EXHIBIT 10.13
AGREEMENT REGARDING REAL PROPERTY
This AGREEMENT REGARDING REAL PROPERTY ("Agreement") is entered into as of
September 22, 1997 by and between Meridian Industrial Trust, Inc., a Maryland
corporation ("Meridian"), and EastGroup Properties, L.P., a Delaware limited
partnership ("EastGroup").
RECITALS
A. Meridian is the contract purchaser under the following agreements:
(i) Purchase and Sale Agreement (Industrial Package Sale - Michigan, Louisiana
and Virginia) dated May 29, 1997 by and between The Prudential Insurance Company
of America ("Prudential"), as seller, and Meridian, as buyer (as amended, the
"Louisiana Agreement"), (ii) Purchase and Sale Agreement (Industrial Package
Sale - 000 Xxxxx Xxxx (Xxxxxxxxxxxx) and Centerport) dated May 29, 1997 by and
between Prudential, as seller, and Meridian, as buyer (as amended, the "Xxxxx
Road Agreement") and (iii) Purchase and Sale Agreement (Real Estate in
Jacksonville, Florida) dated May 29, 1997 by and between Prudential and One
Federal Street Joint Venture, as sellers, and Meridian, as buyer (as amended,
the "Jacksonville Agreement"). The Louisiana Agreement, the Xxxxx Road
Agreement and the Jacksonville Agreement are sometimes referred to collectively
herein as the "Purchase Agreements". Capitalized terms used in this Agreement
and not defined herein shall have the meanings set forth in the Purchase
Agreements.
B. Pursuant to the Purchase Agreements, Meridian has agreed to purchase
from the sellers thereunder (the "Sellers"), and the Sellers have agreed to sell
to Meridian, the Real Property, Personal Property and other property rights
described therein. Meridian desires to exercise its right to require the
Sellers to convey a portion of the Real Property described in the Purchase
Agreements directly to EastGroup. Such portion of the Real Property is referred
to herein as the "Subject Property", and the Real Property component thereof is
more fully described in EXHIBIT A attached hereto.
C. Meridian desires to assist and cooperate with EastGroup to facilitate
EastGroup's acquisition of the Subject Property, and EastGroup desires to
(i) acquire the Subject Property and (ii) pay that portion of the Purchase Price
under the Purchase Agreements that applies to the Subject Property, all as more
fully set forth in this Agreement.
D. Pursuant to the Purchase Agreements, the Sellers have agreed to
transfer the Subject Property directly to EastGroup at the Closing on the sale
of the Real Property.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Meridian and EastGroup hereby
agree as follows:
1. TRANSFER OF SUBJECT PROPERTY. With respect to the Subject Property
only, Meridian shall exercise its right to require the Sellers to convey the
Subject Property directly to EastGroup at the Closing. EastGroup shall take
such action as necessary to acquire the Subject Property directly from the
Sellers at the Closing, including, without limitation, paying that portion of
the Purchase Price that applies to the Subject Property.
2. PURCHASE PRICE. The aggregate purchase price (the "Purchase Price")
for the Subject Property shall be Forty-Nine Million Seven Hundred Nine Thousand
Eight Hundred Forty-Five Dollars ($49,709,845.00), allocated among the projects
comprising the Subject Property as set forth in EXHIBIT B attached hereto,
subject to closing adjustments as provided in the Purchase Agreements. The
Closing shall occur on September 24, 1997. On or before the day that is one (1)
day prior to the Closing under the Purchase Agreements, EastGroup shall execute
the Closing Statements and deposit with Escrow Agent that portion of the
Purchase Price that applies to the Subject Property, plus closing costs as
indicated on the closing statements prepared by Escrow Agent, less the Loan
Amount (as hereinafter defined). EastGroup's failure to timely deposit the
Balance with the Escrow Agent shall be a breach of this Agreement.
3. DEPOSIT. Meridian has made a Deposit with Escrow Agent in respect of
the Real Property in the amount of Two Million Dollars ($2,000,000.00) pursuant
to the terms of the Purchase Agreements, which Deposit shall be credited towards
the Purchase Price of the Real Property other than the Subject Property at
Closing. At Closing, all interest accrued on the Deposit shall be paid to
Meridian by Escrow Agent.
4. LOAN. In connection with EastGroup's purchase of the Subject
Property, at Closing on EastGroup's purchase of the Subject Property, Meridian
and EastGroup shall enter into a loan transaction pursuant to which Meridian
shall lend to EastGroup, and EastGroup shall borrow from Meridian, the sum of
Forty-Five Million Dollars ($45,000,000.00) (the "Loan Amount"), pursuant to and
in accordance with the loan documents ("Loan Documents") executed by EastGroup
at Closing on its purchase of the Subject Property, which Loan Documents are
listed on EXHIBIT C attached hereto.
5. APPROVAL OF DUE DILIGENCE, CONDITION OF TITLE. EastGroup acknowledges
that it has conducted and approved its Due Diligence with respect to the Subject
Property. EastGroup further acknowledges that it has examined, and has approved
the state and condition of title to the Subject Property in accordance with the
Proforma Policies and Title Reports referenced on EXHIBIT D attached hereto.
6. CLOSING COSTS. EastGroup shall pay all fees and costs required of
Meridian, as Buyer, in respect of the Subject Property pursuant to, and in the
manner specified in, the Purchase Agreements.
7. REPRESENTATIONS AND WARRANTIES.
(a) EastGroup represents and warrants to Meridian that: EastGroup is
duly organized or formed, validly existing and in good standing under the laws
of the State of Delaware and is in good standing under the laws of the states in
which the Subject Property is located, and is authorized to consummate the
transactions contemplated hereby and fulfill all of its obligations hereunder
and buyer's obligations under the Purchase Agreements with respect to the
Subject Property and such other documents contemplated hereunder to be executed
by EastGroup, and EastGroup has received all necessary power to execute and
deliver this Agreement and all documents contemplated hereunder to be executed
by EastGroup, and to perform all of the buyer's obligations
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under the Purchase Agreements with respect to the Subject Property and
EastGroup's obligations hereunder; this Agreement and all documents contemplated
hereunder to be executed by EastGroup have been duly authorized by all requisite
action on the part of EastGroup and are the valid and legally binding
obligations of EastGroup, enforceable in accordance with their respective terms;
neither the execution and delivery of this Agreement and all documents
contemplated hereunder to be executed by EastGroup, nor the performance of the
obligations of EastGroup hereunder or thereunder will result in the violation of
any provision of the organizational documents of EastGroup or to EastGroup's
knowledge will conflict with any order or decree of any court or governmental
instrumentality by which EastGroup is bound; and EastGroup has the financial
capability to complete the transaction contemplated in this Agreement and the
Purchase Agreements.
(b) Meridian warrants and represents to EastGroup that: Meridian is
duly organized, validly existing and in good standing under the laws of the
State of Maryland, and is authorized to consummate the transactions contemplated
hereby, and fulfill all of its obligations hereunder and such other documents
contemplated hereunder to be executed by Meridian, and Meridian has received all
necessary power to execute and deliver this Agreement and all documents
contemplated hereunder to be executed by Meridian; this Agreement and all
documents contemplated hereunder to be executed by Meridian have been duly
authorized by all requisite action on the part of Meridian and are the valid and
legally binding obligations of Meridian, enforceable in accordance with their
respective terms; neither the execution and delivery of this Agreement and all
documents contemplated hereunder to be executed by Meridian, nor the performance
of the obligations of Meridian hereunder or thereunder will result in the
violation of any provision of the organizational documents of Meridian or to
Meridian's knowledge will conflict with any order or decree of any court or
governmental instrumentality by which Meridian is bound.
8. INDEMNIFICATION.
(a) EastGroup shall indemnify, defend and hold Meridian harmless from
and against any and all loss, cost, claims, damages and liability arising from
or relating to any: (i) breach by EastGroup of Meridian's obligations under the
Purchase Agreements with respect to the Subject Property, or (ii) any breach by
EastGroup of EastGroup's obligations under this Agreement.
(b) Meridian shall indemnify, defend and hold EastGroup harmless from
and against any and all loss, cost, claims, damages and liability arising from
or relating to any: (i) breach by Meridian of Meridian's obligations under the
Purchase Agreements, or (ii) any breach by Meridian of Meridian's obligations
under this Agreement.
9. ESTOPPEL CERTIFICATES. To the extent the same are assignable,
Meridian hereby assigns to EastGroup, effective as of Closing on EastGroup's
purchase of the Subject Property, all the rights and benefits of Meridian in, to
and under all estoppel certificates delivered by tenants of the Subject Property
(or Sellers, or either of them, in respect thereof) to Meridian, and agrees that
Meridian shall, at the request of EastGroup and at EastGroup's sole cost and
expense, endeavor in good faith to enforce the terms of such estoppel
certificates against the signer thereof for the benefit of EastGroup. EastGroup
represents to Meridian that it has reviewed and approved all such estoppel
certificates, and acknowledges that Meridian has made no warranty, express or
implied, respecting the accuracy thereof.
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10. PURCHASE AGREEMENTS AND COLLATERAL DOCUMENTS. It is understood and
agreed that Sellers have, prior to the date hereof, executed certain Closing
documents in respect of the Subject Property, which Closing documents identify
Meridian as the purchaser of the Subject Property. Such Closing documents
include, but are not limited to, bills of sale in respect of Personal Property,
and Assignments of Leases and Assignments of Warranties, and are herein referred
to as the "Meridian Collateral Documents". To the extent the same are
assignable, Meridian hereby assigns to EastGroup, effective as of Closing of
EastGroup's purchase of the Subject Property, all the rights and benefits of
Meridian in, to and under the Meridian Collateral Documents (including, but not
limited to, all right, title and interest of Meridian in the Personal Property
conveyed by such bills of sale and all rights of Meridian as successor landlord
under the Leases), and, to the extent the same are assumable, Eastgroup hereby
assumes all the obligations of Meridian thereunder. Meridian shall, at the
request of EastGroup and at EastGroup's sole cost and expense, endeavor in good
faith to enforce Meridian's rights, if any, under the Meridian Collateral
Documents against Sellers, or either of them, for the benefit of EastGroup.
Similarly, Meridian shall, at the request of EastGroup and at EastGroup's sole
cost and expense, endeavor in good faith to enforce against the Sellers, or
either of them, any continuing obligations of the Sellers, or either of them,
under any of the Purchase Agreements, for the benefit of EastGroup, it being the
intent of the parties hereto that EastGroup shall have the benefit, if any,
through Meridian, of the covenants and representations of Sellers under the
Purchase Agreements in respect of the Subject Property. EastGroup acknowledges
that Meridian has made no warranty, express or implied, respecting the accuracy
or assignability of the Meridian Collateral Documents.
11. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of the parties hereto.
12. FURTHER ASSURANCES. Meridian and EastGroup each agree to execute and
deliver to the other, upon demand, such further documents, instruments and
conveyances, and shall take such further actions as are necessary or desirable
to effectuate this Agreement. Such actions shall include, but not be limited
to, the correction of any manifest errors that may occur in the
Settlement/Closing statements or any of the other Closing documents.
13. ATTORNEYS' FEES. Upon the bringing of any action, suit or arbitration
by any party against the other party arising out of this Agreement or the
subject matter hereof, the party in whose favor final judgment shall be entered
shall be entitled to recover from the other party all costs and expenses of suit
including, without limitation, reasonable attorneys' fees and costs.
14. BROKERS. Meridian represents and warrants to EastGroup, and EastGroup
represents and warrants to Meridian, that no broker or finder has been engaged
by it in connection with the transaction contemplated by this Agreement. In the
event of any such claims for brokers' or finders' fees, EastGroup shall
indemnify, save harmless and defend Meridian from and against such claims if
they shall be based upon any statement or representation or agreement by
EastGroup, and Meridian shall indemnify, save harmless and defend EastGroup if
such claims shall be based upon any statement, representation or agreement made
by Meridian. The foregoing indemnities shall survive the Closing or termination
of this Agreement.
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15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one instrument. This Agreement may be executed by
fax, with originals to follow.
IN WITNESS WHEREOF, Meridian and EastGroup have executed this Agreement as
of the date first set forth above.
MERIDIAN INDUSTRIAL TRUST, INC.,
a Maryland corporation
By:
------------------------------
Its:
------------------------------
EASTGROUP PROPERTIES, L.P.,
a Delaware limited partnership
By: EastGroup Properties General
Partners, Inc.,
a Delaware corporation
Its: Sole General Partner
By:
-------------------------
Name:
-------------------------
Its:
-------------------------
By:
-------------------------
Name:
-------------------------
Its:
-------------------------
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EXHIBIT A
EXHIBIT A-23
0000 XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE-NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A part of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida,
being more particularly described as follows:
COMMENCING at the intersection of the Easterly right of way lien of Xxxxx Road
(a 70 foot right of way) with the Southerly right of way line of 12th Street (a
60 foot right of way); thence North 89 15'10" East along said Southerly right of
way line of 12th Street, a distance of 961.01 feet; thence South 00 35'55" West
along the Easterly line of those certain lands described in Official Records
Volume 5570, Page 1033 of the Current Public Records of said County, a distance
of 1275.00 feet to the Southeast corner thereof for a POINT OF BEGINNING; thence
North 89 15'10" East, a distance of 541.56 feet to a point situate in the
Westerly right of way line of Xxxxx Industrial Drive (a 60 foot right of way as
now established) said right of way line being a curve concave Westerly and
having a radius of 845.28 feet; thence Southerly around and along said curve and
along said Westerly right of way line, an arc distance of 166.60 feet, said arc
being subtended by a chord bearing and distance of South 17 39'59" West, 166.33
feet to the point of tangency of said curve, thence South 23 18'45" West, and
continuing along said Westerly right of way line, a distance of 280.09 feet to
the point of curvature of a curve to the left, concave Easterly and having a
radius of 984.66 feet; thence Southerly around and along the arc of said curve
and continuing along said Westerly right of way line, an arc distance of 50.16
feet, said arc being subtended by a chord bearing and distance of South 21
51'11" West, 50.16 feet; thence South 89 15'10" West, a distance of 816.36 feet;
thence North 00 35'55" East, a distance of 460.00 feet to the Southwest corner
of said lands described in Official Records Volume 5570, Page 1033; thence North
89 15'10" East, along the South line of said last mentioned lands, a distance of
450.00 feet to the Southeast corner thereof and the POINT OF BEGINNING.
Containing 9.609 acres.
6
EXHIBIT A-24
0000 XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
PARCEL 1:
A portion of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida
and being more particularly described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way) with the Southerly right of way line of 12th Street (a 60
foot right of way); thence North 89 15'10" East, along said Southerly right of
way line, a distance of 961.01 feet; thence South 00 35'55" West, a distance of
701.00 feet to the POINT OF BEGINNING; thence North 89 15'10" East, a distance
of 538.02 feet to a point situate in the Westerly right of way line of Xxxxx
Industrial Drive (a 60 foot right of way); thence South 02 25'19" East, along
last said line, a distance of 15.17 feet to its intersection with the arc of a
curve concave Easterly and having a radius of 45.00 feet; thence Southerly along
and around the arc of said curve, an arc distance of 75.69 feet, said arc being
subtended by a chord bearing and distance of South 02 25'19" East, 67.08 feet;
thence South 02 25'19" East, and continuing along said Westerly right of way
line of Xxxxx Industrial Drive, a distance of 280.24 feet to the Point of
Curvature of a curve to the right; thence along and around the arc of said curve
concave Westerly and having a radius of 845.28 feet and continuing along said
Westerly right of way line, an arc distance of 69.57 feet, said arc being
subtended by a chord bearing and distance of South 00 03'51" East, 69.55 feet;
thence South 89 15'10" West, a distance of 557.93 feet; thence North 00 35'55"
East, a distance of 432.00 feet to the POINT OF BEGINNING.
Containing 5.4297 acres, more or less.
Being the same lands recorded in Official Records Volume 6267, Page 1833.
PARCEL 2:
A part of Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida,
being more particularly described as follows:
COMMENCING at the intersection of the Easterly right of way line of Xxxxx Road
(a 70 foot right of way) with the Southerly right of way line of 12th Street (a
60 foot right of way); thence North 89 15'10" East along said Southerly right of
way line of 12th Street, a distance of 961.01 feet, thence South 00 35'55" West
along the Easterly line of those certain lands described in
7
Official Records Volume 5570, Page 1033 of the Current Public Records of said
County, a distance of 1133.00 feet for a POINT OF BEGINNING; thence North 89
15'10" East along the Southerly line of those certain lands described in
Official Records Volume 6267, Page 1833 of said Current Public Records, a
distance of 557.93 feet to a point situate in the Westerly right of way line of
Xxxxx Industrial Drive (a 60 foot right of way as now established) said right of
way line being a curve concave Westerly and having a radius of 845.28 feet;
thence Southerly around and along said curve and along said Westerly right of
way line, an arc distance of 143.49 feet, said arc being subtended by a chord
bearing and distance of South 07 09'24" West, 143.32 feet; thence South 89
15'10" West, a distance of 541.56 feet to the Southeast corner of said lands
described in Official Records Volume 5570, Page 1033; thence North 00 35'55"
East, along said Easterly line of said last mentioned lands, a distance of
142.00 feet to the POINT OF BEGINNING.
Containing 1.7983 acres.
8
EXHIBIT A-25
0000 XXXXX XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A parcel of land lying in the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, being more particularly
described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way as now established) with the Easterly prolongation of the
South line of the Northwest 1/4 of the Northwest 1/4 of said Section (said line
being also the Easterly prolongation of the Southerly line of Xxxx Subdivision,
as recorded in Plat Book 6, Page 54 of the Current Public Records of said
County, and the Northerly line of that 60 foot drainage easement described in
agreement of September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); from the Point of
Reference thus described run thence North 00 35'55" East, along said Easterly
right of way line of Xxxxx Road, a distance of 858.61 feet to a point for a
POINT OF BEGINNING; thence continue North 00 35'55" East, along said right of
way line, a distance of 464.39 feet to the point of intersection of said
Easterly right of way line with the Southerly right of way line of 00xx Xxxxxx
(xxxxxxxx Xxxx Xxxx, a 60 foot right of way as now established); thence North 89
15'10" East, along said Southerly right of way line, a distance of 435.99 feet
to the point of intersection of said Southerly right of way line and the
centerline of said drainage easement; thence South 00 35'55" West, along said
centerline, a distance of 456.38 feet to a point; thence South 88 12'05" West, a
distance of 436.25 feet to the POINT OF BEGINNING.
The lands thus described contain 4.292 acres, more or less, exclusive of the
lands lying within said drainage easement.
DRAINAGE EASEMENT
A portion of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, as more particularly described as follows:
COMMENCE at the point of intersection of the Easterly right of way line of Xxxxx
Road (a 70 foot right of way as now established) with the Easterly prolongation
of the South line of the Northwest 1/4 of the Northwest 1/4 of said Section
(said line being also the Easterly prolongation of the Southerly line of Xxxx
Subdivision, as recorded in Plat Book 6, Page 34 of the Public Records of said
County and the Northerly line of that 60 foot drainage easement described in
agreement dated September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); thence North 00
35'55" East, along said Easterly right of way line of Xxxxx Road, 858.61 feet,
thence North 88 12'05" East, 120.00 feet to the
9
POINT OF BEGINNING; thence continue North 88 12'05" East, 270.00 feet; thence
South 00 35'55" East, 15.00 feet; thence South 88 12'05" West, 270.00 feet;
thence North 00 35'55" West, 15.00 feet to the POINT OF BEGINNING.
Containing 0.0930 acres, more or less.
(Revised description for O.R.V. 5572, Pg. 1729
15 FOOT WATER LINE EASEMENT
A part of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx
County, Florida, lying 7.5 feet either side of the following described
centerline: COMMENCING at the intersection of the Southerly right of way line of
West 12th Street (a 60 foot right of way) with the Easterly right of way line of
Xxxxx Road (a 70 foot right of way); thence South 00 35'55" West, along said
Easterly right of way line of Xxxxx Road, a distance of 454.50 feet for a POINT
OF BEGINNING of said centerline; thence North 89 24'05" East, a distance of
99.32 feet; thence North 44 24'05" East, a distance of 29.50 feet; thence North
89 24'05" East, a distance of 316.22 feet to a point situate in the centerline
of that certain 60 foot County Drainage Easement (by agreement dated September
2, 1964) which lies South 00 35'55" East, a distance of 434.77 feet, as measured
along said centerline of County Drainage Easement from said Southerly right of
way line of Xxxx 00xx Xxxxxx and the terminus of said centerline.
10
EXHIBIT A-26
0000 XXXXX XXXXX
XXXXXXXXXXXX, XX
[TITLE IS IN THE NAME OF ONE FEDERAL STREET JOINT VENTURE, A MASSACHUSETTS
GENERAL PARTNERSHIP FOR AN UNDIVIDED 50%; THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA FOR AN UNDIVIDED 50%]
A parcel of land lying in the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, being more particularly
described as follows:
COMMENCE at the intersection of the Easterly right of way line of Xxxxx Road (a
70 foot right of way as now established) with the Easterly prolongation of the
South line of the Northwest 1/4 of the Northwest 1/4 of said Section (said line
also being the Easterly prolongation of the Southerly line of Xxxx Subdivision,
as recorded in Plat Book 6, Page 54 of the Current Public Records of said
County, and the Northerly line of that 60 foot drainage easement described in
agreement of September 2, 1964 between Seaboard Airline Railroad Company and the
Board of County Commissioners of Xxxxx County, Florida). From the Point of
Reference thus described, run South 00 35'55" West, along said Easterly right of
way line of Xxxxx Road, a distance of 30.03 feet to a point on the Centerline of
said drainage easement for a POINT OF BEGINNING; thence North 00 35'55" East,
along said right of way line, a distance of 888.64 feet to a point; thence North
88 12'05" East, a distance of 436.25 feet to a point on the centerline of said
drainage easement; thence South 00 35'55" West, along said centerline, a
distance of 888.64 feet to an angle point in said centerline, thence South 88
12'05" West, along said centerline, a distance of 436.25 feet to the POINT OF
BEGINNING.
The lands thus described contains 8.00 acres, more or less, exclusive of the
lands lying within said drainage easement.
DRAINAGE EASEMENT
A portion of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, as more particularly described as follows:
COMMENCE at the point of intersection of the Easterly right of way line of Xxxxx
Road (a 70 foot right of way as now established) with the Easterly prolongation
of the South line of the Northwest 1/4 of the Northwest 1/4 of said Section
(said line being also the Easterly prolongation of the Southerly line of Xxxx
Subdivision, as recorded in Plat Book 6, Page 34 of the Public Records of said
County and the Northerly line of that 60 foot drainage easement described in
agreement dated September 2, 1964, between Seaboard Airline Railroad Company and
the Board of County Commissioners of Xxxxx County, Florida); thence North 00
35'55" East, along said Easterly right of way line of Xxxxx Road, 858.61 feet;
thence North 88 12'05" East, 120.00 feet to the Point OF BEGINNING; thence
continue North 88 12'05" East, 270.00 feet, thence South 00 35'55"
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East, 15.00 feet; thence South 88 12'05" West, 270.00 feet; thence North 00
35'55'' West, 15.00 feet to the POINT OF BEGINNING.
Containing 0.0930 acres, more or less.
12
EXHIBIT A-27
460 AND 000 XXXXX XXXXX
XXXXXXXXXXXX, XX
Phase I: A part of the northwest 1/4 of the northwest 1/4, Section 18, Township
2 South, Range 26 East, Jacksonville, Xxxxx County, Florida, and all being more
particularly described as follows:
Commence at the intersection of the centerline of Xxxxx Road, an original 60
foot right of way as described in O.R. Volume 425, Page 417, of the current
public records of said county, with the centerline of Broadway Avenue (a 60 foot
right of way as now established), said point being the southeasterly corner of
said northwest 1/4 of the northwest 1/4 of Section 18, Township 2 South, Range
26 East; thence south 88 degrees 25 minutes 10 seconds west along the westerly
prolongation of the centerline of Broadway Avenue and the southerly line of said
northwest 1/4 of the northwest 1/4, a distance of 40.03 feet to the present
westerly right of way line of Xxxxx Road and to the point of beginning; thence
south 89 degrees 26 minutes 50 seconds west, 1245.83 feet, to a point on the
westerly line of that certain 20 foot perpetual right of way and easement for
drainage, recorded in O.R. Volume 1969, Page 581 and Page 584 of the current
public records of said county; thence north 00 degrees 45 minutes 10 seconds
west, along last said line 377.44 feet; thence north 88 degrees 25 minutes 10
seconds east, 1254.39 feet; to a point on the aforementioned westerly right of
way line of Xxxxx Road; thence south 00 degrees 27 minutes 20 seconds west,
along last said line 400.00 feet to the point of beginning.
Phase II: A part of the northwest 1/4 of the northwest 1/4, and a part of the
southwest 1/4 of the northwest 1/4 of Section 18, Township 2 South, Range 26
East, Jacksonville, Xxxxx County, Florida, and all being more particularly
described as follows:
Commence at the intersection of the centerline of Xxxxx Road, an original 60
foot right of way described in O.R. Volume 425, Page 417, of the current public
records of said county, with the centerline of Broadway Avenue (a 60 foot right
of way as now established), said point being the southeasterly corner of said
northwest 1/4 of the northwest 1/4 of Section 18, Township 2 South, Range 26
East; thence south 88 degrees 25 minutes 10 seconds west, along the westerly
prolongation of the centerline of Broadway Avenue and the southerly line of said
northwest 1/4 of the northwest 1/4, a distance of 40.03 feet to the present
westerly right of way line of Xxxxx Road and to the point of beginning; thence
south 00 degrees 04 minutes 04 seconds east, along said westerly right of way
line of Xxxxx Road, a distance of 275.63 feet; thence south 89 degrees 26
minutes 50 seconds west, 831.58 feet to a point lying in the easterly line of
that certain 80 foot D.O.T. drainage easement recorded in O.R. Volume 2841, Page
814, and O.R. Volume 2831, Page 1026, of the current public records of said
county; run thence south 00 degrees 31 minutes 37 seconds east, public records
of said county; run thence south 00 degrees 31 minutes 37 seconds east, along
said easterly line of the aforedescribed easement, a distance of 341.83 feet;
run thence south 89 degrees 26 minutes 50 seconds west, a distance of 80.00 feet
to a point lying on the westerly line of the aforedescribed 80 foot drainage
easement, said point also being the
13
intersection with a curve concave northeasterly, having a radius of 385.28 feet
and a central angle of 64 degrees 48 minutes 00 seconds; run thence along and
around the arc of said curve, an arc length of 435.74 feet, said arc being
subtended by a chord having a bearing of north 49 degrees 16 minutes 28 seconds
west, and a distance of 412.89 feet to a point of intersection with the easterly
line of that certain 20 foot perpetual right of way and easement for drainage
recorded in O.R. Volume 1969, Page 581, and Page 584, of the current public
records of said county; run thence south 89 degrees 14 minutes 51 seconds west,
a distance of 20.00 feet to the westerly line of the aforementioned 20 foot
perpetual right of way and easement for drainage; run thence north 00 degrees 45
minutes 10 seconds west, along said westerly line, a distance of 345.14 feet;
thence north 89 degrees 26 minutes 50 seconds east, 1245.83 feet to the point of
beginning.
Phase I and Phase II described together as follows:
A part of the northwest 1/4 of the northwest 1/4, and a portion of the southwest
1/4 of the northwest 1/4 of Section 18, Township 2 South, Range 26 East,
Jacksonville, Xxxxx County, Florida, and all being more particularly described
as follows:
Commence at the intersection of the centerline of Xxxxx Road, an original 60
foot right of way described in O.R. Volume 425, Page 417, of the current public
records of said county, with the centerline of Broadway Avenue (a 60 foot right
of way as now established), said point being the southeasterly corner of said
northwest 1/4 of the northwest 1/4 of Section 18, Township 2 South, Range 26
East; thence south 88 degrees 25 minutes 10 seconds west, along the westerly
prolongation of the centerline of Broadway Avenue and the southerly line of said
northwest 1/4 of the northwest 1/4, a distance of 40.03 feet to the present
westerly right of way line of Xxxxx Road and to the point of beginning; thence
south 00 degrees 04 minutes 04 seconds east, 275.63 feet to a point; thence
south 89 degrees 26 minutes 50 seconds west 831.58 feet to a point lying on the
easterly line of that certain 80 foot D.O.T. drainage easement recorded in O.R.
Volume 2841, Page 814, and O.R. Volume 2831, Page 1026, of the current public
records of said county; run thence south 00 degrees 31 minutes 37 seconds east,
along said easterly line of the aforedescribed easement, a distance of 341.83
feet; run thence south 89 degrees 26 minutes 50 seconds west, a distance of 80
feet to a point lying on the westerly line of the aforedescribed 80 foot
drainage easement, said point also being the intersection with a curve concave
northeasterly, having a radius of 385.28 feet and a central angle of 64 degrees
48 minutes 00 seconds; run thence along and around a curve of said arc, an arc
length of 435.74 feet, said arc being subtended by a chord having a bearing of
north 49 degrees 16 minutes 28 seconds west, and a distance of 412.89 feet to a
point of intersection with the easterly line of that certain 20 foot perpetual
right of way and easement for drainage recorded in O.R. Volume 1969, Page 581,
and Page 584, of the current public records of said county; run thence south 89
degrees 14 minutes 51 seconds west, a distance of 20 feet to the westerly line
of the aforementioned 20 foot perpetual right of way and easement for drainage;
run thence north 00 degrees 45 minutes 10 seconds west along said westerly line,
a distance of 722.58 feet; thence north 88 degrees 25 minutes 10 seconds east,
1254.39 feet to a point on the aforementioned westerly right of way line of
Xxxxx
14
Road; thence south 00 degrees 27 minutes 20 seconds west, along said line 400
feet to the point of beginning.
00
XXXXXXX X-00
XXXXXXX XXXXXX
XXX XXXXXXX, XX
XXX 00, XXXXXX 0, XXXXXXX XXXXXXXXXX XXXX
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in the Parish of Jefferson, State of Louisiana,
designated as Xxx 00 xx Xxxxxx 0, Xxxxxxx Xxxxxxxxxx Xxxx, on a plan of
subdivision by X. X. Xxxxx & Sons, Inc., dated August 28, 1973, approved by the
Xxxxxxxxx Xxxxxx Council on September 27, 1973, by Ordinance No. 11367,
registered in COB 801, folio 825, and according to which plan said Parcel 1 is
bounded by Pepsi Street, Elmwood Parkway (formerly Wholesalers Parkway), Xxxxxxx
Avenue, Commerce Point and Jefferson Highway and Lot 15 is more particularly
described as follows:
Begin at the intersection of the southerly right of way line of Pepsi Street and
the westerly right of way line of Elmwood Parkway, the point of beginning.
Measure thence from the point of beginning along said westerly line S18(37'56"E
a distance of 275.05'; thence S41(12'39"W a distance of 655.52'; thence
S41(54'49"W a distance of 31.91'; thence N34(07'04"E a distance of 58.57';
thence in a northerly direction along the arc of a curve to the left having a
radius of 440.75' an arc length of 405.78', a chord of N07(44'34"E a chord
distance of 391.60'; thence N18(37'56"W a distance of 236.40'to a point on the
southerly right of way line of Pepsi Street; thence along said southerly line
N71(44'19"E a distance of 374.00' to a point on the westerly right of way line
of Elmwood Parkway, the point of beginning.
All as more fully shown on plan of survey by Krebs, LaSalle, XxXxxxx
Consultants, Inc. dated February 26, 1997.
16
EXHIBIT X-00
XXXXXXX XXXXX XXXXXXXX XXXXXX
XXX XXXXXXX, XX
Xxx 0 - ELMWOOD INDUSTRIAL PARK, PARCEL 2
A certain piece or portion of ground, together with all the buildings and
improvements thereon, situated in the Parish of Jefferson, Elmwood Industrial
Park, Parcel 2 designated L0T 7 as identified on a plan of resubdivision by X.
X. Xxxxx & Sons, Inc. dated January 21, 1977, approved by the Xxxxxxxxx Xxxxxx
Council Ordinance No 12848 on May 5, 1977 and registered in COB 892, folio 796,
and more fully described as follows:
Commence at the intersection of the northerly right of way line of Pepsi Street
and the westerly right of way line of Distributors Row, thence along said
westerly line N18(15'15"W a distance of 275.00 feet to a point, the point of
beginning.
Measure thence from the point of beginning S71(44'45"W a distance of 445.35 feet
to a point;
thence N18(15'41"W a distance of 314.70 feet to a point;
thence N71(44'45"E a distance of 445.40 feet to a point on the westerly right of
way line of Distributors Row;
thence along said line S18(15'15"E a distance of 314.70 feet to the point of
beginning.
Said LOT 7 has an area of 139,754.42 square feet or 3.208 acres, more or less.
All as more fully shown on a plan by Krebs, LaSalle, XxXxxxx Consultants, Inc.
dated February 28, 1997.
17
EXHIBIT X-00
XXXXXXXXX XXXXXX/XXXXXXX XXXXXX
XX. XXXX, XX
TRACT I
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in Section 39, Township 12 South, Range 9 East,
Parish of St. Xxxxxxx, in the Southeastern District of the State of Louisiana on
the left descending bank of the Mississippi River, being a portion of the upper
portion of Fairview Plantation on the East Bank of the Mississippi River,
identified as Parcel FP-1 on a plan of re-subdivision of Xxxxxx Xxxxxxx, dated
November 2, 1982, approved by the Parish of St. Xxxxxxx Ordinance No. 83-1-9 on
January 18, 1983, filed in COB 292, folio 734, and according to said plan,
Parcel FP-1 is more particularly described as follows:
Begin at the intersection of the southerly right of way line of Airline Highway
and the easterly right of way line of Riverbend Boulevard; thence along the
southerly right xx xxx xx Xxxxxxx Xxxxxxx X00(00'00"X a distance of 410 feet to
a point;
thence S16(10'00"E a distance of 575.08 feet to a point;
thence S72(51'35"W a distance of 410 feet to a point on the easterly right of
way line of Riverbend Boulevard;
thence along said right of way line N16(10'00"W a distance of 575.08 feet to the
point of beginning.
TRACT II
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in the Parish of St. Xxxxxxx, State of
Louisiana in that area known as Riverbend Business Park and identified as Lot
7-A on a plan of re-subdivision of Xxxxxx Xxxxxxx, Land Surveyor, dated March
28, 1989, approved by the Parish of St. Xxxxxxx Council on April 21, 1989,
filed on April 25, 1989 in COB 404, folio 519, and in accordance with said
plan, Lot 7-A is more particularly described as follows:
Begin at the intersection of the easterly right of way line of Riverbend
Boulevard and the northerly right of way line of Y. & M. V. Railroad, thence
along the easterly right of way line of Riverbend Boulevard along a curve to the
left, with a radius of 193.42 feet, an arc length of 118.17 feet, a chord of
N73(40'08"W, a chord length of 116.35 feet to a reverse curve;
18
thence along a curve to the right having a radius of 125.40 feet, an arc length
of 162.20 feet, a chord of N54(07'02"W, a chord length of 151.13 feet to a point
on the southerly right of way line of the L. & A. Railroad right of way line;
thence along said right of way line N72(56'16"E a distance of 434.62 feet to a
point on the line common to Lots 7-A and 7-B;
thence S25(02'00"E a distance of 148.69 feet to a point on the northerly right
of way line of Y. & M. V. Railroad;
thence S64(58'00"W a distance of 269.65 feet to a point on the easterly right of
way line of River Bend Boulevard, the point of beginning.
19
EXHIBIT X-00
XXXXXXXXX XXXXXXXXX #0
XX. XXXX, XX
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in the State of Louisiana, St. Xxxxxxx Xxxxxx,
Section 39, T12S, R9E, in that area known as Riverbend Business Park and
identified as LOT 4-A on a plan of re-subdivision prepared by X. X. Xxxxx &
Sons, Inc., dated September 7, 1990, Job No. 900511, approved by St. Xxxxxxx
Xxxxxx on September 17, 1990, and filed in COB 428, folio 518, and in
accordance with said plan of re-subdivision, LOT 4-A is more particularly
described as follows: Begin at the near point of curvature of the northwest
intersection of Delta Drive and Jefferson Highway; thence along the arc of a
curve to the right having a radius of 35 feet a length of 39.56 feet to a
point on the northerly right of way line of Jefferson Highway;
thence S48(36'00"W a distance of 381.86 feet to a point;
thence N16(10'00"W a distance of 1,012.15 feet to a point;
thence N73(50'00"E a distance of 365.50 feet to a point on the westerly right of
way line of Delta Drive;
thence along said right of way line S16(10'00"E a distance of 817.70 feet to the
point of beginning.
20
EXHIBIT A-32
RIBERBEND WAREHOUSE #1
ST. ROSE, LA
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in the State of Louisiana, St. Xxxxxxx Xxxxxx,
Section 39, T12S, R9E, in that area known as Riverbend Business Park and
identified as LOT 3 on a plan of re-subdivision prepared by X. X. Xxxxx & Sons,
dated May 16, 1980, Dwg. No. G-73-003-02-A, and approved by St. Xxxxxxx Xxxxxx
Police Jury Ordinance No. 84-5-3, authorizing an Act of Dedication filed in COB
315, folio 394, and in accordance with said plan of re-subdivision, Lot 3 is
more particularly described as follows:
Begin at the near point of curvature of the northeast intersection of Jefferson
Highway and River Bend Boulevard, thence along the easterly right of way line of
Xxxxx Xxxx Xxxxxxxxx, X00(00'00"X a distance of 1,706.00 feet to a point;
thence along the arc of a curve to the right having a radius of 35 feet an arc
length of 49.56 feet, chord bearing of N42(24(00(E a chord distance of 45.52
feet to a point of tangency;
thence N64(58'00"E a distance of 339.95 feet to a point;
thence S16(10'00"E a distance of 1,675.92 feet to a point on the northerly right
of way line of Jefferson Highway;
thence along said northerly right of way line S48(39'00W a distance of 348.87
feet to a point;
thence along the arc of a curve to the right; having a radius of 35 feet an arc
length of 70.39 feet, chord bearing of N73(47(00(W a chord distance of 59.11 to
the point of beginning.
Improvements thereon bear Municipal No. 100 River Bend Boulevard.
A CERTAIN PIECE OR PORTION OF GROUND, together with all the buildings and
improvements thereon, situated in the Parish of Jefferson, in that area known as
Elmwood Industrial Park, Parcel 2 thereof, and identified as Lot 7 on a plan of
re-subdivision of X.X. Xxxxx & Sons, Inc., dated January 21, 1977, approved by
Xxxxxxxxx Xxxxxx Council Ordinance No. 12848 on May 5, 1977 and registered in
COB 892, folio 796, and in accordance with said plan of re-subdivision, said Lot
7 is more particularly described as follows:
Commence at the southwest intersection of Mounes Street and Distributors Row,
thence along the westerly right of way line of Distributors Row S18(15'15"E a
distance of 314.70 feet to a point;
21
thence leaving said right of way S71(44'45"W a distance of 445.35 feet to a
point;
thence N(14'41"W a distance of 314.70 feet to a point;
thence N71(44'45"E a distance of 445.40 feet to the point of beginning.
22
EXHIBIT B
ALLOCATION OF PURCHASE PRICE
Allocated
Property Address Price
-------- ------- ---------
460 and 000 Xxxxx Xxxxx Xxxxxxxxxxxx, XX $7,825,672
Road
0000 Xxxxx Xxxxxxxxxxxx, XX $ 2,911,189
0000 Xxxxx Xxxxxxxxxxxx, XX $ 2,136,670
0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxxx, XX $ 2,856,797
0000 Xxxxx Xxxxx Xxxx Xxxxxxxxxxxx, XX $ 4,692,679
Parkway Center New Orleans, LA $ 6,928,256
Cypress Point Business New Orleans, LA $ 2,207,659
Center
Riverbend Office/Service St. Rose, LA $ 2,257,946
Xxxxxx
Xxxxxxxxx Xxxxxxxxx Xx. 0 Xx. Xxxx, XX $ 5,820,356
Riverbend Xxxxxxxxx Xx. 0 Xx. Xxxx, XX $12,072,621
----------
TOTAL $49,709,845
----------
----------
23
EXHIBIT C
LIST OF LOAN DOCUMENTS
FLORIDA PROPERTIES
1. Promissory Note ("Florida Note") dated September 23, 1997 in principal
amount of $18,300,000, from EastGroup Properties, L.P. ("EastGroup"), maker, to
Meridian Industrial Trust, Inc. ("Meridian"), payee.
2. Mortgage and Security Agreement dated September 23, 1997, from
EastGroup to Meridian, securing payment of the Florida Note and encumbering
those projects comprising the Subject Property which are located in the State of
Florida.
3. Assignment of Rents and Leases dated September 23, 1997, from
EastGroup to Meridian, securing payment of the Florida Note and encumbering
those projects comprising the Subject Property which are located in the State of
Florida.
4. State of Florida UCC-1 Financing Statements.
LOUISIANA PROPERTIES
1. Promissory Note ("Louisiana Note") dated September 23, 1997 in
principal amount of $26,700,000, from EastGroup, maker, to Meridian, payee.
2. Mortgage, Security Agreement and Assignment of Leases and Rents dated
September 23, 1997, from EastGroup to Meridian, securing payment of the
Louisiana Note and encumbering those projects comprising the Subject Property
which are located in the State of Louisiana.
3. Assignment of Rents and Leases dated September 23, 1997, from
EastGroup to Meridian, securing payment of the Louisiana Note and encumbering
those projects comprising the Subject Property which are located in the State of
Louisiana.
4. State of Louisiana UCC-1 Financing Statements.
24
EXHIBIT D
PROFORMA POLICIES ISSUED BY
FIRST AMERICAN TITLE INSURANCE COMPANY
TO
EASTGROUP PROPERTIES, L.P.
PROPERTY
FLORIDA
460 and 000 Xxxxx Xxxx FA-C-984 $ 7,825,672
0000 Xxxxx Xxxx FA-C-978 $ 2,911,189
0000 Xxxxx Xxxx FA-C-979 $ 2,136,670
0000 Xxxxx Xxxxx XX-C-981 $ 2,856,797
0000 Xxxxx Xxxxx XX-C-982 $ 4,692,679
XXXXXXXXX
Xxxxxxx Xxxxxx X.X. 00000 $ 6,928,256
Xxxxxxx Xxxxx X.X. 00000 $ 2,207,659
Riverbend Office/Service Center N.A. 19793 $ 2,257,946
Riverbend Warehouse No. 2 N.A. 19794 $ 5,820,356
Riverbend Warehouse No. 1 N.A. 19795 $12,072,621
25
