EXHIBIT 10(g)
SUBORDINATION OF MANAGEMENT/LEASING AGREEMENT TO DEED
WHEREAS, XXXXX RAVINIA, LLC, a Delaware limited liability company ("Owner")
and XXXXX EQUITY, INC., a Florida corporation ("Manager") have entered into one
certain Management Agreement ("Agreement") dated January 31, 2002, covering the
management and leasing of the property set out in Exhibit "A" attached hereto
and incorporated herein by this reference ("Property"); and
WHEREAS, Metropolitan Life Insurance Company ("Lender") is making a loan to
Owner in the amount of $85,000,000.00 which Loan is evidenced by a note in the
aforesaid amount secured by a Deed to Secure Debt and Security Agreement
("Deed") which places a first lien on the Property; and
WHEREAS, Lender requires the Agreement to be subordinated to the lien of
the Deed;
NOW, THEREFORE, KNOW ALL PEOPLE BY THESE PRESENTS: That the undersigned,
for valuable consideration, and to induce Lender to close the Loan, expressly
agrees that the Agreement and all rights and duties thereunder shall be and
remain and are hereby expressly made SUBORDINATE AND INFERIOR to the Deed
securing the payment of the $85,000,000.00 Loan and also agrees that the Deed
lien shall be and remain PRIOR AND SUPERIOR to the Agreement and to all of the
rights of the undersigned thereunder regardless of how often or in what manner
the Loan, together with the lien or liens securing the same, may be renewed,
extended, changed or altered.
EXECUTED AS OF December 17, 2002.
MANAGER:
XXXXX EQUITY, INC.
By: /S/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxxxxxx X. Xxxxxx,
Senior Vice President
Signed, sealed and delivered
in the presence of:
/S/ Xxxxxxxxx Xxxx
--------------------------------
Unofficial Witness
/S/ Xxxxx Xxxxxxx
--------------------------------
Notary Public
(Notarial Seal)
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EXHIBIT "A"
PROPERTY DESCRIPTION
PARCEL ONE (FEE)
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet West of the northeastern right-of-way line of
Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way width), and run thence N
80(Degree) 03' 05" E a distance of 20.24 feet to a point, thence N 80(degree)
03' 05" E a distance of 839.96 feet to a concrete right-of-way monument; thence
N 69(degree) 56' 48" E a distance of 397.59 feet to a point; thence N 00(degree)
59' 05" E a distance of 223.60 feet to a point; thence N 89(degree) 00' 55" W a
distance of 132.60 feet to a point, said point being the TRUE POINT OF
BEGINNING. From the TRUE POINT OF BEGINNING as thus established, run thence N
89(degree) 00' 55" W a distance of 79.22 feet to a point; thence S 45(degree)
59' 05" W a distance of 46.48 feet to a point; thence N 44(degree) 00' 55" W a
distance of 41.83 feet to a point, thence N 00(degree) 59' 05" E a distance of
111.72 feet to a point; thence N 20(degree) 58' 57" E a distance of 100.00 feet
to a point; thence N 00(degree) 59' 05" E a distance of 131.32 feet to a point;
thence N 11(degree) 59' 14" W a distance of 189.52 feet to a point; thence N
00(degree) 59' 05" E a distance of 145.57 feet to a point; thence N 89(degree)
00' 55" W a distance of 45.64 feet to a point, thence S 00(degree) 58' 41" W a
distance of 12.44 feet to a point, thence N 89(degree) 01' 19" W a distance of
24.00 feet to a point, thence N 00(degree) 58' 41" E a distance of 63.00 feet to
a point; thence N 26(degree) 04' 04" W a distance of 35.19 feet to a point,
thence N 00(degree) 58' 41" E a distance of 137.00 feet to a point, thence N
88(degree) 41' 58" E a distance of 27.69 feet to a point, thence S 89(degree)
00' 55" E a distance of 242.00 feet to a point, thence S 00(degree) 59' 05" W
with a distance of 683.67 feet to a point, thence S 20(degree) 58' 57" W a
distance of 99.40 feet to a point, thence S 00(degree) 59' 05" W a distance of
106.90 feet to a point, said point being the TRUE POINT OF BEGINNING.
The above-described property contains 3.7595 acres (163,763 square feet) and is
shown as Lot C on and described according to that certain Lot Designation Plat
(Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor Title
Insurance Company by Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxx, G.R.L.S. No.
1821, dated September 14, 1989, recorded in Plat Book 90, page 38, DeKalb
County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
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PARCEL TWO (DRAINAGE EASEMENT)
A perpetual non-exclusive easement for drainage over and across the following
property:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet west of the northeastern right-of-way line of
Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way width), and run thence N
80(degree) 03' 05" E a distance of 20.24 feet to the point of intersection of
the northern right-of-way line of Interstate 285 and the northeastern
right-of-way line of Xxxxxxx-Xxxxxxxx Road, run in a generally northwesterly and
northeasterly direction along said northeastern right-of-way line at
Xxxxxxx-Xxxxxxxx Road the following courses and distances: N 48(degree) 10' 13"
W a distance of 38.00 feet to a point, N 14(degree) 52' 32" W a distance of
25.00 feet to a point; N 11(degree) 44' 52" W a distance of 201.62 feet to a
point; N 14(degree) 52' 30" W a distance of 158.10 feet to a point; along the
arc of a 1001.75 foot radius curve an arc distance of 77.43 feet to a point
(said arc being subtended by a chord bearing N 12(degree) 39' 39" W and having a
length of 77.41 feet); N 07(degree) 50' 17" W a distance of 217.35 feet to a
point N 00(degree) 46' 26" E a distance of 36.66 feet to a point; along the arc
of a 1303.98 foot radius curve an arc distance of 181.44 feet to a point (said
arc being subtended by a chord bearing N 09(degree) 02' 44" E and having a
length of 181.29 feet); along the arc of a 1,292.982 foot radius curve an arc
distance of 166.01 feet to a point, (said arc being subtended by a chord bearing
N 23(degree) 14' 59" E and having a length of 165.90 feet); N 17(degree) 31' 00"
E a distance of 192.5 feet to a point; N 69(degree) 14' 06" W a distance of 7.00
feet to a point; N 20(degree) 45' 35" E a distance of 247.16 feet to a point;
thence departing said northeastern right-of-way line of Xxxxxxx-Xxxxxxxx Road,
run S 89(degree) 01' 19" E a distance of 1,178.29 feet to a point; run thence S
00(degree) 59' 05" W a distance of 1,183.50 feet to a point located along said
northern right-of-way line of Interstate 285; run thence in a generally
southwesterly direction along said northern right-of-way line of Interstate 285
the following courses and distances; S 69(degree) 56' 48" W a distance of 397.59
feet to a point; S 80(degree) 03' 05" W a distance of 839.96 feet to a point,
said point being the TRUE POINT OF BEGINNING.
The above-described property, consisting of 40.7803 acres, is more particularly
shown on, and described according to, that certain Composite Plat prepared for
Ravinia II Associates and Bogamij N. V. and Ticor Title Insurance Company, by
Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated August
5, 1985, last revised November 13, 1985, said plat being incorporated herein by
this reference, and made a part of this description.
LESS AND EXCEPT
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, containing 2.5653 acres and being designated
as Lot "A" is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "A") prepared for Ravinia I Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated July 31, 1984, last revised November
13, 1985, recorded in Plat Book 81, page 14, DeKalb County, Georgia Records,
which plat is incorporated herein by this reference and hereby made a part of
this description.
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AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, containing 2.4561 acres and being designated
as Lot "A", is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "B") prepared for Ravinia II Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated October 8, 1985, last revised
November 13, 1985, recorded in Plat Book 81, page 13, DeKalb County, Georgia
Records, which plat is incorporated herein by this reference and hereby made a
part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows:
BEGINNING at a concrete monument found at the intersection of the eastern
right-of-way line of Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way
width), with the northern right-of-way line of Interstate Xxxxxxx Xx. 000; run
thence in a generally northwesterly, northerly and northeasterly direction along
the eastern right-of-way line of Xxxxxxx-Xxxxxxxx Road the following courses and
distances: N 43(degree) 24' 55" W a distance of 45.55 feet to an iron pin;
thence N 17(degree) 28' 40" W a distance of 327.10 feet to an iron pin; thence
along the arc of a 1,049.746 foot radius curve concave to the right (having a
chord bearing N 01(degree) 38' 28" E and a length of 687.64 feet) an arc
distance of 700.57 feet to an iron pin; thence N 20(degree) 45' 35" E a distance
of 240.44 feet to an iron pin placed, said iron pin placed being the TRUE POINT
OF BEGINNING. From the TRUE POINT OF BEGINNING as thus established, continue
along the eastern right-of-way line of Xxxxxxx-Xxxxxxxx Road N 20(degree) 45'
35" E a distance of 247.16 feet to an iron pin found; thence leaving the eastern
right-of-way line of Xxxxxxx-Xxxxxxxx Road, run S 89(degree) 01' 19" E a
distance of 203.03 feet to an iron pin placed; thence S 35(degree) 15' 35" W a
distance of 280.25 feet to an iron pin placed; thence S 63(degree) 00' 35" W a
distance of 88.93 feet to an iron pin placed; thence N 47(degree) 45' 59" W a
distance of 58.12 feet to an iron pin placed; thence N 69(degree) 14' 06" W a
distance of 7.00 feet to an iron pin placed, said iron pin placed being the TRUE
POINT OF BEGINNING.
The above-described property contains .9417 acres and is shown on, and described
according to that certain Survey of Police Precinct Parcel for Xxxxx Atlanta
Limited, prepared by Xxxx-Xxxxxx Engineers, Inc., Xxxxx Xxxxx Xxxxxxxx, G.R.L.S.
No. 2137, dated May 10, 1985, which survey is incorporated herein by this
reference and made a part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, contains 4.5857 acres and is shown as Hotel
Site (Includes Water Feature Site) on, and described according to that certain
Lot Designation Plat (Hotel Site) prepared for Xxxxx Atlanta Limited and
HT/Xxxxx Ravinia Associates, Ltd., prepared by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated June 27, 1984, recorded in Plat Book
77, page 161, DeKalb County, Georgia Records, which certain Lot Designation Plat
(Hotel Site) is incorporated herein by this reference and hereby made a part of
this description.
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AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, contains 3.7595 acres (163,763 square feet)
and is shown as Lot C on and described according to that certain Lot Designation
Plat (Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor
Title Insurance Company by Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxx,
G.R.L.S. No. 1821, dated September 14, 1989, recorded in Plat Book 90, page 38,
DeKalb County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
PARCEL THREE (OPEN SPACE/SCENIC EASEMENT)
A non-exclusive easement for the purpose of preserving open space and
maintaining such open space as a visual appurtenance, as more fully described in
that certain Easement Agreement, dated as of August 1, 1984, by and between
Xxxxx Atlanta Limited, a Georgia limited partnership, and Xxxxx Ravinia I, Ltd.,
a Georgia limited partnership, recorded at Deed Book 5037, page 115, DeKalb
County, Georgia Records, as said easement is amended by Amendment to Limited
Warranty Deed with Easements, Restrictions, Reservations, Release and Grant of
Development Rights dated December 13, 1996, between Xxxxx Atlanta Limited and
Ravinia III Associates Limited Partnership, recorded at Deed Book 9254, page
693, DeKalb County, Georgia records. The foregoing easements are more fully
described in that certain Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, from Xxxxx Atlanta
Limited, a Georgia limited partnership, to Ravinia III Associates Limited
Partnership, dated September 28, 1989, recorded at Deed Book 6532, page 201, as
amended by Amendment to Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, dated December 13, 1996,
recorded at Deed Book 9254, page 693, aforesaid records; as affected by
Memorandum of Agreement and Second Amendment to Limited Warranty Deed between
Xxxxx Atlanta Limited, a Georgia limited partnership, dated as of August 25,
1997, recorded in Deed Book 10696, Page 690, aforesaid Records.
PARCEL FOUR
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Restated Declaration of
Covenants, Conditions and Restrictions for Ravinia, dated July 5, 1984, and
recorded at Deed Book 5017, page 266, aforesaid records, as modified by Release
of Utility Easement Area, dated August 2, 1984, and recorded at Deed Book 5037,
page 214, aforesaid records, and as further modified by Release of Utility
Easement Area as contained in Limited Warranty Deed with Easements,
Restrictions, Release and Grant of Development Rights from Xxxxx Atlanta Limited
to Ravinia III Associates Limited Partnership, dated September 28, 1989, and
recorded at Deed Book 6532, page 201, aforesaid Records.
PARCEL FIVE
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Storm Sewer, Construction and
Encroachment Easement Agreement between Ravinia II Associates and Ravinia III
Associates Limited Partnership, dated September 28, 1989, and recorded at Deed
Book 6532, page 242, aforesaid Records.
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PARCEL SIX
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Encroachment Easement from
Xxxxx Atlanta Limited and Ravinia Property Owners Association, Inc., to Ravinia
III Associates Limited Partnership, dated December 13, 1996, and recorded at
Deed Book 9254, page 735, DeKalb County, Georgia Records. NOTE: This Policy
insures that, so long as said Encroachment Easement remains in effect, the
improvements may remain so long as they shall stand, and that if the same are
damaged or destroyed, they may be replaced in substantially the same condition
and location.
PARCEL SEVEN (COMMUNICATION LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain Communication Line
Easement Agreement between Xxxxx Atlanta Limited and Ravinia Property Owners
Association, Inc. and Ravinia III Associates Limited Partnership, dated June 30,
1995, and recorded at Deed Book 9254, page 698, DeKalb County, Georgia Records.
PARCEL EIGHT (SIGN EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of
running with the title to the insured land under that certain Sign Easement
Agreement between Xxxxx Atlanta Limited and Ravinia III Associates Limited
Partnership, dated December 13 1996, and recorded at Deed Book 9254, page 722,
DeKalb County, Georgia Records.
PARCEL NINE (GENERAL UTILITY LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain General Utility
Line Easement (and subject to terms and conditions contained therein) from Xxxxx
Atlanta Limited and Ravinia Property Owners Association, Inc. to Ravinia III
Associates Limited Partnership, dated December 13, 1996, and recorded at Deed
Book 9254, page 763, DeKalb County, Georgia.
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