ 1,916.25 $0.88 $0.00
61 Months $ 0.00 $0.00 $0.00
05-11-02 $ 90.06 $0.04 ------
---------- ------ $0.00
$ 3,922.56 $1.79
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & WEST 520 $ 371.14 $0.71 N/A
AKA ▇▇▇▇▇▇▇ WEST & COMP 07-29-94 $ 0.00 $0.00 $0.00
3003 60 Months $ 0.00 $0.00 $0.00
ST006 STORAGE 07-31-99 $ 8.72 $0.02 ------
---------- ------ $0.00
$ 379.86 $0.73
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & WEST 9,520 $16,660.00 $1.75 1994
AKA ▇▇▇▇▇▇▇ WEST & COMP 07-29-94 $ 0.00 $0.00 $7.87
3003 60 Months $ 245.93 $0.03 $0.00
W0240 07-31-99 $ $397.29 $0.04 ------
---------- ------ $7.87
$17,303.22 $1.82
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
DR. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
3009
W0363
DRS. DEWHIRTS & ▇▇▇▇▇▇▇▇ 02-22-98 $2.50 $6,220.00
1005 02-22-99 $2.60 $6,468.80
E0301 02-22-00 $2.70 $6,717.60
02-22-01 $2.80 $6,966.40
ENGINEERING STORAGE AREA
1030
ES1BL STORAGE
FIDELITY NATIONAL TITLE 05-12-97 $1.75 $3,832.50
1050 10-12-99 $1.93 $4,226.70
W0890
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & WEST
AKA ▇▇▇▇▇▇▇ WEST & COMP
30033
ST006 STORAGE
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & WEST
AKA ▇▇▇▇▇▇▇ WEST & COMP
3003
W0240
54
TN00R0-2.0 Rent Roll - December, 1997 Page: 7
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
FIRST FEDERAL CREDIT CORP 0 $ 3,167.20 $0.00 1995
1020 03-01-96 $ 0.00 $0.00 $0.00
E0501 60 Months $ 42.80 $0.00 $0.00
02-28-01 $ 75.44 $0.00 -----
---------- ----- $0.00
$ 3,285.44 $0.00
FIRST FIDELITY CAPITAL 2,000 $ 1,850.00 $0.93 1997
1053 08-01-97 $ 1,850.00 $0.93 $0.00
W0437 63 Months $ 0.00 $0.00 $0.00
10-31-02 $ 86.95 $0.04 -----
---------- ----- $0.00
$ 3,786.95 $1.89
FRESHMAN MARANTZ 16,476 $26,691.12 $1.62 1996
1015 08-01-96 $ 0.00 $0.00 $9.33
E0800 120 Months $ 0.00 $0.00 $0.00
07-31-06 $ 627.24 $0.04 -----
---------- ----- $9.33
$27,318.36 $1.66
FRESHMAN MARANTZ 120 $ 150.00 $1.25 N/A
1015 07-01-97 $ 0.00 $0.00 $0.00
ST008 STORAGE 109 Months $ 0.00 $0.00 $0.00
07-31-06 $ 3.53 $0.03 -----
---------- ----- $0.00
$ 153.53 $1.28
FRESHMAN MARANTZ 416 $ 478.40 $1.15 N/A
1015 08-01-96 $ 0.00 $0.00 $0.00
ST002 STORAGE 120 Months $ 0.00 $0.00 $0.00
07-31-06 $ 11.24 $0.03 -----
---------- ----- $0.00
$ 489.64 $1.18
GERNSBACHER & ▇▇▇▇▇▇▇▇▇▇ 2,675 $ 4,815.00 $1.80 1995
1035 07-01-95 $ 0.00 $0.00 $7.88
E0710 60 Months $ 66.88 $0.03 $0.00
06-30-00 $ 114.72 $0.04 -----
---------- ----- $7.88
$ 4,996.60 $1.87
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
FIRST FEDERAL CREDIT CORP
1020
E0501
FIRST FIDELITY CAPITAL 11-01-97 $1.85 $3,700.00
1053
W0437
FRESHMAN MARANTZ
1015
E0800
FRESHMAN MARANTZ
1015
ST008 STORAGE
FRESHMAN MARANTZ
1015
ST002 STORAGE
GERNSBACHER & ▇▇▇▇▇▇▇▇▇▇
1035
E0710
55
TN00R0-2.0 Rent Roll - December, 1997 Page: 8
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
GERNSBACHER & ▇▇▇▇▇▇▇▇▇▇ 102 $ 127.50 $1.25 N/A
1035 11-01-96 $ 0.00 $0.00 $0.00
ST018 STORAGE 44 Months $ 0.00 $0.00 $0.00
06-30-00 $ 3.00 $0.03 -----
---------- ----- $0.00
$ 130.50 $1.28
GOLDEN & ▇▇▇▇▇▇▇▇ 4,658 $ 7,918.60 $1.70 1995
1019 01-15-95 $ 0.00 $0.00 $7.88
E0455 66 Months $ 0.00 $0.00 $0.00
07-15-00 $ 0.00 $0.00 -----
---------- ----- $7.88
$ 7,918.60 $1.70
GOLDEN & ▇▇▇▇▇▇▇▇ 0 $ 97.50 $0.00 N/A
1019 02-01-96 $ 0.00 $0.00 $0.00
EZZZZ TI REIMBURSEMENT 53 Months $ 0.00 $0.00 $0.00
07-15-00 $ 0.00 $0.00 -----
---------- ----- $0.00
$ 97.50 $0.00
GOLDEN & ▇▇▇▇▇▇▇▇ 384 $ 384.00 $1.00 N/A
1019 01-15-95 $ 0.00 $0.00 $0.00
ST7&9 STORAGE 66 Months $ 0.00 $0.00 $0.00
07-15-00 $ 0.00 $0.00 -----
---------- ----- $0.00
$ 384.00 $1.00
GRANT & TANI, INC 241 $ 241.00 $1.00 N/A
3016 04-01-93 $ 0.00 $0.00 $0.00
ST012 STORAGE 84 Months $ 0.00 $0.00 $0.00
03-31-00 $ 5.66 $0.02 -----
--------- ----- $0.00
$ 246.66 $1.02
GRANT & TANI, INC 6,190 $11,761.00 $1.90 1995
3016 04-01-93 $ 0.00 $0.00 $7.88
W1000 84 Months $ 154.75 $0.03 $0.00
03-31-00 $ 280.02 $0.05 -----
---------- ----- $7.88
$12,195.77 $1.97
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
GERNSBACHER & ▇▇▇▇▇▇▇▇▇▇
1035
ST018 STORAGE
GOLDEN & ▇▇▇▇▇▇▇▇
1019
E0455
GOLDEN & ▇▇▇▇▇▇▇▇
1019
EZZZZ TI REIMBURSEMENT
GOLDEN & ▇▇▇▇▇▇▇▇
1019
ST7&9 STORAGE
GRANT & TANI, INC
3016
ST012 STORAGE
GRANT & TANI, INC
3016
W1000
56
TN00R0-2.0 Rent Roll - December, 1997 Page: 9
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
GRANT & TANI, INC. 1,867 $ 1,773.65 $0.95 1996
3016 02-01-97 $ 1,204.60 $0.65 $ 0.00
W1050 38 Months $ 0.00 $0.00 $ 0.00
03-31-00 $ 69.99 $0.04 ------
---------- ----- $ 0.00
$ 3,048.24 $1.63
INVESTORS TITLE COMPANY 1,901 $ 3,802.00 $2.00 1992
1009 02-07-92 $ 0.00 $0.00 $ 6.95
E0345 61 Months $ 0.00 $0.00 $ 2.88
21-31-97 $ 89.35 $0.05 ------
---------- ----- $ 9.83
$ 3,891.35 $2.05
JAMAN, ▇▇▇▇ & ASSOC. 2,729 $ 5,103.23 $1.87 1996
1037 06-15-96 $ 0.00 $0.00 $10.03
E0208 60 Months $ 0.00 $0.00 $ 0.00
06-30-01 $ 119.93 $0.04 ------
---------- ----- $10.03
$ 5,223.16 $1.91
JAMAN, ▇▇▇▇ & ASSOC. 92 $ 115.00 $1.37 N/A
1037 01-01-97 $ 0.00 $0.00 $ 0.00
ST010 STORAGE 54 Months $ 0.00 $0.00 $ 0.00
06-30-01 $ 2.70 $0.03 ------
---------- ----- $ 0.88
$ 117.70 $1.28
▇▇▇▇ ▇▇▇▇▇▇ PUBLISHING, INC. 1,798 $ 1,889.55 $1.05 1997
1055 08-01-97 $ 1,889.55 $1.05 $ 0.00
W0350 36 Months $0.00 $0.00 $ 0.00
07-31-00 $ $88.81 $0.05 ------
---------- ----- $ 0.00
$ 3,867.91 $2.15
K & C GROUP, INC. 6,395 $10,848.10 $1.70 NNN
2001 02-05-88 $ 784.20 $0.12 $ 0.00
R0151 126 Months $ 1,564.41 $0.24 $ 0.00
08-03-98 $ 310.12 $0.05 ------
---------- ----- $ 0.00
$13,506.83 $2.11
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
GRANT & TANI, INC. 06-01-97 $1.60 $2,978.25
3016 02-01-98 $1.90 $3,547.30
W1050
INVESTORS TITLE COMPANY
1009
E0345
JAMAN, ▇▇▇▇ & ASSOC. 06-15-96 1 Months Rent Abatement $4,164.73
1037
E0208
JAMAN, ▇▇▇▇ & ASSOC.
1037
ST010 STORAGE
▇▇▇▇ ▇▇▇▇▇▇ PUBLISHING, INC. 09-01-97 $2.10 $3,779.10
1055
W0350
K & C GROUP, INC. 12-01-96 $1.82 $11,632.30
2001
R0151
57
TN00R0-2.0 Rent Roll - December, 1997 Page: 10
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
K&C GROUP, INC. 178 $ 178.00 $1.00 N/A
2001 02-05-88 $ 0.00 $0.00 $ 0.00
ST011 STORAGE 126 Months $ 0.00 $0.00 $ 0.00
08-03-98 $ 4.18 $0.02 ------
---------- ----- $ 0.00
$ 182.18 $1.02
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ & CO 2,298 $ 4,182.36 $1.82 1996
3004 08-25-96 $ 0.00 $0.00 $10.03
W0250 60 Months $ 0.00 $0.00 $ 0.00
08-30-01 $ 0.00 $0.00 ------
---------- ----- $10.03
$ 4,182.36 $1.82
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 2,021 $ 1,818.90 $0.90 1997
1049 04-21-97 $ 1,818.90 $0.90 $ 0.00
W0840 120 Months $ 0.00 $0.00 $ 0.00
04-30-07 $ 85.49 $0.04 ------
---------- ----- $ 0.00
$ 3,723.29 $1.84
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
1049 11,813 $10,631.70 $0.90 1997
W0900 04-21-97 $10,631.70 $0.90 $ 0.00
120 Months $ 0.00 $0.00 $ 0.00
04-30-07 $ 499.69 $0.04 ------
---------- ----- $ 0.00
$21,763.09 $1.84
LPG USA, INC. 1,865 $ 1,773.75 $0.95 1997
1043 05-09-97 $ 0.00 $0.00 $ 0.00
E0502 SUITE 501E 61 Months $ 0.00 $0.00 $ 0.00
05-31-02 $ 41.68 $0.02 ------
---------- ----- $ 0.00
$ 1,815.43 $0.97
MAAZDA TRAVEL 1,633 $ 3,674.25 $2.25 1993
1013 07-01-93 $ 0.00 $0.00 $ 8.03
E0423 60 Months $ 0.00 $0.00 $ 1.81
06-30-98 $ 86.34 $0.05 ------
---------- ----- $ 9.84
$ 3,760.59 $2.30
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
K&C GROUP, INC.
2001
ST011 STORAGE
▇▇▇▇▇, MANDELBLATT & CO 10-01-96 2 Months Rent Abatement $ 2,091.18
▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ $1.80 $ 3,637.80
1049 10-21-99 $2.00 $ 4,042.00
▇▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇-▇▇-▇▇ $1.80 $21,263.40
1049 10-21-99 $2.00 $23,626.00
W0900
LPG USA, INC. 09-09-98 $1.36 $ 2,537.45
1043 10-09-98 $1.85 $ 3,452.25
E0502 SUITE 501E
MAAZDA TRAVEL
1013
E0423
E0333
58
TN00R0-2.0 Rent Roll - December, 1997 Page: 11
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
▇▇▇▇▇ ▇▇▇▇▇▇▇ ENTERPRISES 3,057 $5,808.30 $1.90 1994
3017 12-01-94 $ 0.00 $0.00 $ 7.87
W1060 56 Months $ 78.97 $0.03 $ 0.00
07-31-99 $ 138.35 $0.05 ------
--------- ----- $ 7.87
$6,025.62 $1.97
MARKETING MIX, INC 2,562 $4,739.70 $1.85 1997
1052 03-08-97 $ 0.00 $0.00 $ 0.00
E0404 64 Months $ 0.00 $0.00 $ 0.00
06-30-02 $ 111.38 $0.04 ------
--------- ----- $ 0.00
$4,851.08 $1.89
▇▇▇▇▇▇ MANAGEMENT 2,805 $4,375.80 $1.56 1996
1010 12-01-95 $ 392.70 $0.14 $10.03
E0401 61 Months $ 0.00 $0.00 $ 0.00
12-30-00 $ 112.06 $0.04 ------
--------- ----- $10.03
$4,880.56 $1.74
▇▇▇▇▇▇▇▇▇, BOROCZI & SMITHYMAN 1,187 $2,017.90 $1.70 1997
1048 05-01-97 $ 0.00 $0.00 $ 0.00
W0360 61 Months $ 0.00 $0.00 $ 0.00
06-14-02 $ 47.42 $0.04 ------
--------- ----- $ 0.00
$2,065.32 $1.74
VACANT SPACE 1,827 $3,654.00 $2.00
E0665 $ 0.00 $0.00 $ 0.00
$ 0.00 $0.00 $ 0.00
$ 0.00 $0.00 ------
--------- ------ $ 0.00
$3,654.00 $2.00
MS MAX 826 $1,599.00 $1.94 1995
1023 07-20-95 $ 0.00 $0.00 $ 7.88
E0515 36 Months $ 20.65 $0.03 $ 0.00
07-20-98 $ 38.06 $0.05 ------
--------- ----- $ 7.88
$1,657.71 $2.01
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇▇▇▇ ▇▇▇▇▇▇▇ ENTERPRISES
3017
W1060
MARKETING MIX, INC 03-08-97 3 Months Rent Abatement $4,739.70
1052
E0404
▇▇▇▇▇▇ MANAGEMENT 12-01-96 $1.70 $4,768.50
1010 06-01-98 $1.96 $5,497.80
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & SMITHYMAN 05-01-97 1 Months Rent Abatement $2,017.90
1048 06-01-97 1 Months Rent Abatement $1,008.95
W0360 12-15-99 $1.85 $2,195.95
VACANT SPACE
E0665
MS MAX
1023
E0515
59
TN00R0-2.0 Rent Roll - December, 1997 Page: 12
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
MSB MANAGEMENT CORP 1,770 $3,363.00 $1.90 1995
1022 10-30-95 $ 177.00 $0.10 $7.88
E0509 30 Months $ 44.25 $0.03 $0.00
04-30-98 $ 84.23 $0.05 -----
--------- ----- $7.88
$3,668.48 $2.07
▇▇▇▇ ▇▇▇▇ 1,867 $2,243.51 $1.20 1995
3001 12-05-95 $1,288.23 $0.69 $7.16
W0101 DELI, GR-11, 1,047 SF 85 Months $ 23.56 $0.01 $0.00
12-31-02 $ 83.55 $0.04 -----
--------- ----- $7.16
$3,638,85 $1.95
▇▇▇▇ ▇▇▇▇ 0 $ 0.00 $0.00 1995
3001 12-05-95 $ 0.00 $0.00 $7.16
W0102 SUNDRY, GR-15, 820 SF 85 Months $ 18.45 $0.00 $0.00
12-31-02 $ 0.43 $0.00 -----
--------- ----- $7.16
$ 18.88 $0.00
VACANT SPACE 3,343 $6,686.00 $2.00
$ 0.00 $0.00 $0.00
E0601 $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
--------- ----- $0.00
$6,686.00 $2.00
OFFICE OF THE BUILDING 1,471 $ 0.00 $0.00 N/A
1036 12-20-96 $ 0.00 $0.00 $0.00
E0535 M x M $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
--------- ----- $0.00
$ 0.00 $0.00
▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇ 2,590 $4,532.50 $1.75 1996
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 07-01-94 $ 0.00 $0.00 $9.33
1032 48 Months $ 0.00 $0.00 $0.00
E0530 06-30-98 $ 106.51 $0.04 -----
--------- ----- $9.33
$4,639.01 $1.79
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
MSB MANAGEMENT CORP 05-01-97 $2.00 $3,540.00
1022
E0509
▇▇▇▇ ▇▇▇▇ 12-01-96 $1.89 $3,531.74
3001 12-01-98 $1.55 $2,893.85
W0101 DELI, GR-11, 1,047 SF 12-01-99 $1.95 $3,640.65
▇▇▇▇ ▇▇▇▇
3001
W0102 SUNDRY, GR-15, 820 SF
VACANT SPACE
E0601
OFFICE OF THE BUILDING
1036
E0535
▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
1032
E0530
60
TN00R0-2.0 Rent Roll - December, 1997 Page: 13
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ==========
▇▇▇▇▇▇▇ ▇▇▇▇▇▇/
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 96 $ 96.00 $1.00 N/A
1032 07-01-94 $ 0.00 $0.00 $0.00
ST016 STORAGE 48 Months $ 0.00 $0.00 $0.00
06-30-98 $ 2.26 $0.02 -----
---------- ----- $0.00
$ 98.26 $1.02
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ $ 295.00 $1.25 N/A
3019 07-01-95 $ 0.00 $0.00 $0.00
ST014 STORAGE 63 Months $ 0.00 $0.00 $0.00
09-30-00 $ 0.00 $0.00 ------
---------- ----- $0.00
$ 295.00 $1.25
▇▇▇▇▇▇▇▇▇, GOLDEBERG & ▇▇▇▇
C/O ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 11,852 $20,148.40 $1.70 1995
3019 07-01-95 $ 0.00 $0.00 $7.88
W0700 63 Months $ 296.30 $0.02 $0.00
09-30-00 $ 0.00 $0.00 -----
---------- ----- $7.88
$20,444.70 $1.73
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR 16,252 $ 8,856,16 $0.54 N/A
1000 04-01-70 $ 0.00 $0.00 $0.00
E0100 360 Months $ 4,300.27 $0.26 $0.91
03-31-00 $ 309.18 $0.02 -----
---------- ----- $0.91
$13,465.61 $0.83
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR 0 $ 2,859.13 $0.00 N/A
1000 04-01-70 $ 114.37 $0.00 $0.00
ESIGN SIGNAGE 360 Months $ 0.00 $0.00 $0.00
03-31-00 $ 69.88 $0.00 -----
---------- ----- $0.00
$ 3,043.38 $0.00
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR 461 $ 0.00 $0.00 N/A
1000 04-01-70 $ 0.00 $0.00 $0.00
RST15 STORAGE 360 Months $ 0.00 $0.00 $0.00
03-31-00 $ 0.00 $0.00 -----
---------- ----- $0.00
$ 0.00 $0.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇▇▇▇▇▇ ▇▇▇▇▇▇/
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
1032
ST016 STORAGE
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, GOLDEBERG & ▇▇▇▇
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR
1000
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ SAVINGS 01-01-97 P 0.00% 0.00% 0.00% $0.00 $2,973.50
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR 01-01-98 P 0.00% 0.00% 0.00% $0.00 $3,092.42
1000 01-01-99 P 0.00% 0.00% 0.00% $0.00 $3,216.12
ESIGN SIGNAGE 01-01-00 P 0.00% 0.00% 0.00% $0.00 $3,344.76
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR
1000
RST15 STORAGE
61
TN00R0-2.0 Rent Roll - December, 1997 Page: 14
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ==========
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR 749 $ 1,299.28 $1.73 N/A
1000 04-01-70 $ 26.29 $0.04 $ 0.00
ST3-5 STORAGE 360 Months $ 0.00 $0.00 $ 0.00
03-31-00 $ 31.15 $0.04 ------
---------- ----- $ 0.00
$ 1,356.72 $1.81
▇▇▇▇▇ ▇▇▇▇▇▇ 3,594 $ 7,008.54 $1.95 1996
1001 12-01-95 $ 0.00 $0.00 $10.03
E0201 60 Months $ 0.00 $0.00 $ 0.00
11-30-00 $ 164.70 $0.05 ------
---------- ----- $10.03
$ 7,173.24 $2.00
SUCCESSFUL MARKETING GROUP 1,168 $ 1,472.38 $0.91 1996
1040 08-08-96 $ 1,472.38 $0.91 $10.03
E0517 25 Months $ 0.00 $0.00 $ 0.00
08-31-98 $ 69.20 $0.04 ------
---------- ----- $10.03
$ 3,013.96 $1.86
THE MANAGEMENT GROUP DBA
THE ▇▇▇▇▇▇ COMPANY 2,270 $ 4,086.00 $1.80 1995
1014 05-01-95 $ 0.00 $0.00 $ 7.88
E0725 84 Months $ 56.75 $0.03 $ 0.00
04-30-02 $ 97.35 $0.04 ------
---------- ----- $ 7.88
$ 4,240.10 $1.87
THE MANAGEMENT GROUP DBA 1,400 $ 2,45O.00 $1.75 1997
THE ▇▇▇▇▇▇ COMPANY 05-01-97 $ 0.00 $0.00 $ 0.00
1014 60 Months $ 0.00 $0.00 $ 0.00
E0726 ▇▇▇▇▇▇ EXPANSION 04-30-02 $ 57.58 $0.04 ------
---------- ----- $ 0.00
$ 2,507.58 $1.79
UNIVERSAL TRADE AND TOURISM, I 442 $ 882.00 $2.00 1997
1054 05-01-97 $ 0.00 $0.00 $ 0.00
W0361 12 Months $ 0.00 $0.00 $ 0.00
04-30-98 $ 20.73 $0.05 ------
---------- ----- $ 0.00
$ 902.73 $2.04
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
SOUTHERN CALIFORNIA SAVINGS 01-01-97 P 100.00% 0.0% 0.0% $1.77 $1,325.57
▇▇. ▇▇▇▇▇ ▇▇▇▇ - COR
1000
ST3-5 STORAGE
▇▇▇▇▇ ▇▇▇▇▇▇
1001
E0201
SUCCESSFUL MARKETING GROUP 03-08-97 $0.97 $1,562.59
1040 04-08-97 $1.82 $2,944.76
E0517
THE MANAGEMENT GROUP DBA
THE ▇▇▇▇▇▇ COMPANY
1014
E0725
THE MANAGEMENT GROUP DBA
THE ▇▇▇▇▇▇ COMPANY
1014
E0726 ▇▇▇▇▇▇ EXPANSION
UNIVERSAL TRADE AND TOURISM, I
1054
W0361
62
TN00R0-2.0 Rent Roll - December, 1997 Page: 15
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ==========
▇▇▇▇▇▇ ▇▇▇▇ DBA: HAM & EGGS 1,517 $ 2,654.75 $1.75 1996
1039 08-01-96 $ 0.00 $0.00 $10.03
E0615 36 Months $ 0.00 $0.00 $ 0.00
07-31-99 $ 62.39 $0.04 ------
---------- ----- $10.03
$ 2,717.14 $1.79
WEST COAST GROUND SERVICES 1,750 $ 3,182.50 $1.82 1994
1028 05-01-96 $ 0.00 $0.00 $ 7.87
E0616 37 Months $ 45.21 $0.03 $ 0.00
05-31-99 $ 75.85 $0.04 ------
---------- ----- $ 7.87
$ 3,303.56 $1.89
WEST COAST GROUND SERVICES 993 $ 1,737.75 $1.75 1994
3015 05-06-94 $ 0.00 $0.00 $ 7.87
W0880 61 Months $ 25.65 $0.03 $ 0.00
05-31-99 $ 41.44 $0.04 ------
---------- ----- $ 7.87
$ 1,804.84 $1.82
WILSHIRE PR & ADVERTISING 1,314 $ 2,825.10 $2.15 1992
1003 02-01-93 $ 0.00 $0.00 $ 6.95
E0225 60 Months $ 0.00 $0.00 $ 2.88
01-31-98 $ 66.39 $0.05 ------
---------- ----- $ 9.83
$ 2,891.49 $2.20
WRITER'S GUILD OF AMERICA 7,339 $10,396.92 $1.42 1997
2000 11-01-91 $ 48.92- $0.01- $ 0.00
R0135 243 Months $ 0.00 $0.00 $ 0.00
01-31-12 $ 0.00 $0.00 ------
---------- ----- $ 9.83
$10,348.00 $1.41
WRITER'S GUILD OF AMERICA 3,206 $ 4,520.46 $1.41 1997
2000 07-01-97 $ 0.00 $0.00 $ 0.00
R0143 RETAIL VACANT 175 Months $ 0.00 $0.00 $ 0.00
01-31-12 $ 0.00 $0.00 ------
---------- ----- $ 0.00
$ 4,520.46 $1.41
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
▇▇▇▇▇▇ ▇▇▇▇ DBA: HAM & EGGS 08-01-96 4 Months Rent Abatement $1,327.37
1039
E0615
WEST COAST GROUND SERVICES
1028
E0616
WEST COAST GROUND SERVICES
3015
W0880
WILSHIRE PR & ADVERTISING
1003
E0225
WRITER'S GUILD OF AMERICA 11-01-96 $1.75 $12,843.25
2000 02-01-97 $1.41 $10,348.00
R0135 02-01-02 $1.62 $11,889.18
02-01-07 $1.84 $13,503.76
WRITER'S GUILD OF AMERICA
2000 07-01-02 $1.62 $ 5,193.72
R0143 RETAIL VACANT 07-01-07 $1.84 $ 5,899.04
63
TN00R0-2.0 Rent Roll - December, 1997 Page: 16
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 247 $ 494.00 $2.00
$ 0.00 $0.00 $0.00
E0255 MAIL ROOM $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 494.00 $2.00
VACANT SPACE 4,739 $ 9,478.00 $2.00
$ 0.00 $0.00 $0.00
E0265 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 9,478.00 $2.00
VACANT SPACE 1,637 $ 3,274,00 $2.00
$ 0.00 $0.00 $0.00
E0270 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 3,274.00 $2.00
VACANT SPACE 1,532 $ 3,064.00 $2.00
$ 0.00 $0.00 $0.00
E0305 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 3,064.00 $2.00
VACANT SPACE 5,820 $11,640.00 $2.00
$ 0.00 $0.00 $0.00
E0350 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$11,640.00 $2.00
VACANT SPACE 748 $ 1,496.00 $2.00
$ 0.00 $0.00 $0.00
E0408 $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 1,496.00 $2.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
E0255 MAIL ROOM
VACANT SPACE
E0265 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0270 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0305 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0350 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0408
64
TN00R0-2.0 Rent Roll - December, 1997 Page: 17
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 1,497 $2,994.00 $2.00
$ 0.00 $0.00 $0.00
E0435 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$2,994.00 $2.00
VACANT SPACE 1,285 $2,570.00 $2.00
$ 0.00 $0.00 $0.00
E0450 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$2,570.00 $2.00
VACANT SPACE 4,279 $8,558.00 $2.00
$ 0.00 $0.00 $0.00
E0520 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$8,558.00 $2.00
VACANT SPACE 1,609 $3,218.00 $2.00
$ 0.00 $0.00 $0.00
E0630 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$3,218.00 $2.00
VACANT SPACE 1,036 $2,072.00 $2.00
$ 0.00 $0.00 $0.00
E0655 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$2,072.00 $2.00
VACANT SPACE 4,579 $9,158.00 $2.00
$ 0.00 $0.00 $0.00
E0660 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$9,158.00 $2.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
E0435 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0450 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0520 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0630 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0655 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0660 VACANT
65
TN00R0-2.0 Rent Roll - December, 1997 Page: 18
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 1,087 $2,174.00 $2.00
$ 0.00 $0.00 $0.00
E0675 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$2,174.00 $2.00
VACANT SPACE 77 $ 0.00 $0.00
$ 0.00 $0.00 $0.00
E0730 ROOF ACCESS ROOM $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 0.00 $0.00
VACANT SPACE 1,421 $2,842.00 $2.00
$ 0.00 $0.00 $0.00
E0735 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $7.87
$2,842.00 $2.00
VACANT SPACE -2,598 $5,196.00- $2.00
$ 0.00 $0.00 $0.00
EZ999 EAST TOWER MEASUREMENT VARIANCE $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$5,196.00- $2.00
VACANT SPACE 163 $ 285.25 $1.75
$ 0.00 $0.00 $0.00
R0000 RETAIL/STORAGE $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 285.00 $2.00
VACANT SPACE -290 $ 0.00 $0.00
$ 0.00 $0.00 $0.00
RZ999 RETAIL MEASUREMENT VARIANCE $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 0.00 $0.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
E0675 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
E0730 ROOF ACCESS ROOM
VACANT SPACE
E0735 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
EZ999 EAST TOWER MEASUREMENT VARIANCE
VACANT SPACE
R0000 RETAIL/STORAGE
VACANT SPACE
RZ999 RETAIL MEASUREMENT VARIANCE
66
TN00R0-2.0 Rent Roll - December, 1997 Page: 19
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 777 $ 971.25 $1.25
$ 0.00 $0.00 $0.00
ST017 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$ 971.25 $1.25
VACANT SPACE 284 $ 0.00 $0.00
$ 0.00 $0.00 $0.00
ST0P2 ENGINEERS SHOP $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$ 0.00 $0.00
VACANT SPACE -342 $ 0.00 $0.00
$ 0.00 $0.00 $0.00
SZ999 STORAGE MEASUREMENT VARIANCE $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$ 0.00 $0.00
VACANT SPACE 7,623 $14,864.85 $1.95
$ 0.00 $0.00 $0.00
W0100 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$14,864.85 $1.95
VACANT SPACE 176 $ 352.00 $2.00
$ 0.00 $0.00 $0.00
W0301 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$ 352.00 $2.00
VACANT SPACE 3,727 $ 7,454.00 $2.00
$ 0.00 $0.00 $0.00
W0340 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
---------- ----- $0.00
$ 7,454.00 $2.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
ST017 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
ST0P2 ENGINEERS SHOP
VACANT SPACE
SZ999 STORAGE MEASUREMENT VARIANCE
VACANT SPACE
W0100 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0301 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0340 VACANT
67
TN00R0-2.0 Rent Roll - December, 1997 Page: 20
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 673 $ 1,346.00 $2.00
$ 0.00 $0.00 $0.00
W0435 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 1,346.00 $2.00
VACANT SPACE 3,326 $ 6,652.00 $2.00
$ 0.00 $0.00 $0.00
W0440 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 6,652.00 $2.00
VACANT SPACE 3,512 $ 7,024.00 $2.00
$ 0.00 $0.00 $0.00
W0448 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 7,024.00 $2.00
VACANT SPACE 2,927 $ 5,854.00 $2.00
$ 0.00 $0.00 $0.00
W0457 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 5,854.00 $2.00
VACANT SPACE 13,311 $26,622.00 $2.00
$ 0.00 $0.00 $0.00
W0500 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$26,622.00 $2.00
VACANT SPACE 1,005 $ 2,010.00 $2.00
$ 0.00 $0.00 $0.00
W0895 VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 ------
---------- ------ $0.00
$ 2,010.00 $2.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
W0435 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0440 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0448 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0457 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0500 ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
W0895 VACANT
68
TN00R0-2.0 Rent Roll - December, 1997 Page: 21
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
VACANT SPACE 934 $ 0.00 $0.00
$ 0.00 $0.00 $0.00
WBL03 BUILDING STORAGE $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
--------- ----- $0.00
$ 0.00 $0.00
VACANT SPACE 4,231 $8,250.45 $1.95
$ 0.00 $0.00 $0.00
WML01 WEST MEZZANINE VACANT $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
--------- ----- $0.00
$8,250.45 $1.95
VACANT SPACE -3,535 $7,070.00- $2.00
$ 0.00 $0.00 $0.00
WZ999 WEST TOWER MEASUREMENT VARIANC $ 0.00 $0.00 $0.00
$ 0.00 $0.00 -----
--------- ----- $0.00
$7,070.00- $2.00
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
VACANT SPACE
WBL03 BUILDING STORAGE
VACANT SPACE
WML01 WEST MEZZANINE ▇▇▇▇▇▇
▇▇▇▇▇▇ SPACE
WZ999 WEST TOWER MEASUREMENT VARIANC
69
TN00R0-2.0 Rent Roll - December, 1997 Page: 22
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
Time: 09:14 AM
Building SF - 325,283
Base Rent
Escalation Rental
Expense Recovery Abatement Base/Stop
Tenant Name Commence ▇▇▇▇▇▇▇ Hills Tax Starts Oper. Exp.
Tenant Number Term Total Rental Rate # of Months Prop. Tax
Suite Rentable SF Expiration Mo. Dollars $/SF Mo. Amount Total
============= =========== ========== ======================== =========== ======
* TOTAL OCCUPIED 240,180 $384,262.17
$ 34,662.18
$ 8,394.42
$ 8,617.18
-----------
$435,935.95
* TOTAL VACANT 85,103 $167,663.80
*** GRAND TOTAL 325,283 $551,925.97
$ 34,662.18
$ 8,394.42
$ 8,617.18
-----------
$603,599.75
NUMBER OF TENANTS 66
Tenant Name ----------- Consumer Price Index / Stepped Rent -----------
Tenant Number Index - Rates - - Stepped Amount -
Suite Adj. Date Type % Flr Cap $/SF $'s
============= ========= ==== ===== === === ==== =========
70
TN02RO Rent Roll: Tenant Summary Page: 23
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
December, 1997 Time: 09:15 AM
Tenant Rentable SF Monthly Rent
====== =========== ============
2011 CORPORATION G.H. DEVELOPMENT 1,203 2,216.29
A. T. TRADE, INC. 4,222 7,994.25
AEROFLOT 1,160 1,985.56
AM. COMM. FOR SHAARE ZEDEK ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,896 3,347.46
AMERICAN CUSTOM COACHWORKS 3,433 6,837.86
AMERICAN MARKET EXCHANGE CORP 1,980 3,850.41
AMPERSAND FILMS/A&A, LLC DBA EVOLVE ENTERTAINMENT 1,907 3,610.86
ANCHOR CLINIC, INC. DRS. ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ 2,838 5,952.21
ARDEN REALTY, LIMITED PARTNER 7,194 13,437.58
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 12,436 0.00
BELLA KALINK 605 1,238.44
▇▇▇▇▇▇ MEDICAL CENTER 32,696 67,220.28
CANTOR AND COMPANY 1,799 4,013.98
▇▇▇▇▇▇▇ & COMPANY REALTORS 798 1,360.64
CENTEK CAPITAL GROUP 1,809 3,240.15
▇▇▇ ▇▇▇▇▇▇ ASSOCIATES, INC. 1,557 2,948.14
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 3,058 5,946.74
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,005 4,617.26
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,448 2,741.75
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ 2,228 4,690.77
▇▇. ▇▇▇▇▇ ▇▇▇▇▇ 1,607 3,454.01
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1,015 1,875.13
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 1,778 2,710.38
▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 4,600 8,977.07
DR. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 1,518 4,533.33
DRS. DEWHIRTS & ▇▇▇▇▇▇▇▇ 2,488 5,871.80
ENGINEERING STORAGE AREA 32 0.00
FIDELITY NATIONAL TITLE 2,190 3,922.56
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & WEST AKA ▇▇▇▇▇▇▇
WEST & COMPANY LLP 10,040 17,683.08
FIRST FEDERAL CREDIT CORP 0 3,285.44
FIRST FIDELITY CAPITAL 2,000 3,786.95
FRESHMAN MARANTZ 17,012 27,961.53
GERNSBACHER & ▇▇▇▇▇▇▇▇▇▇ 2,777 5,127.10
GOLDEN & ▇▇▇▇▇▇▇▇ 5,042 8,400.10
GRANT & TANI, INC 8,298 15,490.67
INVESTORS TITLE COMPANY 1,901 3,891.35
JAMAN, ▇▇▇▇ & ASSOC. 2,821 5,340.86
▇▇▇▇ ▇▇▇▇▇▇ PUBLISHING, INC. 1,798 3,867.91
K & C GROUP, INC 6,573 13,689.01
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ & CO 2,298 4,182.36
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ 13,834 25,486.38
LPG USA, INC. 1,865 1,815.43
MAAZDA TRAVEL 1,633 3,760.59
71
TN02RO Rent Roll: Tenant Summary Page: 24
46 - 9100 WILSHIRE BUILDING Date: 12-22-97
December, 1997 Time: 09:15 AM
Tenant Rentable SF Monthly Rent
====== =========== ============
▇▇▇▇▇ ▇▇▇▇▇▇▇ ENTERPRISES 3,057 6,025.62
MARKETING MIX, INC 2,562 4,851.08
▇▇▇▇▇▇ MANAGEMENT 2,805 4,880.56
▇▇▇▇▇▇▇▇▇, BOROCZI & SMITHYMAN 1,187 2,065.32
MNP CORPORATE STAFFING, INC. 1,827 0.00
MS MAX 826 1,657.71
MSB MANAGEMENT CORP 1,770 3,668.48
▇▇▇▇ ▇▇▇▇ 1,867 3,657.73
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 3,343 0.00
OFFICE OF THE BUILDING 1,471 0.00
▇▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,686 4,737.27
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ C/O ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 12,088 20,739.70
SOUTHERN CALIFORNIA SAVINGS
▇▇. ▇▇▇▇▇ ▇▇▇▇ - CORPORATE 17,462 17,865.71
▇▇▇▇▇ ▇▇▇▇▇▇ 3,594 7,173.24
SUCCESSFUL MARKETING GROUP 1,618 3,013.96
THE MANAGEMENT GROUP DBA THE ▇▇▇▇▇▇ COMPANY 3,670 6,747.68
UNIVERSAL TRADE AND TOURISM, I 442 902.73
▇▇▇▇▇▇ ▇▇▇▇ DBA: HAM & EGGS 1,517 2,717.14
WEST COAST GROUND SERVICES 2,743 5,108.40
WILSHIRE PR & ADVERTISING 1,314 2,891.49
WRITER'S GUILD OF AMERICA 10,545 14,868.46
VACANT SPACE 67,497 0.00
TGOARG/month-end$ 199712 325,283 435,935.95
72
SCHEDULE OF CONTRACTS
[NONE]
EXHIBIT K
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