EX 99.1
AGREEMENT TO PURCHASE AND SELL
THIS AGREEMENT TO PURCHASE AND SELL ("AGREEMENT") is made and entered Into
as of the last day of execution hereof by Purchaser and Seller (the Effective
Date") by and between 000 XXXXX XXXXXX ASSOCIATES LIMITED PARTNERSHIP
("Seller"), and SIBLING ODYSSEY II LLC, a Louisiana Limited Partnership
("Purchaser").
WITNESSETH:
1. AGREEMENT TO SELL AND CONVEY. Seller hereby agrees to sell and convey to
Purchaser and Purchaser hereby agrees to purchase from Seller, the
immovable property in New Orleans, Louisiana, designated as Lot 23,24,25,
and a small undesignated triangle adjoining Xxx 00, Xxxxxx 000, Xxxxx
Xxxxxxxx, Xxxxxxxxx Number 400 - 402 Xxxxx Street, known as the Loft
Apartments located thereon, containing approximately 24 apartments, and the
two (2) commercial rental spaces, New Orleans, Orleans Parish, Louisiana,
with all furniture, fixtures, appliances, systems, landscaping, including
the name "Lofts Apartments", and more particularly described in the
attaches EXHIBIT A (the "Property"), with full warranty of title and with
full rights of subrogation and substitution, but without any warranties
whatsoever as to the condition of the Property as provided herein. After
the Survey (as defined below), if any, has been performed, the legal
description of the property shall be revised in accordance with the Survey,
and as revised shall constitute the legal description of the Property used
in connection with the Closing.
2. PURCHASE PRICE. The consideration to be paid and delivered by Purchaser to
Seller for the Property shall be One Million Eight Hundred Thousand
(1,800,000.00 DOLLARS (the "Purchase Price'), which shall be payable in
cash at closing.
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3. DEPOSIT.
3.1 DEPOSIT. Contemporaneously with its execution of this Agreement,
Purchaser shall deliver as its deposit the sum of FIFTEEN THOUSAND AND
NO/100 ($15,000.00) DOLLARS, all cash (the "Deposit"). The Deposit shall be
held in a non-interest bearing escrow account and shall be considered
xxxxxxx money. In the event the transaction contemplated by this Agreement
is consummated, the Deposit shall be paid to Seller and credited toward the
Purchase Price. In the event the transaction contemplated by this Agreement
is not consummated, the Deposit shall be administered in accordance with
the applicable provisions of this Agreement.
4. CONTINGENCIES.
4.1 SATISFACTION OF CONDITIONS. This Agreement is expressly conditioned
upon the timely satisfaction of all of the conditions set forth below in
this Section 4 and shall terminate, without further right or obligation on
the part of Seller or Purchaser except that Seller and/or Escrow Agent must
return the Deposit and any interest earned thereon Purchaser, if Purchaser
shall give to Seller written notice, on or before forty-five (45) days
after the Effective Date (the "Deadline"), that any such condition has not
been met. Failure of the Property to meet any of the conditions set forth
in this Section 4 shall not constitute a default by Seller under Section
11.1 below unless same is caused by an act or omission by Seller in
violation of some other provision of this Agreement.
4.2 PURCHASER'S EXAMINATIONS. Purchaser may have its architects, engineers
or other representatives inspect and examine the physical condition and/or
legal status of the Property in any and all respects, and Seller shall
provide all reasonable cooperation in allowing Purchaser's representatives
access to all areas of the Property during regular business hours. If any
person shall be injured or should the Property be damaged as a result of
any such inspection, analysis or examination, Purchaser will be responsible
for all damages and shall indemnify Seller with respect thereto. If
Purchaser's examinations pursuant to this Section 4.2 reveals (a) any soil
or environmental defect or other condition unacceptable to Purchaser in
Purchaser's discretion, or (b) that the Property is under threat of eminent
domain, or (c)
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that the Property is not zoned appropriately for use for the Project or is
subject to other legal restrictions or regulations that would prevent or
hinder its use for the Project, then Purchaser may terminate this Agreement
pursuant to Section 4.1.
4.3 TITLE AND SURVEY MATTERS. Purchaser may, at its cost, obtain from a
title insurance company of its choice ("Title Insurer") a commitment for owner's
title insurance (the "Commitment") and may obtain, at Purchaser's cost, a survey
of the Property (the Survey) from a surveyor of its choice. If the Commitment or
Survey reveals any title or survey condition that tin Purchaser's discretion
renders the Property unsuitable for the Project, then Purchaser may terminate
this Agreement pursuant to Section 4.1 above, unless this Seller elects to cure
the objectionable items, in which event, Purchaser shall state the nature of the
title or survey objection and the recourse to be taken by Seller to cure the
same and, Seller shall have a period up to thirty (30) days within which to do
so. In such event, all applicable deadlines and time periods under this
Agreement shall be similarly extended, and if such objectionable matters are not
cured by Seller within the time period provided herein, Purchaser may then
terminate this Agreement pursuant to Section 4.1 above. If title or survey
objections are made by Buyer, Seller shall have thirty (30) days within which to
cure same but shall have no obligation to do so, provided that if Seller does
elect to do so the Closing Date shall be extended for a like period. Seller
shall, upon request from Purchaser or the Title Insurer, furnish a copy of its
existing title policy and most recent survey of the Property. Any matters
reflected on the Commitment or the Survey to which Purchaser does not object, or
any matters to which it objects and which are thereafter cured by Seller as
provided herein, shall be deemed to be Permitted Exceptions.
4.4 SATISFACTION OF CONDITIONS. If this Agreement has not been terminated
pursuant to this Section 4, then the parties shall be obligated to proceed to a
Closing as described elsewhere herein, subject only to the requirement that
Seller continue to satisfy all obligations incumbent upon Seller under this
Agreement between the date of the Deadline and the Date of the Closing. Either
party may
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waive any one or more of the conditions set forth in this Section 4 without
waiving or otherwise limiting or restricting its rights with respect to all
remaining conditions set forth in this Section 4.
4.5 FINANCING. This sale is contingent upon Purchaser obtaining an
acquisition/renovation loan in an amount of at least ONE MILLION FIVE HUNDRED
THOUSAND AND NO/100 ($1,500,000.00) DOLLARS at prevailing market interest rates
for such Projects. Purchaser shall make good faith loan application within ten
(10) days of execution of this Agreement. If loan approval is not obtained
within forty-five (45) days of the execution of this Agreement, Purchaser may
terminate this Agreement. Purchaser may remove this contingency at any time
during the forty-five (45) day period, as its sole option and discretion.
5. CLOSING.
5.1 The consummation of this transaction (the "Closing" shall take place in
the offices of Purchaser's Notary no later than thirty (30) days after the
Deadline (as same may have been extended pursuant to this Agreement, including
without limitation Sections 4.3, 4.4, 4.5 and 4.7.
5.2 All costs and fees for necessary Seller certificates and Seller
researches shall be paid by Seller. Purchaser shall pay all Survey costs and
expenses. Seller shall pay all transfer and documentary fees imposed by any
state or local governmental body up to THREE THOUSAND AND NO/100 ($3000.00)
DOLLARS. Seller shall pay a customary fee to the Notary, not to exceed TWO
THOUSAND AND NO/.100 ($2,000.00) DOLLARS. Seller shall satisfy at Closing or
otherwise cause to be released all monetary encumbrances upon the Property
(except as to the Defeasance Penalty as set forth in Section 13.8 herein), not
found objectionable by Purchaser in accordance with other applicable provisions
of this Agreement, provided the same, if any can be satisfied out of the
Purchase Price. Seller and Purchaser shall otherwise each bear their individual
legal costs. All other closing costs including title abstract and examination
charges, survey costs and the premium for any owner's title policy, shall be
paid by Purchaser.
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5.3 CONDITIONS TO CLOSING. In addition to all other matters or
circumstances that would entitle Purchaser not to proceed with the Closing
pursuant to this Agreement, the obligation of Purchaser to so proceed is
expressly conditioned upon each and every one of the following:
(1) Each of the representations and warranties of Seller, including
without limitation those set out in Sections 9.1, 9.3, and 9.6
below, being true and correct as of the Closing Date.
(2) Performance by Seller of all of Seller's obligations and
requirements under Section 6 hereof or any other applicable
provisions hereof.
In case of failure of any of the foregoing items, Purchaser shall, in addition
to any other rights and remedies available on account of same, have the right to
terminate this Agreement by giving notice thereof to the Seller on or before the
Closing Date, in which event the parties shall have no further rights or
obligations hereunder except that the Deposit and any interest earned thereon
shall be returned to Purchaser.
6. SELLER'S OBLIGATIONS WITH RESPECT TO CLOSING.
At Closing, Seller shall:
6.1 CONVEYANCE - execute and deliver to Purchaser an act of conveyance of
the Property for the Purchase Price, and on the other terms and conditions set
forth herein, in proper notarial form and containing such provisions as shall be
reasonable required by the Title Insurer. The act of sale shall provide that the
Property is being sold with only the title warranties as provided herein, and no
other.
6.2 DEPOSIT - deduct the Deposit from the Purchase Price as a credit to
Purchaser.
6.3 TITLE - convey title to the Property that is:
(a) good, valid and merchantable and subject only to Permitted
Exceptions and to zoning, public laws or ordinances then in effect and not
timely objected to under Section 4.3 above; and
(b) insurable as such at ordinary rates by the Title Insurer under an
ALTA 1990 Owner's Policy.
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6.4 TRANSFER OF POSSESSION - transfer actual possession of the Property to
Purchases free of possessory right of third parties.
6.5 ADDITIONAL DOCUMENTS - execute the following documents, in form and
content reasonable satisfactory to Title Insurer and Seller:
(1) inchoate lien affidavit
(2) non-foreign affidavit pursuant to the Foreign Investment in Real
Property Tax Act
(3) a gap indemnity by Seller in favor of Title Insurer, indemnifying
Title Insurer with respect to any conveyances or encumbrances
that may have been recorded prior to the date of recordation of
the Act of Sale and subsequent to the last date-down performed by
Title Insurer.
(4) such other documents, instruments, certificates and agreements as
may be reasonably necessary to effectuate the transactions
described in this agreement.
7. PURCHASER'S OBLIGATIONS WITH RESPECT TO CLOSING.
At Closing, Purchaser will execute and/or deliver to Seller the following:
7.1 PURCHASE PRICE - the Purchase Price, subject to any adjustments
provided for herein.
7.2 CONVEYANCE - the instrument described in Section 6.1.
7.3 ADDITIONAL DOCUMENTS - such other documents, instruments, certificates
and agreements as may be reasonable necessary to effectuate the transactions
described in this Agreement.
8. TAXES AND OTHER APPORTIONMENTS.
8.1 TAXES. Seller represents and warrants that all real estate taxes and
other such charges and assessments (Taxes) for years 2005 and earlier have been
paid in full except as hereinafter provided, and that 2004 taxes will be
prorated at Closing. Taxes for the calendar year in which the Closing occurs
shall be apportioned to the Date of Closing and such apportionment shall be made
on the basis of the tax year during which the Closing occurs. Seller shall pay
any and all taxes due for years prior to Closing. Any rents shall be prorated as
of the date of the act of sale. All security deposits and leases will be
transferred to Purchaser at Closing.
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9. OPERATIONS AND CONDITIONS PRIOR TO DATE OF CLOSING. Between the date of the
Deadline and the Date of Closing:
9.1 NO CHANGE IN CONDITION. There shall be no material adverse change in
any condition or matter relating to the Property from the state of facts
observed by Purchaser or its representatives in connection with any of
Purchaser's investigations or examinations of the Property.
9.2 REPRESENTATIONS AND WARRANTIES. All of the representations and
warranties made by Seller in this Agreement shall be true and correct at and as
of the Date of Closing as though such representations and warranties were made
at and as of the Date of Closing.
9.3 NO CONTRACTS OR LEASES. No contract of lease or other agreement
granting use or occupancy of all or any part of the Property, or otherwise on
behalf of or affecting the Property, shall be negotiated or entered by Seller,
without the consent of Purchaser. No leases will be extended or entered into for
more than thirty (30) days without Purchaser's consent.
9.4 PURCHASER'S ACCESS. Purchaser, its attorneys, accountants, agents and
representatives shall be afforded reasonable access to the Property.
9.5 RISK OF LOSS. Until the consummation of the Closing, all risk of loss
with respect to the Property shall rest with Seller.
9.6 COMPLIANCE WITH LAWS. The operation of the Property shall in all
respects comply with all applicable laws.
9.7 PURCHASER"S REASONABLE APPROVAL. If Seller wishes for there to occur
any matter covered under Section 9.1, 9.3, or 9.6 hereunder, Seller shall first
obtain Purchaser's written permission, which shall not be unreasonably withheld
or delayed.
10. EMINENT DOMAIN. In the event of a taking by condemnation, expropriation or
eminent domain proceedings of any portion of the Property, or receipt by Seller
of notice of any proposed taking by condemnation, expropriation or eminent
domain proceedings of any portion of the Property, Seller shall promptly give
written notice hereof to Purchaser and Purchaser shall have the right, at its
sole
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option, of terminating this Agreement within fifteen (15) days after the date of
its receipt of such notice, but in no event later than the Date of Closing, and
if Purchaser does not do so, then Purchaser shall be obligated to purchase the
Property (less and except any portion taken by condemnation, expropriation or
eminent domain proceedings) at the Purchase Price in accordance with this
Agreement.
11. DEFAULT.
11.1 If Seller violates or fails to comply with any of the terms and
conditions of this Agreement, then Purchaser may demand and receive return of
the Deposit together with an equal amount as liquidated damages or may demand
and receive specific performance.
11.2 If Purchaser violates or fails to fulfill any of the terms and
conditions of this Agreement, Seller may terminate this Agreement and declare
the Deposit fees forfeited and retain the same as liquidated damages, as
Seller's sole remedy.
12. BROKER'S FEES AND COMMISSIONS. There is no broker or agent representing
Seller to whom any commission or other financial consideration is owed on
account of the transaction described herein. Each party agrees to indemnify and
defend the other against any claims brought by any broker or agent alleging an
agreement or obligation with that party with respect to a commission or other
such compensation.
13. MISCELLANEOUS PROVISIONS.
13.1 ASSIGNABILITY. This Agreement may be assigned by Purchaser to any
other person, firm or corporation capable of accepting such assignment, subject
to Seller's prior written consent, which consent shall not be unreasonably
withheld or delayed and provided that Purchaser shall not be released from
liability under this Agreement and shall remain obligated under this Agreement
until the consummation of the transaction at the Closing.
13.2 GOVERNING LAW. This Agreement is to be governed by and construed in
accordance with the laws of the State of Louisiana.
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13.3 ATTORNEY'S FEES. If either Purchaser or Seller shall obtain legal
counsel or bring an action against the other by reason of the breach of any
covenant, provision or condition hereof, or otherwise arising out of or to
enforce this Agreement, the unsuccessful party shall pay to the prevailing party
reasonable attorneys' fees, which shall be payable whether or not any action is
prosecuted to judgment, and all costs incurred. The term "prevailing party"
shall include, without limitation, a party which obtains legal counsel or brings
an action against the other by reason of the other's breach or default and
obtains substantially the relief sought, whether by compromise, settlement or
judgment.
13.4 NOTICES. All notices, requests and other communications hereunder
shall be in writing and shall be deemed to have been given if hand delivered of
if mailed by private overnight delivery service, such as Federal Express,
addressed to:
SELLER: 000 Xxxxx Xxxxxx Associates Limited Partnership
ATTN: Xx. Xxxxxxxx X. Xxxxxxxx
00 Xxxxxx Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
000 Xxxxx Xxxxxx Associates Limited Partnership
ATTN: Xx. Xxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
PURCHASER: Sibling Odyssey II LLC
ATTN: Xx. Xxxxxx X. Xxxxx
000 Xx. Xxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
All notices, requests and other communications shall be deemed received on the
earlier of the date of actual receipt or one (1) business day after the mailing
thereof.
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13.6 AS IS CLAUSE. Purchaser acknowledges that the Property herein
conveyed, including all improvements and component parts, all plumbing, heating
and air-conditioning systems, electrical systems, built-in appliances, and any
and all other items located thereon are conveyed by Seller and accepted by
Purchaser As Is, Where Is, and With All Faults, without any warranty of any kind
whatsoever, even as to the operation or suitability of the Property for the use
intended by Purchaser, and without regard to the presence of apparent or hidden
defects and with Purchaser's full and complete waiver of any and all rights for
the return of all or any part of the purchase price by reason of any such
defects. Purchaser acknowledges and declares the neither Seller nor any party
whomsoever, acting or purporting to act in any capacity whatsoever on behalf of
Seller, has made any direct, indirect, explicit or implicit statement,
representation or declaration, whether by written or oral statement or
otherwise, upon which Purchaser has relied, concerning the existence of any
quality, characteristic or condition of the Property herein conveyed. Purchaser
has had full, complete and unlimited access to the Property herein conveyed for
all tests and inspections which Purchaser, in its sole discretion, deems
sufficiently diligent for the protection of its interests.
Purchaser expressly waiver the warranty of fitness and the warranty against
redhibitory vices and defects, whether apparent or latent, including but not
limited to mold and/or mildew, imposed by Louisiana Civil Code Article 2476, any
other applicable State or Federal law and the jurisprudence thereunder.
Purchaser further waives any rights which Purchaser may have in redhibition or
to a reduction of purchase price pursuant to Louisiana Civil Code Articles 2520
through 2548, inclusive, in connection with the Property herein conveyed to
Purchaser by Seller. Without limiting for foregoing, Purchaser releases Seller
from any and all claims, demands causes of action, judgements, losses, damages,
liabilities, costs and expenses (including attorney's fees, whether suit is
instituted or not), liquidated or contingent (Claims), arising from or related
to (a) any defects, errors or omissions in the design or construction of the
premises, whether the same are a result of negligence or otherwise; (b) other
conditions (including termite or other wood destroying insect infestation and
resultant damage
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therefrom and environmental conditions) affecting the Property, whether the same
are a result of negligence or otherwise. The releases set forth in this
paragraph specifically include any Claims under any Environmental laws, under
Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101, et seq., or
with respect to any Environmental Risk. Environmental laws @ include, without
limitation, the solid Waste Disposal At, as amended by the Resource Conservation
and Recovery Act (42 U.S.C. Section 9601, et seq.), the Emergency Planning
Community Right to Know Act (42 U.S.C. Section 1101, et seq.), the Clean Air Act
(42 U.S.C. Section 7401, et seq.), the Clean Water Act (33 U.S.C. Section 12541,
et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601, et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.),
the Occupational Safety and Health Act (29 U.S.C. Section 651, et seq.), the
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. Section 136, et
seq.), and the Safe Drinking Water Act (42 U.S.C. Section 300, et seq.), as any
of the same may be amended from time to time, and any state or local law dealing
with environmental matters, and any regulation, order, rule, procedure,
guideline and the like promulgated in connection therewith, regardless of
whether the same are in existence on the date of this act. Environmental Risk
consists of any risk to persons or the environment, including, without
limitation, (i) the presence of any friable, damaged asbestos upon the Property;
and or (ii) the releases or discharge of any hazardous substance or hazardous
waste @ (as defined by any Environmental Laws) onto or from the Property of such
a nature or to such an extent as to require clean-up under applicable law.
Purchaser declares and acknowledges that all of the above releases and
waivers have been brought to Purchaser's attention and explained in detail, and
that Purchaser has voluntarily and knowingly consented to said releases and
waivers.
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13.7 HURRICANE XXXXXXX DAMAGES. Seller acknowledges that the Property
herein conveyed, has received damage from Hurricane Xxxxxxx and the vandalism
which occurred, and that Purchaser and Seller acknowledge that while the
property is sold 'As Is', the Seller accepts responsibility for payment for
repairs and or replacement cost of several items which may not be completed
prior to the closing of the property. Seller shall be responsible for the cost
of those items listed below up to but not to exceed the amounts itemized below:
1. Replacement of swimming pool. $25,000.00
2. Replacement of pool deck. $20,000.00
3. Replacement of roof material. $30,000.00
4. Replacement of hall carpets. $15,000.00
5. Repair of vandalized elevator cab & mechanical room door. $ 6,000.00
In the event the above work is not completed prior to the closing the purchase
price shall be adjusted by the cost of the work which has not been completed.
14. OFFER AND ACCEPTANCE. This instrument, when executed by Purchaser, shall
stand as an offer which shall remain open until November ___, 2005 at 5:00 p.m.
and which shall automatically expire if this instrument, fully executed by
Seller, is not delivered to Purchaser before such date and time.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement before
the hereinafter undersigned witnesses.
SELLER: 000 XXXXX XXXXXX ASSOCIATES LIMITED PARTNERSHIP
A DELAWARE LIMITED PARTNERSHIP
BY HISTORIC PRESERVATION PROPERTIES 1989
LIMITED PARTNERSHIP
402'S GENERAL PARTNER, (HPP),
A DELAWARE LTD. PART.
DATE:
----------------
BY BOSTON HISTORIC PARTNERS LIMITED
PARTNERSHIP
A MASSACHUSETTS LIMITED
PARTNERSHIP (BHP)
HPP'S GENERAL PARTNER
BY PORTFOLIO ADVISORY SERVICES, INC.
(A MASSACHUSETTS CORPORATION)
BHP'S GENERAL PARTNER
----------------------------------------
XXXXXXXX X. XXXXXXXX
PRESIDENT
BY
-------------------------------------
XXXXXXXX X. XXXXXXXX
BHP'S GENERAL PARTNER
BY
-------------------------------------
XXXXX X. XXXXXXX,
402'S GENERAL PARTNER
BY
-------------------------------------
X. XXXXX BOND, 402'S GENERAL PARTNER
PURCHASER: SIBLING ODYSSEY II LLC
BY
-------------------------------------
XXXXXX X. XXXXX
MANAGER MEMBER
DATE:
----------------
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SCHEDULE "A"
TRACT I
THAT CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon and all of the rights, ways, privileges, servitudes,
advantages and appurtenances thereunto belonging or in anywise appertaining,
situated in the State of Louisiana, Parish of Orleans, in the FIRST DISTRICT of
the City of New Orleans, in XXXXXX XX. 000, bounded by Tchoupitoulas Street,
Xxxxx Street, Xxxxxxxxx Street (side) (late Foucher) and St. Xxxxxx Street
(side). Said portion of ground is designated as LOTS NOS. 23, 24, 25 and a small
undesignated triangle adjoining Xxx Xx. 00 xx xxx Xxxxxxxxx Xxxxxx side, which
said lots adjoin each other and measures as follows, to-wit:
Commencing at the intersection of Julia and Tchoupitoulas Streets, which point
is the POINT OF BEGINNING, measure North 78 degrees 49 minutes West a distance
of 87.3.0 feet to a point; thence measure South 11 degrees 11 minutes West a
distance of 62.10.0 feet to a point; thence measure South 78 degrees 49 minutes
East a distance of 99.8.0 feet to a point; thence measure due North a distance
of 64.0.5 feet to the POINT OF BEGINNING.
LOTS NOS. 23 and 24 adjoin each other on the Xxxxxxxxxxxxx Xxxxxx xxxx, xxxx Xxx
Xx. 00 forming the corner of Xxxxxxxxxxxxx Xxxxxx xxx Xxxxx Xxxxxx. Xxx Xx. 00
adjoins Lot 25 on the Xxxxx Street side, which said lots front on Xxxxx Xxxxxx.
Xxx Xx. 00 adjoins the small undesignated triangle portion of ground on the
Xxxxxxxxx Street side and sail lots 23 and 25 adjoin each other on the St.
Xxxxxx Street side.
The improvements thereon bear the Xx. 000 Xxxxx Xxxxxx.
XXXXX II
Those predial servitudes of light, view and passage as established by the owner
of Xxx 0, Xxxxxx 000, Xxxxx Xxxxxxxx of the City of New Orleans, in favor of the
immovable property described as Tract I as set forth and described in an
Agreement to Abandon Common Wall by and between 000 Xxxxx Xxxxxx Associates
Limited Partnership [owner of the servient estate] and 000 Xxxxx Xxxxxx Limited
Partnership [owner of the dominant estate] passed before Xxxx X. Xxxxxx, Xx.,
Notary Public on the 1st day of August, 1989, registered in C.O.B. 832, folio
11-16, of the conveyance records of the Parish of Orleans, State of Louisiana on
August 1, 1989, under N.A. #811011.
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