Exhibit 10(a)
Loan No. C-331971
C-332344
MASTER LOAN AGREEMENT
THIS MASTER LOAN AGREEMENT, made as of the 6th day of December, 2001,
between XXXXX EQUITY, INC., a Florida corporation, 000 Xxxxx Xxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000, herein called "Borrower" or "Mortgagor," and THE
NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation, 000 Xxxx
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, herein called "Lender" or "Mortgagee."
WITNESSETH
WHEREAS, Lender has loaned to Borrower under four separate promissory
notes, the aggregate sum of $235,000,000.00 (the "Loan"), evidenced by (i) the
Tranche A Promissory Note dated as of December 16, 1996 executed by Mortgagor
for the principal sum of ONE HUNDRED MILLION FIVE HUNDRED THOUSAND DOLLARS, with
final maturity no later than January 2, 2007 and with interest as therein
expressed and amended September 30, 1997, May 1, 1998, and which is being
amended concurrently herewith; (ii) the Tranche B Promissory Note dated as of
December 16, 1996 executed by Mortgagor for the principal sum of EIGHTY-NINE
MILLION FIVE HUNDRED THOUSAND DOLLARS, with final maturity no later than January
2, 2009 and with interest as therein expressed, which was amended August 11,
2000 and which is being amended concurrently herewith; (iii) the Tranche C
Promissory Note dated as of September 2, 1999 executed by Mortgagor for the
principal sum of FOURTEEN MILLION SEVEN HUNDRED THOUSAND DOLLARS, with final
maturity no later than January 1, 2007 and with interest as therein expressed
and which is being amended concurrently herewith; and (iv) the Tranche D
Promissory Note dated as of September 2, 1999 executed by Mortgagor for the
principal sum of THIRTY MILLION THREE HUNDRED THOUSAND DOLLARS, with final
maturity no later than January 1, 2009 and with interest as therein expressed
and which is being amended concurrently herewith (the Tranche A Promissory Note,
the Tranche B Promissory Note, the Tranche C Promissory Note, and the Tranche D
Promissory Note, as such instruments may be amended, restated, renewed and
extended, are hereinafter collectively referred to as the "Notes");
WHEREAS, The Notes are secured by office buildings and unimproved sites
located in various counties and states, evidenced by lien instruments of record
as follows:
1
(i) Master Lien Instrument Mortgage and Security Agreement dated
December 19, 1996 securing the Notes; counterparts of which have
been recorded in (a) Official Records Book 8507, page 1224 of the
public records of Xxxxx County, Florida; (b) Official Records
Book 1969, page 356 of the public records of Xxxx County,
Florida; (c) Official Records Book 5173, page 333 of the public
records of Orange County, Florida; (d) Official Records Book
9559, page 1088 of the public records of Pinellas County,
Florida; (e) as Instrument Number GG7415 in the public records of
Shelby County, Tennessee and that certain Deed of Trust and
Security Agreement dated August 18, 1997 recorded as Instrument
Number GV2951 in the public records of Shelby County, Tennessee;
(f) Greenville County, South Carolina; (g) El Paso County, Texas;
(h) Bexar County, Texas; and (i) Xxxxxx County, Texas; and
(ii) Master Lien Instrument Mortgage and Security Agreement dated
September 2, 1999 securing the Notes, counterparts of which have
been recorded (a) in Official Records Book 9409, page 1320 of the
public records of Xxxxx County, Florida; (b) in Official Records
Book R2295, page 932 of the public records of Xxxx County,
Florida; (c) in Official Records Book 5838, page 71 of the public
records of Orange County, Florida; (d) in Official Records book
10670, page 1 of the public records of Pinellas County, Florida;
(e) as Instrument Number JS4479 in the public records of Shelby
County, Tennessee; (f) in the public records of Greenville
County, South Carolina; (g) El Paso County, Texas; and (h) Xxxxxx
County, Texas; and
(iii) IDB Deed of Trust and Security Agreement dated September 2, 1999
executed by The Industrial Development Board of the City of
Memphis and County of Shelby and Xxxxx Equity, Inc., securing the
Notes, recorded as Instrument Number JS4481 in the public records
of Shelby County, Tennessee, and Leasehold Deed of Trust and
Security Agreement dated September 2, 1999 executed by Xxxxx
Equity, Inc., securing the Notes, recorded as Instrument Number
JS 4480 in the public records of Shelby County, Tennessee.
The foregoing instruments in (i) and (ii) above, as they may have been amended
prior to the date hereof, are collectively referred to as the "Existing Lien
Instruments." The foregoing instruments in (iii) above, as they may have been
amended prior to the date hereof, are collectively referred to as the "IDB Lien
Instruments";
2
WHEREAS, the Loan Documents (as defined in the Lien Instruments (as
defined below)) provide for release and substitution of security; and, at the
request of Mortgagor, Mortgagee has previously released certain security and has
agreed to release additional security and to accept certain other properties
(individually and collectively, the "New Security") in substitution therefor
(the "Transaction"). Specifically, on August 11, 2000 Lender released its
mortgage lien on Projects in El Paso, El Paso County, Texas, referred to
collectively and shown on Schedule 1 hereto as "El Paso Park." Furthermore,
Lender has agreed to release the Properties shown on Schedule 1 hereto as Austin
Office Park, Greenville Xxxxx Office Park, Greenville Xxxxx-Xxxxxx Office Park,
and San Xxxxxxx Xxxx Office Park. Lender has agreed to accept in substitution
for all the aforedescribed released properties a total of 13 Projects described
on Schedule 2 hereto which comprise the New Security for the Transaction;
WHEREAS, concurrently with closing the releases and substitutions,
Mortgagor and Mortgagee have agreed (1) to create this Master Loan Agreement
containing terms and conditions governing future releases and substitutions,
which will facilitate Mortgagor's ability to release and substitute property and
will comprehensively identify the property which is the collateral for the
Notes, (2) in the case of New Security located in counties not covered by the
Existing Lien Instruments, Mortgagor will grant Mortgagee first liens on the New
Security by execution, delivery and recordation of new lien instruments ("New
Lien Instruments"), (3) in the case of New Security located in the same counties
as some of the existing security, Mortgagor will grant Mortgagee first liens on
the New Security by spreading the liens and effects of the applicable Existing
Lien Instruments to the New Security and (4) to consolidate the Existing Lien
Instruments in each applicable county and amend and restate them as described
below, to amend and restate the IDB Lien Instruments as described below and
amend certain of the other Loan Documents to incorporate the aforedescribed
changes, as necessary;
WHEREAS, the Existing Lien Instruments and IDB Lien Instruments are
being consolidated, restated, amended and/or spread by the following, each dated
of even date herewith:
(i) Consolidation, Amendment and Restatement of Mortgage and Security
Agreement and Spreader Agreement to be recorded in Pinellas County, Florida;
(ii) Consolidation, Amendment and Restatement of Mortgage and Security
Agreement and Spreader Agreement to be recorded in Xxxxx County, Florida;
(iii) Consolidation, Amendment and Restatement of Mortgage and Security
Agreement and Spreader Agreement to be recorded in Orange County, Florida;
3
(iv) Consolidation, Amendment and Restatement of Mortgage and Security
Agreement to be recorded in Xxxx County, Florida;
(v) Consolidation, Amendment and Restatement of Deed of Trust and Security
Agreement to be recorded in Shelby County, Tennessee;
(vi) Amendment and Restatement of IDB Deed of Trust and Security Agreement
to be recorded in Shelby County, Tennessee;
(vii) Amendment and Restatement of Leasehold Deed of Trust and Security
Agreement to be recorded in Shelby County, Tennessee.
WHEREAS, Borrower is also executing and delivering to Lender the
following New Lien Instruments, each dated of even date herewith:
(i) Deed to Secure Debt and Security Agreement to be recorded in DeKalb
County, Georgia;
(ii) Deed to Secure Debt and Security Agreement to be recorded in Gwinnett
County, Georgia; and
(iii) Mortgage and Security Agreement to be recorded in Seminole County,
Florida.
The Existing Lien Instruments, IDB Lien Instruments and New Lien Instruments, as
they are concurrently being, and as they may be further, consolidated, amended,
modified, spread, extended or restated from time to time, are each referred to
as a "Lien Instrument" and collectively as the "Lien Instruments."
NOW THEREFORE, in consideration of the above and for other good and
valuable consideration, Borrower and Lender hereby agree as follows:
1. General Definitions.
-------------------
"Project" means each of the buildings or unimproved sites constituting a portion
of the security for the Notes pursuant to one of the Lien Instruments, as
generally described on Schedule 3 attached hereto (Schedule 3 may be amended
from time to time to reflect subsequent releases and substitutions of security).
"Pool" means any one of the pools of Projects (A, B, C or D) shown on Schedule 3
attached hereto, as said Schedule may be amended from time to time.
4
"Pool A Projects," "Pool B Projects," "Pool C Projects," and "Pool D Projects"
means the applicable group of Projects so classified on Schedule 3 attached
hereto, as said Schedule may be amended from time to time.
"Properties" means all of the Projects.
"Valuation" means the amount mutually agreed to by Mortgagor and Mortgagee or,
if such parties do not so mutually agree, upon the following appraisal procedure
which shall be initiated by Mortgagor by giving written notice to Mortgagee
which shall include its designation of an appraiser (the "First Appraiser").
Within twenty (20) days after the service of the notice designating the First
Appraiser, Mortgagee shall give written notice to Mortgagor designating the
second appraiser (the "Second Appraiser"). If the Second Appraiser is not so
designated within the time above specified, the appointment of the Second
Appraiser shall be made in the same manner as is hereinafter provided for the
appointment of the third appraiser (the "Third Appraiser") in the event the
First and Second Appraisers are unable to agree upon the Third Appraiser. The
First and Second Appraisers so designated or appointed shall meet within ten
(10) days after the Second Appraiser is appointed, and if, within thirty (30)
days after the Second Appraiser is appointed, the First and Second Appraisers do
not agree upon the Valuation, they shall appoint a Third Appraiser who shall be
a competent and impartial person. In the event of their being unable to agree
upon such appointment within ten (10) days after the time aforesaid, the Third
Appraiser shall be selected by Mortgagee and Mortgagor if they can agree thereon
within a further period of fifteen (15) days. If the parties do not agree, or if
for any reason the three appraisers have not been chosen within fifteen (15)
days after the expiration of the fifteen (15) day period referred to in the
immediately preceding sentence, either the Mortgagee or Mortgagor, on behalf of
both, may request such appointment by the presiding Judge of the United States
District Court for the District in which the Project is located. In the event of
the failure, refusal or inability of any appraiser to act, a new appraiser shall
be appointed in his stead, which appointment shall be made in the same manner as
herein before provided for the appointment of such appraiser so failing,
refusing or being unable to act. Mortgagor shall pay the fees and expenses of
all appraisers. Any appraiser designated to serve in accordance with the
provisions of this Agreement shall be qualified to appraise the type of property
being appraised in the County and State in which the Project in question is
located, shall be a member of the Appraisal Institute (or any successor
association or body of comparable standing if such Institute is not then in
existence) and shall have been actively engaged in the appraisal of real estate
in the County (set forth above) for a period of not less than ten (10) years
immediately preceding its appointment. The Appraisers shall determine the
Valuation, provided, however, no value shall be attributed to good will. The
Appraisers may employ such independent counsel and accountants, unaffiliated
with Mortgagee or Mortgagor as any two of the three appraisers shall determine
to be necessary or advisable to assist them in carrying out their duties
hereunder. The fees and expenses of such counsel and accountants shall be borne
by Mortgagor. A decision joined in by two of the three appraisers shall be the
decision of the appraisers. In the event no two appraisers can agree, the
decision of the Third Appraiser shall be conclusive. After reaching a decision,
the appraisers shall give written notice thereof to Mortgagee and Mortgagor.
5
2. Financial Covenants. The Borrower covenants that so long as the Notes are
outstanding, it will satisfy the following financial benchmarks to be tested
quarterly:
Interest Charges Coverage Ratio. Borrower will not, at any time, permit the
Interest Charges Coverage Ratio to be less than 1.5 to 1.
Maintenance of Consolidated Debt. Borrower will not at any time permit
Consolidated Debt to exceed sixty percent (60%) of Consolidated Total
Capitalization determined as of the most recently ended fiscal quarter of
Borrower.
Consolidated Net Worth. Borrower will not, at any time, permit Consolidated Net
Worth to be less than two hundred fifty million dollars ($250,000,000).
Financial Covenant Definitions:
"Building Capital Expenditures" will be computed by multiplying $1.75 (the
"Dollar Multiplier") times the total net rentable square feet in the buildings
owned by Borrower at the end of the quarterly period being tested, using a
similar measurement as used for computing the net rentable square feet reported
in the December 31, 1995 annual financial statements of Borrower. On the first
day of January, 1998 and annually thereafter, the Dollar Multiplier used in such
calculation shall be increased by 3% over the amount of the Dollar Multiplier in
effect for the immediately preceding calendar year.
"Capital Lease" means a lease with respect to which the lessee is required
concurrently to recognize the acquisition of an asset and the incurrence of a
liability in accordance with GAAP.
"Capital Lease Obligation" means, with respect to any Person and a Capital
Lease, the amount of the obligation of such Person as the lessee under such
Capital Lease which would, in accordance with GAAP, appear as a liability on a
balance sheet of such Person.
"Consolidated Cash Flow" means, in respect of any rolling twelve month period,
the sum of (a) Consolidated Income Available for Interest Charges for such
period and (b) the amount of all depreciation and amortization allowances and
other non-cash expenses of Borrower and its Subsidiaries but only to the extent
deducted in the determination of Consolidated Net Income for such period, less
Building Capital Expenditures.
6
"Consolidated Debt" means, as of any date of determination, the total of all
Debt of Borrower and its Subsidiaries outstanding on such date, after
eliminating all offsetting debits and credits between Borrower and its
Subsidiaries and all other items required to be eliminated in the course of the
preparation of consolidated financial statements of Borrower and its
Subsidiaries in accordance with GAAP.
"Consolidated Income Available for Interest Charges" means, with respect to any
rolling twelve month period, Consolidated Net Income for such period plus all
amounts deducted in the computation thereof on account of Interest Charges.
"Consolidated Net Income" means, with reference to any rolling twelve month
period, the net income (or loss) excluding any non-recurring items of Borrower
and its Subsidiaries for such period (taken as a cumulative whole), as
determined in accordance with GAAP, after eliminating all offsetting debits and
credits between Borrower and its Subsidiaries and all other items required to be
eliminated in the course of the preparation of consolidated financial statements
of Borrower and its Subsidiaries in accordance with GAAP.
"Consolidated Net Worth" means, at any time,
(a) the total assets of Borrower and its Subsidiaries which would be
shown as assets on a consolidated balance sheet of Borrower and its Subsidiaries
as of such time prepared in accordance with GAAP, after eliminating all amounts
properly attributable to minority interests, if any, in the stock and surplus of
Subsidiaries, minus
(b) the total liabilities of Borrower and its Subsidiaries which would
be shown as liabilities on a consolidated balance sheet of Borrower and its
Subsidiaries as of such time prepared in accordance with GAAP, and
(c) the net book amount of all assets of Borrower and its Subsidiaries
(after deducting any reserves applicable thereto) which would be shown as
intangible assets on a consolidated balance sheet of Borrower and its
Subsidiaries as of such time prepared in accordance with GAAP.
"Consolidated Total Capitalization" means, at any time, the sum of Consolidated
Net Worth and Consolidated Debt.
"Debt" means, with respect to any Person, without duplication,
(a) its liabilities for borrowed money;
7
(b) its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including, without limitation, all liabilities created or
arising under any conditional sale or other title retention agreement with
respect to any such property);
(c) its Capital Lease Obligations;
(d) all liabilities for borrowed money secured by any Lien with respect
to any property owned by such Person (whether or not it has assumed or otherwise
become liable for such liabilities); and
(e) any Guaranty of such Person with respect to liabilities of a type
described in any of clauses (a) through (d) hereof.
Debt of any Person shall include all obligations of such Person of the character
described in clauses (a) through (e) to the extent such Person remains legally
liable in respect thereof notwithstanding that any such obligation is deemed to
be extinguished under GAAP.
"GAAP" means generally accepted accounting principles as in effect from time to
time in the United States of America.
"Guaranty" means, with respect to any Person, any obligation (except the
endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing
(whether by reason of being a general partner of a partnership or otherwise) any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:
(a) to purchase such indebtedness or obligation or any property
constituting security therefor;
(b) to advance or supply funds (i) for the purchase or payment of such
indebtedness or obligation, or (ii) to maintain any working capital or other
balance sheet condition or any income statement condition of any other Person or
otherwise to advance or make available funds for the purchase or payment of such
indebtedness or obligation;
(c) to lease properties or to purchase properties or services primarily for
the purpose of assuring the owner of such indebtedness or obligation of the
ability of any other Person to make payment of the indebtedness or obligation;
or
8
(d) otherwise to assure the owner of such indebtedness or obligation
against loss in respect thereof.
In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.
"Interest Charges" means, with respect to any rolling twelve month period, the
sum (without duplication) of the following (in each case, eliminating all
offsetting debits and credits between Borrower and its Subsidiaries and all
other items required to be eliminated in the course of the preparation of
consolidated financial statements of Borrower and its Subsidiaries in accordance
with GAAP): (a) all interest in respect of Debt of Borrower and its Subsidiaries
(including imputed interest on Capital Lease Obligations) deducted in
determining Consolidated Net Income for such period, together with all interest
capitalized or deferred during such period and not deducted in determining
Consolidated Net Income for such period, and (b) all debt discount and expense
amortized or required to be amortized in the determination of Consolidated Net
Income for such period
"Interest Charges Coverage Ratio" means, at any time, the ratio of (a)
Consolidated Cash Flow for any rolling twelve month period ending on, or most
recently ended prior to, such time to (b) Interest Charges for such rolling
twelve month period.
"Person" means an individual, partnership, corporation, limited liability
Borrower, association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.
"Subsidiary" means, as to any Person, any corporation, association or other
business entity in which such Person or one or more of its Subsidiaries or such
Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to a
"Subsidiary" is a reference to a Subsidiary of Borrower or to Xxxxx Realty
Services, Inc.
A violation of any of the above will constitute a default under the Loan.
9
3. Partial Releases. Upon written request from Borrower, Lender will release
from the applicable Lien Instrument either the specific Projects located in Pool
A and/or Pool C designated by Borrower in the case of the Tranche A Promissory
Note and the Tranche C Promissory Note, or the specific Projects located in Pool
B and/or Pool D designated by Borrower in the case of the Tranche B Promissory
Note and the Tranche D Promissory Note, provided there is then no default in any
of the Loan Documents and subject to satisfaction of the following conditions:
1) Borrower has prepaid fifty percent (50%) of the principal of the
Tranche A and Tranche C Promissory Note, or the Tranche B and
Tranche D Promissory Note, as permitted pursuant to the First
Partial Prepayment (as defined in the Notes) and/or the Second
Partial Prepayment (as defined in the Notes);
2) No other Project (other than in connection with a Substitution
hereunder) in such Pool has been released;
3) Remaining Projects securing the Notes have a debt service
coverage of not less than 1.4 for the Indebtedness.
4) The Valuation of the Projects being released from a particular
Pool does not exceed 33-1/3% of the amount of the Valuation of
all Projects in said Pool.
5) Remaining Projects shall not be deprived of public access to
roads or the use of any utilities, water, sanitary and storm
sewers by reason of such release.
4. Full Release. Upon payment in full of the Tranche A Promissory Note and the
Tranche C Promissory Note (including the applicable prepayment fee described
therein), the Pool A and Pool C Projects will be released from the lien of the
Lien Instruments and, upon payment in full of the Tranche B Promissory Note and
the Tranche D Promissory Note (including the applicable prepayment fee described
therein), the Pool B and Pool D Projects will be released from the lien of the
Lien Instruments.
5. Property Substitution. Provided there is then no default under any Loan
Document and upon prior written request from Borrower, Lender shall not withhold
its consent to the addition of one of more properties (the "Substituted
Project") and concurrent release of one or more Projects for which it/they
is/are substituted ("Substitution") provided:
(i) the Project to be released and the Substituted Project are office
projects containing at least 200,000 square feet of rentable
area; provided, however, in the case of Projects to be released
which are located in the Orlando Central Office Park (22
Projects) or the Tallahassee-Apalachee Office Park (14 Projects),
all Projects in either of said office parks must be released
concurrently in the same transaction;
10
(ii) the Substituted Project is of equal or higher Valuation than the
Project being released;
(iii) the Substituted Project is at least 90% leased with net rents
equal to or greater than the net rents of the Project being
withdrawn;
(iv) Borrower has the same ownership interest in the Substituted
Project as in the Project to be released;
(v) the Substituted Project satisfies all of the conditions of the
Notes C and D Loan Commitment (as defined in the Lien Instrument)
which would have been satisfied if the Substituted Project were
part of the original Loan security;
(vi) remaining Projects shall not be deprived of public access to
roads or the use of any utilities, water, sanitary and storm
sewers as a result of such Substitution;
(vii) from and after November 1, 2001, only one more Substitution will
be permitted;
(viii) the request for the Substitution is made prior to the last two
(2) years of the term of (i) the Tranche A or Tranche C
Promissory Note in the case of a Pool A Project or a Pool C
Project and (ii) the Tranche B or Tranche D Promissory Note in
the case of a Pool B Project or a Pool D Project.
If Borrower shall make a Substitution, Lender shall be paid a fee equal to (i)
..50% of the Valuation of the Project being released if the Project being
withdrawn is located in the Orlando Central Business Park in Orlando, Florida,
or (ii) .75% of the Valuation of the Project being released for any other
Project being withdrawn. At the time of the Substitution, no modification of the
interest rate or repayment terms of the Note will be required.
6. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
7. Survival. Borrower and Lender confirm and agree that the provisions of this
Master Loan Agreement expressly survive the closing of the Substitution and the
consolidation, amendment and restatement of the Lien Instruments and shall
continue in full force and effect as if such provisions were set forth in full
in the Loan Documents entered into at the time of the original advances of Loan
proceeds.
11
IN WITNESS WHEREOF, this instrument has been executed by Borrower and
Lender as of the day and year first above written.
XXXXX EQUITY, INC., a Florida corporation
By: s/Xxxxxx Xxxxxxxxx
-------------------------------
Its: Vice President
-------------------------------
(signatures continued on next page)
12
(signatures continued from previous page)
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY, a Wisconsin
corporation
By: Northwestern Investment Management
Company, LLC, a Delaware limited
liability company, its wholly
owned affiliate and authorized
representative
By: s/Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx, Managing Director
Attest: s/Xxxxxx X. Xxxxx
------------------------------
(corporate seal) Xxxxxx X. Xxxxx, Assistant Secretary
13
SCHEDULE 1
List of Released Projects
Project Xxxx/Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, Xxxxx, Xxx Xxxxxx
Xxxxxxxx Name
Pool A:
---------------------------------------------------------------------------------------------------------------------------
San Xxxxxxxx Xxxx
Kogerama
Xxxxx
Royal
Finesilver
San Xxxxxxx
Xxxxxxxx
Austin
Brazos
Xxxxx
Midland
Sabine
Goliad
Xxxxxx
Xxxxxx
Bowie
Burnet
Xxxxxx
Xxxxxxxx
Abilene
Houston
Brownwood
Bonham
Plaza
Xxxxxx
Amistad
Trinity
14
---------------------------------------------------------------------------------------------------------------------------
Pool B:
---------------------------------------------------------------------------------------------------------------------------
El Paso Park
Chaparral
Presidio
Kogerama
Los Arcos
Koger
Mesa
Pershing West
Pershing East
Madrid
Los Picos
Carlsbad
Lima
Brownsville
Pioneer
Austin Office Park
Xxxxxxx
Xxxxxxxx
Xxxxxx
Xxxxxxxxxx
Colorado
Cross
Xxxxxxx
Xxxxxxx
Xxxxxxxx
Xxxxxxxx
Bridgeport
Xxxxxx
Greenville Xxxxx
Chesterfield
Xxxxxxxx
Xxxxxxxx
Xxxxxxx
Xxxxxx
Xxxxxx
Darlington
Dorchester
---------------------------------------------------------------------------------------------------------------------------
Pool C:
---------------------------------------------------------------------------------------------------------------------------
none
---------------------------------------------------------------------------------------------------------------------------
Pool D:
---------------------------------------------------------------------------------------------------------------------------
Greenville Xxxxx
Xxxxxx
---------------------------------------------------------------------------------------------------------------------------
15
SCHEDULE 2
New Security for 12/2001 Transaction
Project Xxxx/Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, Xxxxx, Xxx Xxxxxx
Xxxxxxxx Name
Pool A:
---------------------------------------------------------------------------------------------------------------------------
Atlanta - Perimeter Park DeKalb
Lincoln Parkway 0000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx 00000
Orlando - Xxxx Xxxx Seminole
Primera I 610 Crescent Executive Xxxxxxx, Xxxxxxx 00000
Primera II 615 Crescent Executive Xxxxxxx, Xxxxxxx 00000
---------------------------------------------------------------------------------------------------------------------------
Pool B:
---------------------------------------------------------------------------------------------------------------------------
Atlanta - Gwinett Place Gwinnett
Clarkson 0000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Duluth 00000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Gwinett 0000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Jacksonville, Florida - JTB Xxxxx
Windsor-Landstar 00000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Carlton 0000 Xxxx Xxxx, Xxx. 000 Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxx Xxxx, Xxx.000 Xxxxxxxxxxxx, Xxxxxxx 00000
Deerwood Park 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Orlando University Orange
Dover 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
St. Petersburg, Florida Pinellas
Pasco 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
---------------------------------------------------------------------------------------------------------------------------
Pool C:
---------------------------------------------------------------------------------------------------------------------------
none
---------------------------------------------------------------------------------------------------------------------------
Pool D:
---------------------------------------------------------------------------------------------------------------------------
Orlando University Orange
Rosemont 00000 Xxxxxxxxx Xxxx. Xxxxxxx, Xxxxxxx 00000
---------------------------------------------------------------------------------------------------------------------------
16
SCHEDULE 3
List of Projects After Closing 12/2001 Transaction
Project Xxxx/Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, Xxxxx, Xxx Xxxxxx
Xxxxxxxx Name
Pool A:
--------------------------------------------------------------------------------------------------------------------------------
Memphis, Tennessee Shelby
Oakridge 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000
Parkway 0000 Xxxxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx 00000
Gainsborough 00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000
St. Petersburg, Florida Pinellas
Xxxxx 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Dade 0000 Xxxxxxxxx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxx 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Franklin 000 00xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Gadsden 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxxxxx 000 00xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Glades 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Koger 0000 Xxxxxxxxx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Kogerama 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Lake 0000 0xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Madison 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Monroe 0000 Xxxxxxxxx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Pinellas 0000 Xxxxx Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
St. Lucie 0000 0xx Xxxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Tallahassee, Florida - Apalachee Office Park Xxxx
Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Berkeley 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Kogerama 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Lafayette 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Marathon 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Webster 0000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxx 00000
Tallahassee Florida - Capital Circle Xxxx
Xxxxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Knight 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Xxxxx 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx 00000
Atlanta - Perimeter Park DeKalb
Lincoln Parkway 0000 Xxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxx 00000
Orlando - Xxxx Xxxx Seminole
Primera I 610 Crescent Executive Xxxxxxx, Xxxxxxx 00000
Primera II 615 Crescent Executive Xxxxxxx, Xxxxxxx 00000
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17
Pool B:
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Bay Xxxxxxx -
Jacksonville, Florida Xxxxx
Xxxxx 0000 Xxxxxxx Xxxxxxxx Xxxx. Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxx 0000 Xxxxxxx Xxxxxxxx Xxxx. Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxxx 0000 Xxx Xxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxx Xxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Orlando Central, Florida Orange
Amherst 0000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Bennington 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Bainbridge 0000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Xxxx 0000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxxx 0000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Commodore 0000 XxXxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Enterprise 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Essex 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxxxx 000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Hollister 0000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Independence 0000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Kogerama 000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Lexington 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Palmetto 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Xxxxxxxxxxx 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Princeton 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Rockbridge 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Saratoga 0000 XxXxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
St. Xxxx 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Tedder 000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxx 00000
Yorktown 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Atlanta - Gwinett Place Gwinnett
Clarkson 0000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Duluth 00000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Gwinett 0000 Xxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
Jacksonville, Florida - JTB Xxxxx
Windsor-Landstar 00000 Xxxxxx Xxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Carlton 0000 Xxxx Xxxx, Xxx. 000 Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx 0000 Xxxx Xxxx, Xxx.000 Xxxxxxxxxxxx, Xxxxxxx 00000
Deerwood Park 0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Orlando University Orange
Dover 00000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxx 00000
St. Petersburg, Florida Pinellas
Pasco 000 Xxxxxxxxx Xxxxxx Xxxxx Xxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000
Memphis, Tennessee Xxxxxx
Xxxxxx 00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000
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18
Pool C:
--------------------------------------------------------------------------------------------------------------------------------
Memphis, Tennessee Xxxxxx
Xxxxx 00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000
Xxxxxxxxx 00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxx 00000
Tallahassee, Florida - Capital Circle Xxxx
Xxxxxxxxx 0000 Xxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxx 00000
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Pool D:
--------------------------------------------------------------------------------------------------------------------------------
Jacksonville, Florida - Baymeadows Xxxxx
DeSoto 0000 Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Nassau 0000 Xxx Xxxxx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000
Orlando University Orange
Xxxxx 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Glenridge 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Laurel 0000 Xxxx Xxxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
Rosemont 00000 Xxxxxxxxx Xxxx. Xxxxxxx, Xxxxxxx 00000
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