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Exhibit 10(a)
AGREEMENT REGARDING REAL PROPERTY
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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.
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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
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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 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,
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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.
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
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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
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made by Meridian. The foregoing indemnities shall survive the Closing or
termination of this Agreement.
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: /s/ Xxxxxx X. Xxxxxx
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Its: Secretary
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EASTGROUP PROPERTIES, L.P.,
a Delaware limited partnership
By: EastGroup Properties General
Partners, Inc.,
a Delaware corporation
Its: Sole General Partner
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx XX
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Its: President
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By: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxxx Xxxx
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Its: Vice President
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EXHIBIT A
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PHASE I:
A part of the Northwest 1/4 of the Xxxxxxxxx 0/0, Xxxxxxx 00, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, and all being more
particularly described as follows:
Commence at the intersection of the center line 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 center line 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 Xxxxxxxxx 0/0 xx Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 26 East; thence South 88 degrees 25'10" West along the Westerly
prolongation of the center line 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 26'50" 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 45'10" West, along last said
line 377.44 feet; thence North 88 degrees 25'10" East, 1254.39 feet; to a point
on the aforementioned Westerly right-of-way line of Xxxxx Road; thence South 00
degrees 27'20" 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 Xxxxxxxxx 0/0 xx Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, and all being more particularly described
as follows:
Commence at the intersection of the center line 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 center line 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 Xxxxxxxxx 0/0 xx Xxxxxxx 00, Xxxxxxxx 0
Xxxxx, Xxxxx 26 East; thence South 88 degrees 25'10" West, along the Westerly
prolongation of the center line 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
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of Xxxxx Road and to the Point of Beginning; thence South 00 degrees 04'04"
East, along said westerly right-of-way line of Xxxxx Road, a distance of 275.63
feet; thence South 89 degrees 26'50" 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 31'37" East, along said
Easterly line of the afore-described easement, a distance of 34l.83 feet; run
thence South 89 degrees 26'50" West, a distance of 80.00 feet to a point lying
on the Westerly line of the afore-described 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 48'00"; 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 16'28" West, and a
distance of 4l2.89 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 14'51" 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 45'10" West, along said
Westerly line, a distance of 345.14 feet; thence North 89 degrees 26'50" East,
1245.83 feet to the Point of Beginning.
PHASE I AND II:
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 Xxxxxxxxx 0/0 xx Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East,
Jacksonville, Xxxxx County, Florida, and all being more particularly described
as follows:
Commence at the intersection of the center line 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 center line 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 Xxxxxxxxx 0/0 xx Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 26
East; thence South 88 degrees 25'10" West, along the Westerly prolongation of
the center line of Broadway Avenue and the southerly line of said
Northwest 1/4 of the Northwest 1/4, a
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distance of 4O.03 feet to the present Westerly right-of-way line of Xxxxx Road
and to the Point of Beginning; thence south 00 degrees 04'04" East, 275.63 feet
to a point; thence South 89 degrees 26'50" West, 831.58 feet to a point lying on
the Easterly line of that certain So 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 31'37" East, along
said Easterly line of the afore-described easement, a distance of 34l.83 feet;
run thence South 89 degrees 26'50" West, a distance of 80 feet to a point lying
On the Westerly line of the afore-described 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 48'00"; 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 16'28" West,
and a distance of 4l2.89 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 14'51" 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 45'10" West along
said Westerly line, a distance of 722.58 feet; thence North 88 degrees 25'10"
East, l254.39 feet to a point on the aforementioned Westerly right-of-way line
of Xxxxx Road; thence South 00 degrees 27'20" West, along last said line 400
feet to the Point of Beginning.
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A part of Section 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 00xx Xxxxxx (a
60-foot right of way); thence North 89 degrees 15'10" East along said Southerly
right-of-way line of 12th Street, a distance of 961.01 feet; thence South 00
degrees 35'55" West along the Easterly line of those certain lands described in
O.R. 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 degrees 15'10" East, a distance of 54l.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
l66.6O feet, said arc being subtended by a chord bearing and distance of South
17 degrees 39'59" West, 166.33 feet to the point of tangency of said curve;
thence South 23 degrees 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 degrees 51'11" West, 50.16
feet; thence South 89 degrees 15'10" West, a distance of 816.36 feet; thence
North 00 degrees 35'55" East, a distance of 460.00 feet to the southwest corner
of said lands described in O.R. Volume 5570, Page 1033; thence North 89 degrees
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.
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PARCEL I:
That certain piece, parcel or tract of land situate, lying and being in the City
of Jacksonville, County of Xxxxx State of Florida, to wit:
A portion of Section 0, Xxxxxxxx 0 Xxxxx, Xxxxx 26 East, Xxxxx County, Florida,
and 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 00xx Xxxxxx (a
60-foot right of way); thence North 89 degrees 15'10" East along said Southerly
right-of-way line, a distance of 96l.0l feet; thence South 00 degrees 35'55"
West, a distance of 701.00 feet to the Point of Beginning; thence North 89
degrees 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 degrees 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 degrees 25'19" East, 67.08 feet; thence South 02 degrees
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 degrees 03'51" East, 69.55 feet; thence South 89
degrees 15'10", West, a distance of 557.93 feet; thence North 00 degrees 35'55"
East, a distance of 432.00 feet to the Point of Beginning.
PARCEL II:
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 degrees 15'10" East along said Southerly
right-of-way
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line of 12th Street, a distance of 961.01 feet; thence South 00 degrees 35'55"
West along the Easterly line of those certain lands described in O.R. 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 degrees 15'10" East
along the Southerly line of those certain lands described in O.R. Volume 6267,
Page 1833 of the 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 degrees 09'24" West 143.32 feet; thence South 89 degrees 15'10" West, a
distance of 54l.56 feet to the Southeast corner of said lands, described in O.R.
Volume 5570, Page 1033; thence North 00 degrees 35'55" East, along said Easterly
line of said last mentioned lands, a distance of 142.00 feet to the Point of
Beginning.
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A parcel of lands lying in the Northwest 1/4 of Section 7. Township 2 South,
Range 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,
recorded in Plat Book 6, Page 54, 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 degrees 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 degrees 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 degrees 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 center line of said drainage easement; thence South 00 degrees 35'55"
West, along said center line, a distance of 456.38 feet to a point; thence
South 88 degrees 12'05" West, a distance of 436.25 feet to the Point of
Beginning.
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A parcel of land lying in the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 0 Xxxxx,
Xxxxx 26 East, Jacksonville, Xxxxx County, Florida, being store particularly
described as follows:
For a point of reference, commence at the point Of 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, 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 Air Line Railroad Company and the Board of County
Commissioners of Xxxxx County, Florida); from the point of reference thus
described, run South 0 degrees 35'55" West, along said Easterly right-of-way
line of Xxxxx Road, a distance of 30.03 feet to a point on the center line of
said drainage easement for a Point of Beginning; from the Point of Beginning
thus described, run North 0 degrees 35'55" East along said right-of-way line, a
distance of 888.64 feet to a point; run thence North 88 degrees 12'05" East, a
distance of 436.25 feet to a point on the center line of said drainage
easement; run thence South 0 degrees 35'55" West, along said center line, a
distance of 888.64 feet to an angle point in said center line; run thence South
88 degrees 12'05" West, along said center line, a distance of 436.25 feet
to the Point of Beginning.
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EXHIBIT A (A-28)
TRACT I
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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., C.E. & S., 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 a survey Of Krebs,
LaSalle, XxXxxxx Consultants, Inc., dated February 26, 1997, File No.
E-25-105-40 ("Lot 15 Survey") 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, measure thence from the
point of beginning along said westerly line S18 degrees 37'56"E a distance of
275.05 feet;
thence S41 degrees 12'39"W a distance of, 655.52 feet;
thence S41 degrees 54'49"W a distance of 3l.91 feet;
thence N34 degrees 07'04"E a distance of 58.57 feet;
thence in a northerly direction along the arc of a curve to the left having a
radius of 440.75 feet an arc length of 405.78 feet, a chord of N07 degrees
44'34"E a chord distance of 391.60 feet;
thence N18 degrees 37'56"W a distance of 236.40 feet to a point on the southerly
right of way line of Pepsi Street;
thence along said southerly line N71 degrees 44'19"E a distance of 374,00
feet to a point on the westerly right of way line of Elmwood Parkway, the
point of beginning.
Improvements thereon bear Municipal No. 5400 Pepsi Street.
TRACT II
--------
A certain piece or portion of ground situated in the Parish of Jefferson, State
of Louisiana, designated as XXX 00-X XX XXXXXX 0, Xxxxxxx Xxxxxxxxxx Xxxx, on a
plan of resubdivision by X. X. Xxxxx & Sons, Inc., dated January 31, 1977,
approved by the Xxxxxxxxx Xxxxxx Council on February 24, 1977, by Ordinance No.
12748, recorded under Entry No. 758454, COB 886, folio 585, Parcel 3 is bounded
by Pepsi Street, Elmwood Parkway (formerly Wholesalers Parkway), Distributors
Row and Mounes Street, In accordance with a plan of survey of Krebs, LaSalle,
XxXxxxx Consultants, Inc., File No. E-25-105-42, dated March 6, 1997 (the "Lot
12-D Survey"), Lot 12-D is more particularly described as follows:
17
Commence at the intersection of the northerly right of way line of Pepsi Street
and the westerly right of way line of Elmwood Parkway; thence along said
westerly line N18 degrees 37'56"W, a distance of 525.227 feet to the point of
beginning. Thence S71 degrees 22'04"W a distance of 373.99 feet; thence N18
degrees 37'56"W a distance of 667.633 feet; thence N71 degrees 22'04"E a
distance of 374.00 feet to a point on the westerly right of way line of
Elmwood Parkway; thence along said westerly line S18 degrees 37'56"E a distance
of 667.631 feet to a point, the point of beginning.
Improvements thereon bear Municipal No. 000 Xxxxxxx Xxxxxxx.
18
EXHIBIT A (A-29)
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
resubdivision 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 a survey of Krebs, LaSalle, XxXxxxx
Consultants, Inc., dated February 28, 1997, File No. E-25-105-41, said Lot 7 is
more particularly describe 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 the
westerly right of way line of Distributors Row N18 degrees 15'15"W a distance
of 275.00 feet to the point of beginning;
thence leaving said right of way S71 degrees 44'45"W a distance of 445.35 feet
to a point;
thence N18 degrees 15'41"W a distance of 314.70 feet to a point;
thence N71 degrees 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 right of way line S18 degrees 15'15"E a distance of 314.70
feet to the point of beginning.
Improvements thereon bear Xxxxxxxxx Xx. 000 Xxxxxxxxxxxx Xxx.
19
EXHIBIT A (A-30)
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-l on a plan of resubdivision of Xxxxxx Xxxxxxx, dated
November 2, 1982, approved by Parish of St. Xxxxxxx Ordinance No. 83-1-9 on
January 18, 1983, filed in COB 292, folio 734, and as shown on a plan of survey
of Krebs, LaSalle, XxXxxxx Consultants, Inc., Job No. 970128, File No.
G-28-001-20, dated March 3, 1997 (the "Parcel FP-1 Survey"), 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 of way of Airline Highway N72 degrees 51'35"E a distance of 410
feet to a point; thence S16 degrees 10'00"E a distance of 575.08 feet to a
point; thence S72 degrees 51'35"W a distance of 41O feet to a point on the
easterly right of way line of Riverbend Boulevard; thence along said right of
way line N16 degrees 10'00"W a distance of 575.08 feet to the point of
beginning.
Improvements thereon bear Municipal No. 0000 Xxxxxxxxx Xxxx.
20
EXHIBIT A (A-31)
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 resubdivision 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 a
plan survey of Krebs, LaSalle, XxXxxxx Consultants, Inc., Job No. 970127, File
No. G-73-003-62, dated March 7, 1997 (the "Lot 4-A Survey"), 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 an arc length of 39.56 feet, a chord of S16 degrees 13'00"W,
a chord distance of 37.49 feet to a point on the northerly right of way line of
Jefferson Highway;
thence S48 degrees 36'00"W a distance of 381.86 feet to a point;
thence N16 degrees 10'00"W a distance of 1,012.15 feet to a point;
thence N73 degrees 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 degrees 10'00"E a distance of 817.70
feet to the point of beginning.
Improvements bear Municipal No. 000 Xxxxx Xxxxx.
21
EXHIBIT A (A-32)
TRACT I
-------
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 resubdivision prepared by X. X. Xxxxx & Sons,
dated May 16, 19800, 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 a plan of survey by Krebs, LaSalle,
XxXxxxx Consultants, Inc., Job No. 970126, File No. G-73-003-61, dated February
26, 1997 (the "Lot 3 Survey"), 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
River Bend Boulevard Nl6 degrees 10'00"W a distance of 1,706.00 feet to a point
of curvature;
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 N24 degrees 24'00"E, a chord distance of
45.52 feet to a point of tangency;
thence N64 degrees 58'00"E a distance of 339.95 feet to a point;
thence S16 degrees 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 degrees 39'00"W 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 degrees 47'00"W a chord distance of
59.11 feet to the point of beginning.
Improvements thereon bear Municipal No. 000-000 Xxxxx Xxxx Xxxxxxxxx
XXXXX 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 resubdivision of Xxxxxx X. Xxxxxxx, Land Surveyor, dated March
28, 1989, approved by the St. Xxxxxxx Xxxxxx Council on April 21, 1989,
filed on April 25, 1989 in COB 404, folio 519, and in accordance with a plan of
survey of Krebs, LaSalle, XxXxxxx Consultants, Inc., Job No. 9701261, File No.
G-73-003-60, dated February 26, 1997 (the "Lot 7-A Survey"), Lot 7-A is more
particularly described as follows:
22
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
degrees 40'08"W, a chord length of 116.35 feet, to a reverse curve;
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 degrees 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 degrees 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 degrees 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 degrees 58'00"W a distance of 269.65 feet to the point of beginning
23
EXHIBIT B
---------
ALLOCATION OF PURCHASE PRICE
----------------------------
Property Address Allocated Price
-------- ------- ---------------
460 and 000 Xxxxx Xxxxxxxxxxxx, XX $7,825,672
Xxxxx Road
0000 Xxxxx Xxxxxxxxxxxx, XX $2,911,189
0000 Xxxxx Xxxxxxxxxxxx, XX $2,136,670
0000 Xxxxx Xxxxx Xxxxxxxxxxxx, XX $2,856,797
Road
0000 Xxxxx Xxxxx Xxxxxxxxxxxx, XX $4,692,679
Xxxx
Xxxxxxx Xxxxxx Xxx Xxxxxxx, XX $6,928,256
Cypress Point New Orleans, LA $2,207,659
Business Center
Riverbend St. Rose, LA $2,257,946
Xxxxxx/Xxxxxxx
Xxxxxx
Xxxxxxxxx Xxxxxxxxx Xx. Xxxx, XX $5,820,356
Xx. 0
Xxxxxxxxx Xxxxxxxxx Xx. Xxxx, XX $12,072,621
No. 1
TOTAL $49,709,845
-----------
24
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.
25
EXHIBIT "D"
PROFORMA POLICIES ISSUED BY
FIRST AMERICAN TITLE INSURANCE COMPANY
TO
EASTGROUP PROPERTIES, L.P.
PROPERTY POLICY NO. POLICY AMT.
----------------------------------------------------------------------------------------------------------
Florida
460 and 000 Xxxxx Xxxx FA-C-984 $ 8,023,000
1720 Xxxxx XX-C-978 $ 2,911,189
2000 Xxxxx XX-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. Xx. 00000 $ 6,928,256
Xxxxxxx Xxxxx X.X. Xx. 00000 $ 2,207,659
Riverbend Xxxxxx/Xxxxxxx Xxxxxx X.X. Xx. 00000 $ 2,257,946
Riverbend Xxxxxxxxx Xx. 0 X.X. Xx. 00000 $ 5,820,356
Riverbend Xxxxxxxxx Xx. 0 X.X. Xx. 00000 $12,072,621
