EXHIBIT 10.4
FIRST AMENDMENT TO
MASTER LEASE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (the "AGREEMENT")
is made as of February 7, 2002 by and among NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland corporation, NH TEXAS PROPERTIES LIMITED PARTNERSHIP, a Texas
limited partnership (collectively, "LANDLORD"), the entities listed, as
"Tenant" on Schedule 1 attached hereto (collectively, "TENANT"), and AMERICAN
RETIREMENT CORPORATION, a Tennessee corporation ("GUARANTOR"), with reference
to the following Recitals:
RECITALS:
A. Landlord and the Tenant entities listed as Nos. 1 through 7 on
Schedule 1 attached hereto have entered into that certain Master Lease and
Security Agreement dated as of July 31, 2001 (the "LEASE"), with respect to the
personal care or memory enhancement assisted living facilities described
therein. All initially-capitalized terms used herein shall have the same
meanings given to such terms in the Lease, unless otherwise defined herein.
B. Pursuant to that certain Guaranty of Lease and Letter of Credit
Agreement dated as of July 31, 2001 (the "GUARANTY") executed by Guarantor, as
guarantor, in favor of Landlord, Guarantor agreed to guarantee the obligations
of Tenant under the Lease.
C. The Tenant entities listed as Nos. 8 through 11 on Schedule 1
attached hereto have acquired, or are about to acquire, the leasehold interests
in four (4) additional Facilities owned by Landlord, which additional
Facilities are more particularly described in Item Nos. 8 through 11 on
Schedule 2 attached hereto (the "ADDITIONAL FACILITIES").
D. Pursuant to the terms of that certain Agreement to Amend Master
Lease and Termination of Leases of even date herewith by and among Landlord,
Tenant and Guarantor, the parties hereto have agreed to terminate the existing
leases relating to Additional Facilities and to modify the Lease to include the
Additional Facilities in accordance with the terms and conditions set forth
this Agreement.
NOW, THEREFORE, taking into account the foregoing Recitals, and in
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree to amend the Lease in the
following particulars only:
1. AMENDMENTS TO LEASE.
(A) Schedules 1, 2 and 3 of the Lease are hereby deleted in
their entirety and substituted with Schedules 1, 2 and 3 attached to this
Agreement.
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(B) Exhibit A and Exhibit C of the Lease are hereby deleted
in their entirety and substituted with Exhibit A and Exhibit C attached to this
Agreement.
(C) Section 2.1 of the Lease is hereby deleted in its
entirety and the following substituted therefor:
"2.1 INITIAL TERM MINIMUM RENT. During the Initial Term, Tenant
shall pay to Landlord Minimum Rent of Twelve Million Four Hundred
Eight Thousand Dollars ($12,408,000) annually. Such Minimum Rent with
respect to each month shall be paid by wire transfer in advance and in
equal monthly installments of One Million Thirty-Four Thousand Dollars
($1,034,000) on the first business day of each such calendar month."
(D) Section 2.2.3 of the Lease is hereby deleted in its
entirety and the following substituted therefor:
"2.2.3 Notwithstanding the foregoing, in no event shall the
Minimum Rent for the first Renewal Term exceed one hundred twenty-five
percent (125%) of the difference obtained by subtracting Three Hundred
Seventeen Thousand Dollars ($317,000) from the Total Rent (as such
term is defined in Section 2.5.1 below) payable during the last Lease
Year of the Initial Term, and in no event shall the Minimum Rent for
any Renewal Term other than the first Renewal Term exceed one hundred
twenty-five percent (125%) of the Total Rent in effect for the Lease
Year immediately preceding the first Lease Year of such Renewal Term.
Furthermore, in no event shall the Minimum Rent for the first Renewal
Term be less than one hundred percent (100%) of the difference
obtained by subtracting Three Hundred Seventeen Thousand Dollars
($317,000) from the Total Rent payable during the last Lease Year of
the Initial Term, and in no event shall the Minimum Rent for any
Renewal Term other than the first Renewal Term be less than one
hundred percent (100%) of the Total Rent payable during the last Lease
Year of the immediately preceding Renewal Term."
(E) Section 2.2.5 of the Lease is hereby deleted in its
entirety and the following substituted therefor:
"2.2.5 As used herein, "LANDLORD'S ADJUSTED INVESTMENt" in
the Premises shall mean shall mean Landlord's Original Investment (as
hereinafter defined in this Section 2.2.5) multiplied at the end of
each Lease Year by a percentage equal to one hundred percent (100%)
plus one-half (1/2) of the CPI Increase (as defined in Section 2.2.6
below) for such Lease Year. As used herein, "LANDLORD'S ORIGINAL
INVESTMENT" shall mean One Hundred Twenty-Five Million Eight Hundred
Twenty-Four Thousand Dollars ($125,824,000) as increased by (A) any
amount paid by Landlord pursuant to Section 5.7 and Section 5.9 below,
and as decreased by (B) any net award paid to Landlord pursuant to
Section 13.2 below, all as applicable."
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(F) Sections 2.5.1, 2.5.2 and 2.5.5 of the Lease are hereby
deleted in their entirety and the following substituted therefor:
"2.5.1 Except to the extent provided to the contrary in the
immediately succeeding sentence, for all purposes of calculating and
paying Minimum Rent and Additional Rent under this Lease, the total of
the Minimum Rent and Additional Rent ("TOTAL RENT") payable by Tenant
in any quarter of any Lease Year will not be less than the Total Rent
paid by Tenant for the immediately preceding quarterly period.
Notwithstanding the foregoing, Total Rent payable by Tenant with
respect to the first quarter of the first Lease Year of the first
Renewal Term will not be less than the difference obtained by
subtracting Seventy-Nine Thousand Two Hundred Fifty Dollars ($79,250)
from the Total Rent paid by Tenant for the immediately preceding
quarterly period.
2.5.2 Notwithstanding any of the other terms of this Section
2, but subject to Section 2.5.3 below, the Total Rent due during each
Lease Year shall not increase from one Lease Year to the next by an
amount in excess of (i) two and one-half percent (2.5%), multiplied by
(ii) the difference obtained by subtracting Three Hundred Seventeen
Thousand Dollars ($317,000) from the Total Rent due during the
immediately preceding Lease Year (the "ANNUAL RENT CAP"). For purposes
of applying the Annual Rent Cap to the quarterly installments of
Additional Rent due under Section 2.3.1, the Total Rent due during each
quarter of any Lease Year shall not increase by an amount in excess of
one-fourth (1/4) of the Annual Rent Cap for the then applicable Lease
Year.
2.5.5 For the purpose of comparing the Total Rent due during
each quarter of any Lease Year to the Total Rent due in the
immediately preceding quarterly period pursuant to this Section 2.5,
the increase in Minimum Rent by reason of any disbursement by Landlord
pursuant to Section 5.7 or Section 5.9 of this Lease shall be treated
as follows: (i) for the purpose of comparing the Total Rent in the
quarterly period in which such disbursement is made against the Total
Rent due in the immediately preceding quarter, such increase in
Minimum Rent shall be ignored, and (ii) for the purpose of comparing
the Total Rent in the quarterly period in which such disbursement is
made to the Total Rent due in the following quarter, such increase in
Minimum Rent shall be deemed effective on the first day of the
quarterly period in which the disbursement is made."
(G) The first sentence of Section 5.2.1 of the Lease is
hereby deleted in its entirety and the following substituted therefor:
"Tenant and each Facility shall comply in all material respects with
all federal, state and local licensing and other laws and regulations
applicable to the Personal Care Facilities (including, without
limitation and with respect to each Facility located in Colorado,
Colorado Revised Statute ss. 25-1-101 and the core regulations found
at 6 C.C.R. 1011-1, Chapter VII) as well as with the certification
requirements of Medicare and Medicaid (or any successor program)
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that are obtained by Tenant."
(H) The following is hereby added as Section 5.2.4 of the
Lease:
"5.2.4 It is acknowledged that while this Lease refers to the
Personal Care Facilities as "assisted living facilities", such use in
Colorado is referred to as a "personal care boarding home." Any
reference in this Lease to "assisted living facility" or "Personal
Care Facility" shall be deemed to refer to a "personal care boarding
home" within the meaning of the applicable Colorado statutes, rules
and regulations."
(I) The following is hereby added as Section 5.9 of the
Lease:
"5.9 CAPITAL IMPROVEMENTS TO TRINITY TOWERS. Tenant has
heretofore installed, at its own expense, various items of furniture,
fixtures and equipment (the "NEW FF&E") in the Trinity Towers Facility
(which is identified as Facility No. 3 on Schedule 2). Landlord has
agreed to reimburse (in a single funding) Tenant, at Tenant's option,
for a portion of the New FF&E, the amount of such reimbursement to
equal Five Hundred Thousand Dollars ($500,000), upon the following
terms and conditions:
5.9.1 Such amount shall be requested by Tenant on or
before December 31, 2003;
5.9.2 No Event of Default or event which, with the
giving of notice or the passage of time, or both, would
constitute an Event of Default hereunder shall have occurred
and be continuing at the time of any such request for
disbursement of such amount;
5.9.3 Effective as of the date of the advance of
funds by Landlord under this Section 5.9, the annual Minimum
Rent payable hereunder shall be increased by reason of such
capital improvements funded by Landlord as follows: The
amount of such funds so disbursed by Landlord on such date
multiplied by a rate equal to ten and one-half percent
(10.5%) per annum; the monthly Minimum Rent shall be equal to
1/12th of such annual amount as so increased, prorated,
however, for any partial year or month, as applicable. All
Minimum Rent, as so increased, shall continue to be due and
payable by Tenant on the first business day of each calendar
month;
5.9.4 Tenant's request for disbursement shall be
accompanied with (i) a schedule describing the New FF&E for
which Tenant is to be reimbursed; and (ii) a xxxx of sale in
form and substance satisfactory to Landlord pursuant to which
the New FF&E shown on the schedule shall be conveyed to
Landlord; and
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5.9.5 If Landlord or Tenant requests, Landlord and
Tenant shall, at Tenant's sole expense, execute an amendment
or amendments to this Lease reflecting the advances made by
Landlord and increase in Minimum Rent relating thereto.
Upon Tenant's delivery of the xxxx of sale described above,
the New FF&E conveyed to Landlord shall immediately become a
part of the Landlord Personal Property and shall belong to
Landlord subject to the terms and conditions of this Lease."
(J) The first two sentences of Section 11 of the Lease are
hereby deleted in their entirety and the following substituted therefor:
"Tenant shall post with Landlord cash or letters of credit in the face
amount of, or a combination of cash and such letters of credit, in the
aggregate amount of Three Million Nine Hundred Twenty-Six Thousand Two
Hundred Dollars ($3,926,200), representing a security deposit against
the faithful performance of the terms and conditions contained in this
Lease. If Landlord funds any additional improvements pursuant to
Section 5.7 or Section 5.9 of this Lease, draws upon such cash or
letters of credit pursuant to the terms hereof or if Minimum Rent is
increased pursuant to the terms hereof, Tenant shall, at the time of
such funding, drawing or increase, deposit with Landlord additional
cash or an additional letter of credit such that the total amount of
the security deposit, represented by cash and the undrawn amounts
available under letters of credit, held by Landlord shall at all times
be equal to thirty-one and 30/100 percent (31.30%) of the then due and
payable annual Minimum Rent."
2. REAFFIRMATION OF OBLIGATIONS.
(A) Notwithstanding the modifications to the Lease contained
herein, Tenant and Landlord each hereby acknowledges and reaffirms its
obligations under the Lease (as modified hereby) and all other
documents executed by such party in connection therewith.
(B) Notwithstanding the modifications to the Lease contained
herein, Guarantor hereby acknowledges and reaffirms its obligations
under the Guaranty and all documents executed by Guarantor in
connection therewith, and further agrees that any reference made in
the Guaranty to the Lease or any terms or conditions contained
therein, shall mean such Lease or such terms or conditions as modified
by this Agreement.
3. INTERPRETATION; GOVERNING LAW. This Agreement shall be
construed as a whole and in accordance with its fair meaning. Headings are for
convenience only and shall not be used in construing meaning. This Agreement
shall be governed by and construed in accordance with the internal laws of the
State of California without regard to rules concerning the choice of law.
4. FURTHER INSTRUMENTS. Each party will, whenever and as often
as it shall be reasonably requested so to do by another party, cause to be
executed, acknowledged or delivered,
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any and all such further instruments and documents as may be necessary or
proper, in the reasonable opinion of the requesting party, in order to carry
out the intent and purpose of this Agreement.
5. INCORPORATION OF RECITALS. The Recitals to this Agreement are
incorporated hereby by reference.
6. COUNTERPARTS. This Agreement may be executed in counterparts,
all of which executed counterparts shall together constitute a single document.
Signature pages may be detached from the counterparts and attached to a single
copy of this document to physically form one document.
7. ATTORNEYS' FEES. In the event of any dispute or litigation
concerning the enforcement, validity or interpretation of this Agreement, or
any part thereof, the losing party shall pay all costs, charges, fees and
expenses (including reasonable attorneys' fees) paid or incurred by the
prevailing party, regardless of whether any action or proceeding is initiated
relative to such dispute and regardless of whether any such litigation is
prosecuted to judgment.
8. EFFECT OF AMENDMENT. Except as specifically amended pursuant
to the terms of this Agreement, the terms and conditions of the Lease shall
remain unmodified and in full force and effect. In the event of any
inconsistencies between the terms of this Agreement and any terms of the Lease,
the terms of this Agreement shall govern and prevail.
9. ENTIRE AGREEMENT. This Agreement contains the entire
agreement between the parties relating to the subject matters contained herein.
Any oral representations or statements concerning the subject matters herein
shall be of no force or effect.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have executed this First Amendment to
Master Lease and Security Agreement as of the date first above written.
TENANT:
ARC PINEGATE, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARC PEARLAND, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
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ARC NAPLES, LLC,
a Tennessee limited liability company
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its managing member
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
TRINITY TOWERS LIMITED PARTNERSHIP, a
Tennessee limited partnership
By: ARC CORPUS CHRISTI, INC.,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARC LAKEWAY, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
8
ARC SPRING SHADOW, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARC AURORA, LLC,
a Tennessee limited liability company
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its sole member
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARC LAKEWOOD, LLC,
a Tennessee limited liability company
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its sole member
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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ARC SHADOWLAKE, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
ARC WILLOWBROOK, L.P.,
a Tennessee limited partnership
By: AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation,
its general partner
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
GUARANTOR:
AMERICAN RETIREMENT CORPORATION,
a Tennessee corporation
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
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LANDLORD:
NATIONWIDE HEALTH PROPERTIES, INC.,
a Maryland corporation
By:
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
NH TEXAS LIMITED PARTNERSHIP,
a Texas limited partnership
By: MLD TEXAS CORPORATION,
a Texas corporation
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
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SCHEDULE 1-1
LANDLORD AND TENANT ENTITIES
LANDLORD
1. NATIONWIDE HEALTH PROPERTIES, INC., a Maryland corporation
2. NH TEXAS PROPERTIES LIMITED PARTNERSHIP,
a Texas limited partnership
TENANT
1. ARC PINEGATE, L.P., a Tennessee limited partnership
2. ARC PEARLAND, L.P., a Tennessee limited partnership
3. AMERICAN RETIREMENT CORPORATION, a Tennessee corporation
4. ARC NAPLES, LLC, a Tennessee limited liability company
5. TRINITY TOWERS LIMITED PARTNERSHIP, a Tennessee limited partnership
6. ARC LAKEWAY, L.P., a Tennessee limited partnership
7. ARC SPRING SHADOW, L.P., a Tennessee limited partnership
8. ARC AURORA, LLC, a Tennessee limited liability company
9. ARC LAKEWOOD, LLC, a Tennessee limited liability company
10. ARC SHADOWLAKE, L.P., a Tennessee limited partnership
11. ARC WILLOWBROOK, L.P., a Tennessee limited partnership
Schedule 1-1
SCHEDULE 2
LOCATION OF FACILITIES AND FACILITY INFORMATION
------------------------------------------------------------------------------------------------------------------------------
FACILITY FACILITY LOCATION NO. OF BEDS/UNITS
------------------------------------------------------------------------------------------------------------------------------
1. Spring Shadow 0000 Xxxxxxxx Xxxxx 52 Personal Care Beds
Houston (Xxxxxx County), Texas 77080 15 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
2. Lakeway 0000 Xxxxxxx Xxxxxxxx Xxxx 66 Personal Care Beds
Lakeway (Xxxxxx County), Texas 78734 15 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
76 Nursing Facility Beds
000 Xxxxx Xxxxx Xxxxxxxx 84 Personal Care Facility Unit
3. Trinity Towers Corpus Christi (Nueces County), (Type A Large) Xxxx
Xxxxx 00000 196 Independent Living Facility Units
15 Dementia Care Units
------------------------------------------------------------------------------------------------------------------------------
100 Assisted Living Facility Beds
4. Naples 000 Xxxxxxxxx Xxxx Xxxxx (comprised of 76 Personal Care Beds and 00
Xxxxxx (Xxxxxxx Xxxxxx), Xxxxxxx 00000 Memory Enhancement Beds)
------------------------------------------------------------------------------------------------------------------------------
0000 Xxx Xxxxx Xxxxxxxxx
5. Bay Pines St. Petersburg (Pinellas County), 60 Assisted Living
(Carriage Inn) Florida 33708 Facility Beds
------------------------------------------------------------------------------------------------------------------------------
15 Independent Beds
6. Pearland 0000 Xxxxxxxxx Xxxxxxxxx 52 Personal Care Beds
Pearland (Xxxxxx County), Texas 77581 15 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
7. Pinegate 0000 Xxxxxxxx Xxxxx 80 Personal Care Beds
Houston (Xxxxxx County), Texas 77008 15 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
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FACILITY TYPE OF PERSONAL CARE FACILITY
-----------------------------------------------------------------------
1. Spring Shadow Personal Care and
Memory Enhancement Facilities
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2. Lakeway Personal Care and
Memory Enhancement Facilities
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Nursing
3. Trinity Towers Personal Care
Independent Living and
Dementia Care Facilities
-----------------------------------------------------------------------
Assisted Living Facility (including
4. Naples Personal Care and Memory Enhancement
Facilities)
-----------------------------------------------------------------------
5. Bay Pines Assisted Living Facility
(Carriage Inn)
-----------------------------------------------------------------------
Personal Care
6. Pearland Independent Living and
Memory Enhancement Facilities
-----------------------------------------------------------------------
7. Pinegate Personal Care and
Memory Enhancement Facilities
-----------------------------------------------------------------------
Schedule 2-1
8. Aurora 1820 South Potomac 80 Personal Care Beds
Aurora (Arapahoe County), Colorado 80012 17 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
9. Lakewood 0000 Xxxxx Xxxxxxxxx Xxxx 78 Personal Care Beds
Lakewood (Jefferson County), Colorado 80227 18 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
10. Shadowlake 0000 Xxxxxx Xxxxx 79 Personal Care Beds
Houston (Xxxxxx County), Texas 77072 17 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
11. Willowbrook 0000 Xxxxxxxxxxx Xxxx. 53 Personal Care Beds
Houston (Xxxxxx County), Texas 77070 16 Memory Enhancement Beds
------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------
8. Aurora Personal Care Boarding Home
-----------------------------------------------------------------------
9. Lakewood Personal Care Boarding Home
-----------------------------------------------------------------------
10. Shadowlake Personal Care and
Memory Enhancement Facilities
-----------------------------------------------------------------------
11. Willowbrook Personal Care and
Memory Enhancement Facilities
-----------------------------------------------------------------------
Schedule 2-2
SCHEDULE 3
LANDLORD PERSONAL PROPERTY
All of Landlord's right, title and interest in and to (a) all improvements
located upon the real property described on Exhibit A attached hereto, and (b)
all furniture, machinery, equipment, appliances, fixtures, supplies and other
personal property (tangible and intangible) located upon or within, or used in
connection with the such real property and/or the Facilities located thereon,
including, without limitation, all such personal property acquired in
connection with the development of the Facilities.
Schedule 3-1
EXHIBIT A
LEGAL DESCRIPTIONS OF THE FACILITIES
(Attached)
Exhibit A-1
LEGAL DESCRIPTION
SPRING SHADOW
0000 Xxxxxxxx Xxxxx
Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
DESCRIPTION OF A 5,000 ACRE TRACT OF LAND
SITUATED IN THE A.T. MILES SURVEY, A-556
CITY OF HOUSTON, XXXXXX COUNTY, TEXAS
BEING a 5,000 acre tract of land situated in the A.T. Miles Survey, Abstract
No. 556 City of Houston, Xxxxxx County, Texas and being part of an 8,000 acre
tract of land as described under Xxxxxx County Clerk's File (H. C. C. F.) No.
P514591 and same being out of Block 14 of the Spring Shadows, Section 6
subdivision as shown in Volume 155, Page 50, of the Xxxxxx County Map Records
and said 5,000 acres being more particularly described by metes and bounds as
follows:
BEGINNING at a found 1 1/2" galvanized iron pipe for a corner in the curved
south right-of-way line of Kempwood Drive (100' width), as recorded in Volume
7047, Page 187 of the Xxxxxx County Deed Records, and at the most northerly
northwest corner of the said Block 14, Section 6;
THENCE in a southeasterly direction 155.14 feet with the south right-of-way
line of said Kempwood Drive (100' width) and the northerly line of said Block
14, Section 6 and arc of a curve to the right having a radius of 1950.00 feet,
a central angle of 04(degree) 33' 30" and a chord which bears S 71(degree) 36'
47" E, 155.10 feet to a found 1 1/2" galvanized iron pipe at the point of a
reverse curve to the left;
THENCE in a southeasterly direction 232.40 feet with the south right-of-way
line of said Kempwood Drive (100' width) and the northerly line of said Block
14, Section 6 and the arc of a curve to the left having a radius of 2050.00
feet, a central angle of 06(degree) 29' 43" and a chord which bears S
72(degree) 34' 54" E, 232.27 feet to a set 5/8" iron rod in the arc of said
curve, for the northeast corner of the herein described tract;
THENCE S 01(degree) 33' 20" E, 517.64 feet to a set 5/8" iron rod in the south
line of said Block 14, Section 6 and in the north line of Xxx 00, Xxxxx 0 of
Spring Shadows Section 4, a subdivision recorded in Volume 141, Page 50 of the
Xxxxxx County Map Records;
THENCE S 88(degree) 26' 40" W, along the south line of said Block 14, Section 6
and the north line of said Block 6 of Spring Shadows, Section 4, at 264.51 feet
pass through the northwest corner of said Spring Shadows, Section 4 and the
northeast corner of Spring Shadows Section 2, recorded in Volume 128, Page 13
of the Xxxxxx County Map Records and continuing a total distance of 374.51 feet
to a set 5/8" iron rod in the east right-of-way line of Rosefield Drive (60'
width) as shown on the plat of Spring Shadows, Section 2 recorded in Volume
128, Page 13 of the Xxxxxx County Map Records and on the plat of Spring
Shadows, Section 6, a subdivision recorded in Volume 155, Page
Exhibit A-2
50, of the Xxxxxx County Map Records and at the southwest corner of said Block
14, Section 6. From said 5/8" iron rod a found 1 3/4" galvanized iron pipe
bears S 88 (degree) 26' 40" W, a distance of 0.49 feet;
THENCE N 01(degree) 33' 20" W, 638.91 feet along the east right-of-way line of
said Rosefield Drive (60' width) and the west line of said Block 14, Section 6
to a found 1 3/4" galvanized iron pipe at the southwesterly corner of a
right-of-way line cut-back;
THENCE N 50 (degree) 12' 00" E, 11.54 feet with the southeasterly line of said
cut-back to the POINT OF BEGINNING and containing 5,000 acres of land.
Exhibit A-3
LEGAL DESCRIPTION
LAKEWAY
0000 Xxxxxxx Xxxxxxxx Xxxx
Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
XXX 0, XX XXX XXXXXX XX XXXXXXX, X SUBDIVISION IN XXXXXX COUNTY, TEXAS,
ACCORDING TO THE MAP OR PLAT OF RECORD IN VOLUME 98, PAGES 297-299, OF THE PLAT
RECORDS OF XXXXXX COUNTY, TEXAS.
Exhibit A-4
LEGAL DESCRIPTION
TRINITY TOWERS
000 Xxxxx Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
Legal Description of Premises
TRACT I:
Field Notes for a 2.02 acre tract of land, comprising all of Lots 1 through 00,
Xxxxx 0, X.X. XXXX'X XXXXXXXX ADDITION, a map of which is recorded in Volume 1,
Page 56 of the Map Records of Nueces County, Texas, SAVE AND EXCEPT that
portion of Xxx 00, Xxxxx 0 conveyed to the City of Corpus Christi by Deed
recorded in Volume 263, Page 605 of the Deed Records of Nueces County, Texas,
and also comprising all of Block 6 of the BLUFF PORTION OF THE CENTRAL WHARF
AND WAREHOUSE COMPANY'S SUBDIVISION as shown by a map recorded in Volume A,
Page 15 of the Nueces County Map Records, and being a portion of the other land
lying North of said Xxxxx 0, XXXXXXX XXXXX AND WAREHOUSE SUBDIVISION and being
shown as Xxxxxx'x Alley on the map of said BROADWAY ADDITION; said 2.02 acre
tract being more particularly described by metes and bounds as follows:
BEGINNING at a 1" iron pipe found in concrete at the intersection of the
northerly Right-Of-Way line of present Xxxxxx'x Alley (formerly Telco Street,
formerly Xxxxxxx Street), and the westerly line of Carancahua Street for the
most southeasterly corner of Xxxxx 0, XXXXXXX XXXXX AND WAREHOUSE SUBDIVISION;
said 1" iron pipe also being the most southeasterly corner of this tract;
THENCE South 88 degrees 50 minutes 15 seconds West, along and with said
southerly line of Block 6, being the said northerly line of Xxxxxx'x Alley, a
distance of 250.16 feet to a 5/8" iron pipe found for the most southwesterly
corner of said Xxx 0, Xxxxx 0, same being a southwesterly exterior corner of
this tract;
THENCE North 00 degrees 42 minutes 29 seconds West, a distance of 43.82 feet to
drill hole set for a point in the southerly line of said Xxx 00, Xxxxx 0, X.X.
XXXX'X XXXXXXXX ADDITION; said drill hole also being an interior corner of this
tract;
THENCE South 59 degrees 42 minutes 29 seconds West, along and with the
southerly line of said Xxx 00, Xxxxx 0, X.X. XXXX'X XXXXXXXX ADDITION, a
distance of 13.28 feet to a 5/8" iron rod found for the most southeasterly
corner of said portion of Xxx 00, Xxxxx 0, conveyed to the City of Corpus
Christi and also being in the most easterly Right-Of-Way line of present
Tancahua Street for an exterior corner of this tract;
THENCE North 04 degrees 19 minutes 38 seconds West, along and with said
easterly line of Tancahua Street, a distance of 109.70 feet to a 5/8" iron rod
found for an angle point of this tract;
Exhibit A-5
THENCE North 02 degrees 51 minutes 52 seconds West, continuing along and with
said easterly line of Tancahua Street a distance of 30.06' to 5/8" iron rod
found for the most northwesterly corner of said Xxx 00, Xxxxx 0, XXXXXXXX
ADDITION, also being the most southwesterly corner of said Xxx 0, Xxxxx 0,
XXXXXXXX ADDITION, also being an angle point of this tract;
THENCE North 01 degrees 00 minutes 30 seconds East, continuing along and with
said easterly line of Tancahua Street, a distance of 107.29 feet to 5/8" iron
rod found at the intersection of said easterly line of Tancahua Street and the
southerly line of Blucher Street, (formerly Chatham Street) for the most
northwesterly corner of said Xxx 0, Xxxxx 0, Xxxxxxxx Addition, also being the
most northwesterly corner of this tract;
THENCE North 75 degrees 24 minutes 20 seconds East, along and with the
southerly line of said Blucher Street, also being the North line of Block 2,
W.E. XXXX'X BROADWAY ADDITION, a distance of 298.31 feet to a drill hole found
in concrete at the intersection of the said southerly line of Blucher Street
and the westerly line of said Carancahua Street for the most northeasterly
corner of this tract;
THENCE southerly, along and with the said westerly line of Carancahua Street,
the following courses;
South 01 degrees 00 minutes 30 seconds West, a distance of 107.29 feet to a
drill hole found in concrete for the southwesterly corner of Xxx 00, Xxxxx 0,
X.X. XXXX'X ADDITION for an angle point of this tract;
South 00 degrees 05 minutes 32 seconds West, a distance of 105.14 feet to a
drill hole found in concrete for an angle point of this tract;
South 86 degrees 47 minutes 35 seconds West, a distance of 7.98 feet to a drill
hole found in concrete for an angle point of this tract;
South 14 degrees 49 minutes 41 seconds West, a distance of 41.75 feet to a 1"
iron rod found for an angle point of this tract;
Thence South 01 degrees 08 minutes 51 seconds East, continuing along and with
said westerly line of Carancahua Street, a distance of 100.71 feet to the POINT
OF BEGINNING and containing 2.02 acres of land more or less.
TRACT II:
Description of 2.3638 acres of land out of Xxxx 0, 0, 0, 0, 0, 0, 0, 0, 0, 10,
11, 12, 13, 14, 15, Block 1, of W.E. XXXX'X BROADWAY ADDITION, Corpus Christi,
Nueces County, Texas, as shown by map recorded in Volume 1, Page 56 of the
Nueces County Map Records; a portion of the XXXXXXX XXXXXXX XXXXXX TRACT, as
shown in Volume 1, Page 56 of the Nueces County Map Records; and a portion of
Block 1, of the BLUFF PORTION OF THE CENTRAL WHARF AND WAREHOUSE COMPANY'S
SUBDIVISION, as shown by map or plat of record in Volume A, Page 15, of the
Nueces County Map Records; said 2.3638 acre tract being more particularly
described by metes and bound as follows:
Exhibit A-6
BEGINNING at a 5/8 inch iron rod found for the northwest corner of Xxx 0, Xxxxx
0, of the W.E. XXXX'X BROADWAY ADDITION, Corpus Christi, Nueces County, Texas,
as shown by map recorded in Volume 1, Page 56 of the Nueces County Map Records,
said point being the intersection of the east line of Carancahua Street
(variable width R.O.W.) and the south line of Blucher (formerly Chatham Street)
(60 foot R.O.W.);
THENCE N 75 degrees 36 minutes 04 seconds E, with the said south line of
Blucher Street, along the north line of Xxxx 0, 0, 0, 0, 0, 0 xxx 0 xxxx Xxxxx
1, a distance of 314.44 feet to a 5/8 inch iron rod found for the northeast
corner of said Xxx 0, Xxxxx 0 for the northeast corner of this tract;
THENCE S 01 degrees 46 minutes 04 seconds W, with the west line of Upper North
Broadway Street (variable width R.O.W.), a distance of 176.77 feet to a 5/8
inch iron rod found at the point of curvature of a circular curve to the right,
the west line of said Broadway Street being shown on Exhibit A of a deed from
Whole Life, Inc. to the City of Corpus Christi and recorded in Volume 1868,
Page 763, of the Nueces County Deed Records;
THENCE continuing along the west line of said Broadway Street and along the arc
of a circular curve to the right having a central angle of 32 degrees 00
minutes 00 seconds and a radius of 84.84 feet, a distance of 47.38 feet to a
5/8 inch iron rod found for the point of tangency;
THENCE S 33 degrees 46 minutes 04 seconds W, continuing along the west line of
said Broadway Street, a distance of 54.57 feet to a P.K. nail set in asphalt
for the point of curvature of a circular curve to the left;
THENCE continuing along the west line of said Broadway Street and along the arc
of a circular curve to the left with a central angle of 34 degrees 34 minutes
20 seconds and a radius of 51.50 feet, a distance of 31.08 feet to a 5/8 inch
iron rod set for the point of tangency;
THENCE S 00 degrees 48 minutes 16 seconds E, continuing along the west line of
said Broadway Street, a distance of 47.96 feet to a 5/8 inch iron rod found at
the intersection of the west line of said Broadway Street and the north line of
Xxxxxx'x Alley (variable width R.O.W.) as described in a deed recorded in
Volume 1570, Page 956 of the Nueces County Deed Records;
THENCE S 46 degrees 28 minutes 22 seconds W, along the north line of said
Xxxxxx'x Alley, a distance of 36.00 feet to a point for a corner from which a
5/8 inch iron rod found bears S 81 degrees 45 minutes 43 seconds E, a distance
of 0.37 feet, said point being the point of curvature of a circular curve to
the right;
THENCE continuing along the north line of said Xxxxxx'x Alley with the arc of a
circular curve to the right having a central angle of 42 degrees 43 minutes 22
seconds and a radius of 230.00 feet, a distance of 171.50 feet to a 5/8 inch
iron rod found for the point of tangency;
THENCE S 89 degrees 11 minutes 44 second W, continuing along the north line of
said Xxxxxx'x Alley, a distance of 10.54 feet to a 5/8 inch iron rod found for
a point of curvature of a circular curve to the right;
Exhibit A-7
THENCE continuing along the north line of said Xxxxxx'x Alley with the arc of a
circular curve to the right having a central angle of 92 degrees 00 minutes 30
seconds and a radius of 60.00 feet, a distance of 96.35 feet to a 5/8 inch iron
rod set in the east line of Carancahua Street.
THENCE N 01 degrees 12 minutes 14 seconds E, with the east line of Carancahua
Street, a distance of 292.67 feet to the POINT OF BEGINNING and containing
2.3638 acres of land, more or less.
Legal Description of Expansion Parcel
TRACT I:
Field Notes for a 2.02 acre tract of land, comprising all of Lots 1 through 00,
Xxxxx 0, X.X. XXXX'X XXXXXXXX ADDITION, a map of which is recorded in Volume 1,
Page 56 of the Map Records of Nueces County, Texas, SAVE AND EXCEPT that
portion of Xxx 00, Xxxxx 0 conveyed to the City of Corpus Christi by Deed
recorded in Volume 263, Page 605 of the Deed Records of Nueces County, Texas,
and also comprising all of Block 6 of the BLUFF PORTION OF THE CENTRAL WHARF
AND WAREHOUSE COMPANY'S SUBDIVISION as shown by a map recorded in Volume A,
Page 15 of the Nueces County Map Records, and being a portion of the other land
lying North of said Xxxxx 0, XXXXXXX XXXXX AND WAREHOUSE SUBDIVISION and being
shown as Xxxxxx'x Alley on the map of said BROADWAY ADDITION; said 2.02 acre
tract being more particularly described by metes and bounds as follows:
BEGINNING at a 1" iron pipe found in concrete at the intersection of the
northerly Right-Of-Way line of present Xxxxxx'x Alley (formerly Telco Street,
formerly Kenedy Street), and the westerly line of Carancahua Street for the
most southeasterly corner of Xxxxx 0, XXXXXXX XXXXX AND WAREHOUSE SUBDIVISION;
said 1" iron pipe also being the most southeasterly corner of this tract;
THENCE South 88 degrees 50 minutes 15 seconds West, along and with said
southerly line of Block 6, being the said northerly line of Xxxxxx'x Alley, a
distance of 250.16 feet to a 5/8" iron pipe found for the most southwesterly
corner of said Xxx 0, Xxxxx 0, same being a southwesterly exterior corner of
this tract;
THENCE North 00 degrees 42 minutes 29 seconds West, a distance of 43.82 feet to
drill hole set for a point in the southerly line of said Xxx 00, Xxxxx 0, X.X.
XXXX'X XXXXXXXX ADDITION; said drill hole also being an interior corner of this
tract;
THENCE South 59 degrees 42 minutes 29 seconds West, along and with the
southerly line of said Xxx 00, Xxxxx 0, X.X. XXXX'X XXXXXXXX ADDITION, a
distance of 13.28 feet to a 5/8" iron rod found for the most southeasterly
corner of said portion of Xxx 00, Xxxxx 0, conveyed to the City of Corpus
Christi and also being in the most easterly Right-Of-Way line of present
Tancahua Street for an exterior corner of this tract;
THENCE North 04 degrees 19 minutes 38 seconds West, along and with said
easterly line of Tancahua Street, a distance of 109.70 feet to a 5/8" iron rod
found for an angle point of this tract;
Exhibit A-8
THENCE North 02 degrees 51 minutes 52 seconds West, continuing along and with
said easterly line of Tancahua Street a distance of 30.06' to 5/8" iron rod
found for the most northwesterly corner of said Xxx 00, Xxxxx 0, XXXXXXXX
ADDITION, also being the most southwesterly corner of said Xxx 0, Xxxxx 0,
XXXXXXXX ADDITION, also being an angle point of this tract;
THENCE North 01 degrees 00 minutes 30 seconds East, continuing along and with
said easterly line of Tancahua Street, a distance of 107.29 feet to 5/8" iron
rod found at the intersection of said easterly line of Tancahua Street and the
southerly line of Blucher Street, (formerly Chatham Street) for the most
northwesterly corner of said Xxx 0, Xxxxx 0, Xxxxxxxx Addition, also being the
most northwesterly corner of this tract;
THENCE North 75 degrees 24 minutes 20 seconds East, along and with the
southerly line of said Blucher Street, also being the North line of Block 2,
W.E. XXXX'X BROADWAY ADDITION, a distance of 298.31 feet to a drill hole found
in concrete at the intersection of the said southerly line of Blucher Street
and the westerly line of said Carancahua Street for the most northeasterly
corner of this tract;
THENCE southerly, along and with the said westerly line of Carancahua Street,
the following courses;
South 01 degrees 00 minutes 30 seconds West, a distance of 107.29 feet to a
drill hole found in concrete for the southwesterly corner of Xxx 00, Xxxxx 0,
X.X. XXXX'X ADDITION for an angle point of this tract;
South 00 degrees 05 minutes 32 seconds West, a distance of 105.14 feet to a
drill hole found in concrete for an angle point of this tract;
South 86 degrees 47 minutes 35 seconds West, a distance of 7.98 feet to a drill
hole found in concrete for an angle point of this tract;
South 14 degrees 49 minutes 41 seconds West, a distance of 41.75 feet to a 1"
iron rod found for an angle point of this tract;
Thence South 01 degrees 08 minutes 51 seconds East, continuing along and with
said westerly line of Carancahua Street, a distance of 100.71 feet to the POINT
OF BEGINNING and containing 2.02 acres of land more or less.
Exhibit A-9
LEGAL DESCRIPTION
NAPLES
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxx (Xxxxxxx Xxxxxx), Xxxxxxx
XXX 0, XXXXXX XXXXXXXXXXXX XXXX, XXXXXXXXX TO THE PLAT THEREOF RECORDED IN PLAT
BOOK 23, PAGE 23, OF THE PUBLIC RECORDS OF XXXXXXX COUNTY, FLORIDA.
Exhibit A-10
LEGAL DESCRIPTION
BAY PINES
(CARRIAGE INN)
0000 Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxxxxxxx (Xxxxxxxx Xxxxxx), Xxxxxxx 00000
That certain real property located in Pinellas County, Florida, more
particularly described as follows:
A portion of the Xxxxxxxxx 0/0 xx Xxxxxxx 0, Xxxxxxxx 00 Xxxxx, Xxxxx 15 East,
Pinellas County, Florida, described as follows:
From the Southwest corner of the Xxxxxxxxx 0/0 xx xxxx Xxxxxxx 0 xxx Xxxxx
00 (Degree) 25'17" East, 991.93 feet along the South line of said Northwest 1/4;
thence North 00 (Degree) 19'21" East, 50.00 feet to the point of beginning. Said
point also falls in the North right-of-way line of U.S. Alternate 19; thence
continue North 00 (Degree) 19'21" East, 71.50 feet along the east easement line
of 98th Way North (a 60 foot ingress/egress easement); thence South
89 (Degree) 25'17" East, 20.00 feet; thence South 62 (Degree) 55'17" East, 61.63
feet; thence South 89 (Degree) 25'17" East, 84.16 feet; thence North
00 (Degree) 34'43" East, 5.01 feet; thence North 25 (Degree) 21'05" East, 71.59
feet; thence North 00 (Degree) 34'43" East, 181.88 feet; thence South
88 (Degree) 55'59" East, 185.83 feet; thence North 01 (Degree) 04'01" East,
135.01 feet; thence South 88 (Degree) 55'59" East, 233.09 feet; thence South
00 (Degree) 32'16" West, 427.32 feet to the North right-of-way of U.S. Alt. No.
19; thence North 89 (Degree) 25'17" West, 609.36 feet along said right-of-way
line to the point of beginning.
Containing 165,899.0997 square feet or 3.8085 acres more or less.
Pinellas County, Florida.
Exhibit A-11
LEGAL DESCRIPTION
PEARLAND
0000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
Being 4.602 acres (200,481 square feet) of land in the X.X.X. Xxxx Xxxxxx,
X-00, Xxxxxx Xxxxxx, Xxxxx and being out of a 38.360 acre tract of land
conveyed to Ayrshire Corporation by deed filed under Xxxxxx County Clerk's File
No(s). K436255 of the Official Public Records of Real Property of Xxxxxx
County, Texas, said 4.602 acres being more particularly described by metes and
bounds as follows:
BEGINNING at a point marked by a 5/8" iron rod, said point being the West
corner of Green Tee Terrace, Section 6 according to the plat thereof recorded
at Film Code No. 378073 of the Map Records of Xxxxxx County, Texas;
THENCE South 44 deg. 44 min. 59 sec. East, along the Southeast line of said
Green Tee Terrace, Section 6, a distance of 637.79 feet to a point for corner
marked by a 5/8" iron rod on the Southeast line of said 38.360 acre tract, same
being a Northwest line of a 376.5 acre tract as described in deed recorded in
Volume 3209, Page 106 of the Deed Records of Xxxxxx County, Texas, said point
being the South corner of said Green Tea Terrace, Section 6;
THENCE South 45 deg. 14 min. 48 sec. West, along the Southeast line of said
38.360 acre tract, same being a Northwest line of said 376.5 acre tract , a
distance of 341.58 feet to a point for corner marked by a 1-1/4 iron pipe, said
point being the South corner of said 38.360 acre tract, same being a re-entrant
corner for said 376.5 acre tract;
THENCE North 45 deg. 05 min. 43 sec. West, along the Southwest line of said
38.360 acre tract, same being a Northeast line of said 376.5 acre tract, a
distance of 539.47 feet to a point for corner marked by a 5/8" iron rod;
THENCE in a Northeasterly, direction with a curve to the left whose radius is
2379.18 feet, central angle is 8 deg. 38 min. 37 sec. and whose chord bears
North 29 deg. 19 min. 59 sec. East, a distance, measured along the arc of said
curve of 358.92 feet to the POINT OF BEGINNING and containing 4.602 acres
(200,481 square feet) of land.
Exhibit A-12
LEGAL DESCRIPTION
PINEGATE
0000 Xxxxxxxx Xxxxx
Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
All that certain 5.63 acres of land, being that same tract referred to as Tract
2, described in the Trustee's deed to Bangkok Bank Limited-Los Angeles Branch,
recorded under County Clerk's File No(s). M310840, of the Official Public
Records of Real Property of Xxxxxx County, Texas, being all of Unrestricted
Reserve "D" and part of Unrestricted Reserve "C", Citadel, Section 4, according
the plat thereof recorded in Volume 297, Page 15 of the Map Records of Xxxxxx
County, Texas, out of the Xxxxx Xxxxxxxxx Survey, A-644, Xxxxxx County, Texas,
and being more particularly described by metes and bounds as follows: (All
bearings based on the record bearings of the aforesaid plat)
BEGINNING at a 5/8" iron rod found for the west corner of the southwest
right-of-way cutback line at the intersection of Pinegate Drive (60 foot
R.O.W.) and Xxxxxxx Drive (60 foot R.O.W.);
THENCE South 53 deg. 00 min. 11 sec. East - 12.92 feet along said right-of-way
cutback line to a capped 5/8" iron rod set for the most easterly northeast
corner of the herein described tract in the west right-of-way line of said
Xxxxxxx Drive;
THENCE South 03 deg. 13 min. 37 sec. East - 338.68 feet along said right-of-way
line to a capped 5/8" iron rod set for the Point of Curvature of a curve to the
right having a central angle of 84 deg. 49 min. 30 sec. and a radius of 225.00
feet;
THENCE along said curve to the right and continuing along said west
right-of-way line, in a southwest direction, an arc distance of 333.11 feet to
a capped 5/8" iron rod set for the Point of Tangency;
THENCE South 81 deg. 35 min. 53 sec. West - 50.00 feet to a 5/8" iron rod found
for the Point of Curvature of a curve to the left having a central angle of 17
deg. 16 min. 19 sec. and a radius of 330.00 feet;
THENCE along said curve to the left and continuing along said west right-of-way
line, in a southwest direction, an arc distance of 99.48 feet to a capped 5/8"
iron rod set for the south corner of the herein described tract, common to the
east corner of the 2.6841 acre tract of land described in the deed from
Houston/Chicago Jupiter Realty Partners to FRM West Loop Associates No. 6,
Ltd., recorded under County Clerk's File No(s). P573658, of the Official Public
Records of Real Property of Xxxxxx County, Texas;
THENCE North 25 deg. 45 min. 06 sec. West - 41.42 feet along the northeast line
of said 2.6841 acre tract to a 5/8" iron rod found for an angle corner;
THENCE North 49 deg. 25 min. 59 sec. West - 124.67 feet continuing along said
northeast line to a 5/8" iron rod found for an angle corner;
Exhibit A-13
THENCE North 64 deg. 22 min. 31 sec. West - 84.31 feet continuing along said
northeast line to a 5/8" iron rod found for an angle corner;
THENCE South 85 deg. 37 min. 29 sec. West - 118.64 feet continuing along said
northeast line to a capped 5/8" iron rod set for an angle corner;
THENCE North 04 deg. 22 min. 31 sec. West - 122.05 feet continuing along said
northeast line of a capped 5/8" iron rod set for a point on a curve to the
right, in the southeast right-of-way line of the aforesaid Pinegate Drive,
having a central angle of 24 deg. 01 min. 17 sec., and a radius of 355.16 feet,
and from which point the center of the circle of said curve bears South 51 deg.
44 min. 54 sec. East;
THENCE along said curve to the right and along said southeast right-of-way
line, in a northeast direction, an arc distance of 148.90 feet to a 5/8" iron
rod found for the Point of Tangency;
THENCE North 62 deg. 16 min. 23 sec. East - 482.95 feet continuing along said
southeast right-of-way line to a 5/8" iron rod found for the Point of Curvature
of a curve to the right having a central angle of 14 deg. 08 min. 25 sec., and
a radius of 355.00 feet;
THENCE along said curve to the right and continuing along said southeast
right-of-way line, in a northeast direction, an arc distance of 87.61 feet to
the POINT OF BEGINNING and containing 5.63 acres of land.
Exhibit A-14
LEGAL DESCRIPTION
AURORA
0000 Xxxxx Xxxxxxx
Xxxxxx (Xxxxxxxx Xxxxxx), Xxxxxxxx 00000
A parcel of land located in the XX 0/0 xx Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx
67 West of the 6th P.M., County of Arapahoe, State of Colorado, more
particularly described as follows:
Commencing at the Southeast corner of said Section 24;
Thence S 89(Degree) 24' 42" W along the South line said SE 1/4 a distance of
270.00 feet to a point which is on the Westerly right-of-way line of Xxxxxxxxxx
Xxxxxxx Xx. 000;
Thence N 00(Degree) 31' 42" W along said Westerly right-of-way line a distance
of 100.00 feet, to the True Point of Beginning;
Thence S 84(Degree) 08' 18" W a distance of 573.76 feet to a point of curvature;
Thence along the arc of a curve to the right, central angle of 95(Degree) 20'
00", radius of 40.00 feet an arc length of 66.55 feet to a point of tangency,
and which point lies on the East right-of-way line of South Potomac Street, the
chord of said arc bears N 48(Degree) 11' 42" W a distance of 59.14 feet;
Thence N 00(Degree) 31' 42" W along said East right-of-way line a distance of
392.86 feet;
Thence N 89(Degree) 24' 42" E, parallel with the South line of said SE 1/4 of
Section 24 a distance of 512.17 feet to a point;
Thence S 3(Degree) 45' 10" E a distance of 95.91 feet to a point;
Thence S 31(Degree) 10' 11" E a distance of 110.57 feet to a point;
Thence S 62(Degree) 27' 18" E a distance of 46.56 feet to a point on said West
right-of-way line of Xxxxxxxxxx Xxxxxxx Xx. 000;
Thence S 00(Degree) 31' 42" E along said Westerly right-of-way line a distance
of 167.09 feet, more or less, to the True point of Beginning.
Exhibit A-15
LEGAL DESCRIPTION
LAKEWOOD
0000 Xxxxx Xxxxxxxxx Xxxx
Xxxxxxxx (Xxxxxxxxx Xxxxxx), Xxxxxxxx 00000
XXX 0, XXXXX 0,
XXXXXXX XXXX SUBDIVISION,
FILING XX. 0
XXXXXX XX XXXXXXXXX, XXXXX XX XXXXXXXX.
Exhibit A-16
LEGAL DESCRIPTION
SHADOWLAKE
0000 Xxxxxx Xxxxx
Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
A 5.3215 acre tract of land, more or less, out of the Xxxxxxx Xxxxxx Survey
Abstract No. 24, in Xxxxxx County, Texas, and being more particularly described
by metes and bounds as follows:
Description of a 5.3215 acre tract of land (231,804 square feet) being part of
a called 457.8748 acre tract of described under Xxxxxx County Clerks' File
No(s). N297727, situated in the Xxxxxxx Xxxxxx Survey Abstract No. 24, Xxxxxx
County, Texas, said 5.3215 acre tract of land being more particularly described
by metes and bounds as follows with bearings being referenced to the street
dedication plat of Shadowbriar and Oxford Park Drive as recorded under Film
Code No(s) 361107 of the Xxxxxx County Map Records;
COMMENCING at a 5/8" iron rod found in the south right-of-way line of
Westheimer Road (F.M. 1093, 120 feet wide) and at the northwest corner of
Unrestricted Reserve "B" of Westheimer Plaza as recorded in Volume 307, Page
147 of the Xxxxxx County Map Records, same being the Northeast corner of said
457.8748 acre tract and the herein described tract;
THENCE South 02 deg. 27 min. 22 sec. East, departing said south right-of-way
line of Westheimer Road and along the common west line of said Unrestricted
Reserve "B" Westheimer Plaza and the East line of said 457.8748 acre tract, a
distance of 250.00 feet to an 5/8" iron rod set at the northeast corner and
POINT OF BEGINNING of the herein described tract;
THENCE South 02 deg. 27 min. 22 sec. East, continuing along said common line, a
distance of 613.23 feet to a 5/8" iron rod found at the southwest corner of
said Unrestricted Reserve "B" tract and the southeast corner of the herein
described tract and in the north right-of-way line of Oxford Park Drive (60
feet wide);
THENCE South 87 deg. 32 min. 38 sec. West, departing said common line and along
the north right-of-way line of said Oxford Park Drive, a distance of 28.75 feet
to a 5/8" iron rod set for the beginning of a curve to the right;
THENCE Northwesterly, continuing along said north right-of-way line and the arc
of said curve to the right having a radius of 720.00 feet, a central angle of
19 deg. 51 min. 52 sec., a chord bearing North 82 deg. 31 min. 26 sec. West,
248.38 feet, a total arc distance of 249.62 feet to a 5/8" iron rod set at a
point of tangency;
THENCE North 72 deg. 35 min. 30 sec. West, continuing along said North
right-of-way line a distance of 140.63 feet to a 5/8" iron rod set for the
beginning of a curve to the right;
Exhibit A-17
THENCE Northwesterly, departing said north right-of-way line and along the arc
of said curve to the right having a radius of 25.00 feet, a central angle of 86
deg. 04 min. 57 sec., a chord bearing North 29 deg. 33 min. 02 sec. West, 34.13
feet, a total arc distance of 37.56 feet to a 5/8" iron rod set at a point of
reverse curve to the left and in the easterly right-of-way line of Shadowbriar
Drive (60 feet wide at this point), said point being the most westerly
southwest corner of the herein described tract;
THENCE Northeasterly, along said Easterly right-of-way line of said Shadowbriar
Drive and the arc of said curve to the left having a radius of 780.00 feet, a
central angle of 16 deg. 08 min. 50 sec., a chord bearing North 05 deg. 25 min.
03 sec. East, 219.10 feet, a total arc distance of 219.82 feet to a 5/8" iron
rod set at a point of tangency;
THENCE North 02 deg. 39 min. 24 sec. West, continuing along said easterly
right-of-way line, a distance of 240.07 feet to a 5/8" iron rod set for the
beginning of a curve to the right;
THENCE Northwesterly, continuing along said Easterly right-of-way line of said
Shadowbriar Drive and the arc of said curve to the right having a radius of
429.36 feet, a central angle of 04 deg. 33 min. 25 sec., a chord bearing North
00 deg. 23 min. 01 sec. West, 34.14 feet, a total arc distance of 34.14 feet to
a 5/8" iron rod set for the Northwest corner of the herein described tract;
THENCE North 87 deg. 23 min. 44 sec. East, departing said easterly right-of-way
line, a distance of 390.80 feet to the POINT OF BEGINNING and containing 5.3215
acres of land. This description is based on a ground survey and plat prepared
by Xxxxx X. Xxxxxxx, Registered Professional Land Surveyor dated September 4,
1996.
Exhibit A-18
LEGAL DESCRIPTION
WILLOWBROOK
0000 Xxxxxxxxxxx Xxxx.
Xxxxxxx (Xxxxxx Xxxxxx), Xxxxx 00000
Being a 5.000 acre tract of land situated in the Xxxxxxx xx Xxxxxx Survey,
Abstract No. 950 and the Xxxxxx X. Childress Survey, Abstract No. 217, Xxxxxx
County, Texas and being part of an 8.368 acre tract of land as described under
Xxxxxx County Clerk's File (H.C.C.F.) No. R901214 and being more particularly
described by metes and bounds as follows:
BEGINNING at a found 1" galvanized iron pipe in the north right-of-way line
terminus point of Willowchase Boulevard (R.O.W. Varies), as recorded in 325,
Page 101, Xxxxxx County Map Records Volume and the west right-of-way line of
the Fort Worth & Denver Railroad and Chicago Rock Island & Pacific Railroad
(100' width), for a corner of the herein described tract;
Thence with the north right-of-way line of Willowchase Boulevard (R.O.W.
Varies) and the south line of said 8.368 acre tract of land the following
courses and distances:
S 55(Degree) 36' 24" W a distance of 53.41 feet to a found 1" galvanized iron
pipe for a point of curvature in a curve to the left;
Southwesterly 208.43 feet along the arc of said curve to the left having a
radius of 1030.00 feet, a central angle of 11(Degree) 35' 39" and a chord which
bears S 49(Degree) 48' 35" W, a distance of 208.07 feet to a found 5/8" iron
rod;
S 44(Degree) 00' 45" W, a distance of 77.71 feet to a found 5/8" iron rod for a
point of curvature in a curve to the right;
Southwesterly 146.05 feet along the arc of the curve to the right having a
radius of 950.00 feet, a central angle of 08(Degree) 48' 31" and a chord which
bears S 48(Degree) 25' 01" W, a distance of 145.91 feet to a 5/8" iron rod set
for a southwesterly corner of the herein described tract. Said point bears N
59(Degree) 00' 45" E, a distance of 186.78 feet and northeasterly 102.66 feet
along the arc of a curve to the left from a found "X" in concrete.
Thence N 30(Degree) 59' 15" W, a distance of 494.46 feet to a 5/8" iron rod set
in the north line of the 8.368 acre tract and in the south line of a 15.1261
acre tract of land described as "Parcel K" and recorded under Xxxxxx County
Clerk's File No. R901214.
Thence N 59(Degree) 00' 45" E, a distance of 496.70 feet with the north line of
said 8.368 acre tract and the south line of said 15.1261 acre tract of land, to
a found 1" galvanized iron pipe in the west right-of-way line of the said Fort
Worth & Denver Railroad and Chicago Rock Island & Pacific Railroad (100'
R.O.W.) and at the southeast corner of the said 15.1261 acre tract;
Exhibit A-19
Thence S 27(Degree) 59' 32" E, a distance of 411.63 feet along the west
right-of-way line of said Railroad and the east line of said 8.368 acre tract
of land to the POINT OF BEGINNING and containing 5.000 acres of land.
Exhibit A-20
EXHIBIT C
PERMITTED EXCEPTIONS
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FACILITY PERMITTED EXCEPTIONS
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1. Spring Shadow 1. The standard printed exceptions, conditions and exclusions from coverage contained in
the standard coverage owner's title policy then prevailing in use at the title company
which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exceptions 1, 2 (modified to read "Any shortages in area."), 3-6, 11, 12, 14 (with
reference to "east" deleted) and 15-19, and any exceptions created pursuant to the grant
deed from Metro National Corporation to American Retirement Corporation, a Tennessee
corporation, on Schedule B of the Title Commitment issued by Commonwealth Land Title
Insurance Company dated June 16, 1997 under Order Number 9701254885.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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2. Lakeway
1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. Exception Nos. 1 through 4, 5 (modified to add the phrase ", none
of which are due or payable" after the words "usage or ownership"), 6, 10 through
16, and 18 on Schedule B of the title commitment issued by Lawyers Title Insurance
Corporation dated June 4, 1998 under Case Number 98 CO 186651-T.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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3. Trinity Towers 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 1, 2 (modified to state "Any discrepancies in area."), 3, 4, 5
(with the year "1996" replaced by "1997"), 9 through 11, 12, 14, 16 through 25 on
the preliminary title report issued by Fidelity National Title Insurance Company
dated November 11, 1996 under Order Number 96-001054.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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4. Naples 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 3, 4 and 7-16 on Schedule B, Section 2 of the title commitment
issued by Lawyers Title Insurance Corporation dated June 10, 1998 under Case
Number 9804209, Customer Number LOS 23690.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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Exhibit C-1
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FACILITY PERMITTED EXCEPTIONS
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5. Bay Pines 1. The standard printed exceptions, conditions and exclusions from coverage contained
(Carriage Inn) in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Any matters shown as title exceptions in that certain ALTA Owner's Policy of Title
Insurance (Form B-1970, Rev. 10-17-70 and 10-17-84) issued by Chicago Title
Insurance Company in favor of Landlord in connection with Landlord's acquisition
of the Premises.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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6. Pearland 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 1, 2 (modified to read "Any shortages in area."), 3, 4, 5 (modified
to read "Standby fees, taxes and assessments by any taxing authority for the year
1997, . . . , none of which are due and payable."), 9a, 9b and 9d on Schedule B of
the Title Commitment issued by Fidelity National Title Insurance Company dated May
2, 1997 under Order Number 97900375.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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7. Pinegate 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 1, 2 (modified to read "1997" and "Any shortages in area."), 3, 4,
5 (modified to read "Standby fees, taxes and assessments by any taxing authority
for the year 1997, . . . , none of which are due and payable."), 9a, 9b, 9c, 9d
(modified to reference a 13-foot rather than a 15-foot easement) and 9e (modified
to delete the following phrase: ", the royalties, bonuses, rentals and all other
rights in connection with same are excepted herefrom") on Schedule B of the Title
Commitment issued by Fidelity National Title Insurance Company dated May 2, 1997
under Order Number 97900376.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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8. Aurora 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 7 through 14 on Schedule B of the Proforma Policy of Title
Insurance issued by Lawyers Title Insurance Corporation dated April 10, 1998 under
Case ID: LC48138.
4. Such other matters burdening the Premises which were created with the consent or
knowledge of Tenant or arising out of Tenant's acts or omissions.
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Exhibit C-2
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FACILITY PERMITTED EXCEPTIONS
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9. Lakewood 1. The standard printed exceptions, conditions and exclusions from coverage contained
in the standard coverage owner's title policy then prevailing in use at the title
company which consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 6 through 14 on Schedule B-2 of the Title Commitment issued by lawyers Title
Insurance Corporation dated June 17, 1998 under Commitment No: LC48140.
4. Such other matters burdening the Premises which were created with the consent or knowledge
of Tenant or arising out of Tenant's acts or omissions.
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10. Shadowlake 1. The standard printed exceptions, conditions and exclusions from coverage contained in the
standard coverage owner's title policy then prevailing in use at the title company which
consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exception Nos. 1 (modified to read "Clerk's File No. R232312, as amended and restated in its
entirety under R301643), 2 (modified to read "1997" and "Any shortages in area."), 3, 4, 5
(modified to read "Standby fees, taxes and assessments by any taxing authority for the year
1997, . . . , none of which are due and payable."), 9a (modified to read "A Xxxxxx County
Flood Control District easement, as described in Volume 576, Page 178 of the Deed Records of
Xxxxxx County, Texas, as amended by that certain Agreement and the plat recorded under Xxxxxx
County Clerk's File No(s). S140288."), 9c, 9d, 9e and 9h (modified to read "...Clerk's File
No. R232312, as amended and restated under Clerk's File No. 301643." and "...all valid first
liens..."), on Schedule B of the Title Commitment issued by Fidelity National Title Insurance
Company dated May 12, 1997 under Order Number 97900410.
4. Such other matters burdening the Premises which were created with the consent or knowledge
of Tenant or arising out of Tenant's acts or omissions.
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11. Willowbrook 1. The standard printed exceptions, conditions and exclusions from coverage contained in the
standard coverage owner's title policy then prevailing in use at the title company which
consummates the sale transaction.
2. Any matters which an accurate survey of the Premises may show.
3. Exceptions 1, 2 (modified to read "Any shortages in area."), 3-6, and 11-24, and any
exceptions created pursuant to the grant deed from Metro National Corporation to American
Retirement Corporation, a Tennessee corporation, on Schedule B of the Title Commitment
issued by Commonwealth Land Title Insurance Company dated June 17, 1997 under Order
Number 9701254889.
4. Such other matters burdening the Premises which were created with the consent or knowledge
of Tenant or arising out of Tenant's acts or omissions.
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