PURCHASE AND SALE AGREEMENT
dated
January 1, 2000,
by and between
Prime Forest Partners, a Florida general partnership,
as Buyer,
and
Community Acquisition and Development Corporation, a Delaware Corporation,
as Seller
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made
and entered into effective as of January 1, 2000 (the "Execution Date"), by and
between Prime Forest Partners, a Florida general partnership ("Buyer"), and
Commu nity Acquisition and Development Corporation, a Delaware corporation
("Seller"), for the purpose of setting forth the agreement of the parties.
R E C I T A L S
A. Seller is the owner of a fee simple interest in those
certain mobile home spaces on that certain parcel of real property located at
Forest View Mobile Home Park, in the City of Homosassa, County of Citrus, State
of Florida, as more particularly described on Exhibit "A" attached hereto (the
"Property"), compris ing a portion of a manufactured home community commonly
known as "Forest View Mobile Home Park."
B. Seller desires to sell and Buyer desires to purchase the
Property upon and subject to the terms and conditions set forth in this
Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
hereby agree as follows:
1. AGREEMENT TO PURCHASE AND SELL.
Subject to all of the terms and conditions of this Agreement,
Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to acquire
and purchase from Seller, all the rights, title, interests and claim of Seller
in the Property, upon and subject to the terms and conditions set forth herein.
2. PURCHASE PRICE.
The purchase price for the Property (the "Purchase Price")
shall be the sum of one hundred seven thousand, eight hundred thirty-five
dollars and forty-two cents ($107,835.42) plus the forgiveness of indebtedness
as identified on Exhibit "B" attached hereto (the "Cancellation of
Indebtedness").
2.1 Cash. Buyer shall deliver to Seller the sum of 107,835.42
by wire transfer or Buyer's check payable to the order of the Seller on or
before March 31, 2000.
2.2 Secured Indebtedness. Seller has advised Buyer that, as of
the Execution Date, the Property is encumbered by any liens securing
indebtedness other than the indebtedness identified on Exhibit "B."
3. ACTIONS PENDING CLOSING.
Upon the Closing, Seller shall transfer, contribute and convey
to Buyer all the rights, title, interest and claim of Seller in the Property by
a duly executed and acknowledged quitclaim deed. Prior to the Closing, Seller
shall not take any action or commit or suffer any acts which would give rise to
a variance from the current legal description of the Property, or cause the
creation of any exception or encumbrance against or respecting the Property
without the prior written consent of Buyer, which consent may be withheld in
Buyer's sole and absolute discretion.
4. CONDITIONS TO CLOSING.
4.1 Buyer's Closing Conditions. The obligation of Buyer to
complete the transactions contemplated by this Agreement is subject to the
following conditions precedent (and conditions concurrent, with respect to
deliveries to be made by the parties at Closing) (the "Buyer's Closing
Conditions"), which conditions may be waived, or the time for satisfaction
thereof extended, by Buyer only in a writing executed by Buyer (provided,
however, that any such waiver shall not affect Buyer's ability to pursue any
remedy it may have with respect to any breach hereunder by Seller):
4.1.1 Seller's Due Performance. All of the
representations and warranties of Seller set forth in this Agreement shall be
true, correct and complete in all material respects as of the Closing Date, and
Seller, on or prior to the Closing Date, shall have complied with and/or
performed all of the obligations, covenants and agreements required on the part
of Seller to be complied with or performed pursuant to the terms of this
Agreement.
4.1.2 Bankruptcy. No action or proceeding shall have
been commenced by or against Seller under the federal bankruptcy code or any
state law for the relief of debtors or for the enforcement of the rights of
creditors and no attachment, execution, lien or levy shall have attached to or
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been issued with respect to Seller's interest in the Property or any portion
thereof.
4.1.3 Leases. At the Closing, Seller shall assign all
of its rights and remedies under the Leases (including, without limitation, its
right to any security deposits and prepaid rent) to Buyer and Buyer shall assume
the obligations of Seller with respect thereto, pursuant to an assignment of
leases and security deposits in the form of Exhibit "C" attached hereto (the
"Assignment of Leases").
4.1.4 Non-Foreign Affidavit. At the Closing, Seller
shall deliver to Buyer a non-foreign affidavit in the form of Exhibit "D"
attached hereto, executed by Seller (the "Non-Foreign Affidavit").
4.1.5 No Moratoria. No moratorium, statute,
regulation, ordinance, legislation, order, judgment, ruling or decree of any
governmental agency or of any court shall have been enacted, adopted, issued,
entered or pending which is directed specifically at the Project and which would
have a material adverse effect on the value of the Project.
4.2 Failure of Buyer's Closing Conditions. If any of the
Buyer's Closing Conditions have not been fulfilled within the applicable time
periods, Buyer may:
4.2.1 waive the Buyer's Closing Condition and close
in accordance with this Agreement, without adjustment or abatement of the
Purchase Price; or
4.2.2 terminate this Agreement by written notice to
Seller.
4.3 Seller's Closing Conditions. The obligation of Seller to
complete the transactions contemplated by this Agreement is subject to the
following conditions precedent (and conditions concurrent, with respect to
deliveries to be made by the parties at Closing) (the "Seller's Closing
Conditions"), which conditions may be waived, or the time for satisfaction
thereof extended, by Seller only in a writing executed by Seller (provided,
however, that any such waiver shall not affect Seller's abilities to pursue any
remedy it may have with respect to any breach hereunder by Buyer):
4.3.1 Buyer's Due Performance. All of the
representations and warranties of Buyer set forth in this Agreement shall be
true, correct and complete in
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all material respects as of the Closing Date, and Buyer, on or prior to the
Closing Date, shall have complied with and/or performed all of the obligations,
covenants and agreements required on the part of Buyer to be complied with or
performed pursuant to the terms of this Agreement.
4.3.2 Deliveries. Buyer shall have delivered to
Seller such documents or instruments as are required to be delivered by Buyer
pursuant to the terms of this Agreement.
4.4 Failure of Seller's Closing Conditions. If any of the
Seller's Closing Conditions have not been fulfilled within the applicable time
periods, Seller may:
4.4.1 waive the Seller's Closing Condition and close
in accordance with this Agreement, without adjustment or abatement of the
Purchase Price; or
4.4.2 terminate this Agreement by written notice to
Buyer.
5. CLOSING.
5.1 Closing Date. Subject to the provisions of this Agreement,
the Closing shall take place effective as of January 1, 2000 (the "Closing
Date").
5.2 Deliveries by Seller. Seller, at its sole cost and
expense, shall deliver or cause to be delivered to Buyer the following documents
and instruments, as applicable, in addition to all other items and payments
required by this Agreement to be delivered by Seller at the Closing:
5.2.1 Deed. An original executed and acknowledged
Deed from Seller, conveying the Property to Buyer;
5.2.2 Non-Foreign Affidavit. An original executed
Non- Foreign Affidavit from Seller;
5.2.3 Assignment of Leases. An original executed
Assignment of Leases, executed by Seller; and
5.2.4 Other. Such other documents and instruments,
signed and properly acknowledged by Seller, if appropriate, as may be reasonably
required by Buyer or otherwise in order to effectuate the provisions of this
Agreement and the Closing of the transactions contemplated herein.
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5.3 Deliveries by Buyer. Buyer, at its sole cost and expense,
shall deliver or cause to be delivered to Seller the following funds, documents
and instru ments, in addition to the other items and payments required by this
Agreement to be delivered by Buyer at the Closing:
5.3.1 Assignment of Leases. An original executed
Assignment of Leases, executed by Buyer; and
5.3.2 Other. Such other documents and instruments,
signed and properly acknowledged by Buyer, if appropriate, as may be reasonably
required by Seller or otherwise in order to effectuate the provisions of this
Agreement and the Closing of the transactions contemplated herein.
5.4 Closing Costs. Each party shall pay its own costs and
expenses arising in connection with the Closing (including, without limitation,
its own attorneys' and advisors' fees, charges and disbursements).
5.5 Deliveries by Seller. Seller shall deliver possession of
the Property, subject to the Leases, to Buyer upon the Closing.
6. SELLER'S REPRESENTATIONS AND WARRANTIES.
Seller represents and warrants to and agrees with Buyer, as of
the Execution Date and as of the Closing Date, as follows:
6.1 Leases.
6.1.1 Lease Schedule. The schedule attached hereto as
Exhibit "E" (the "Lease Schedule") is true, correct and complete with respect to
the leases, licenses, tenancies and other occupancy agreements (whether written
or oral) now in effect at the Project (collectively, the "Leases").
6.1.2 Delivery of Leases. True, correct and complete
copies of all Leases and all amendments, guarantees and other documents relating
thereto shall be made available to Buyer.
6.1.3 No Pre-Paid Rent. Except as set forth on the
Lease Schedule, no Tenant has paid any rent for more than one (1) month in
advance.
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6.1.4 No Rent Concessions. Except as set forth on the
Lease Schedule, no Tenant is entitled to any rent concessions or other offsets
against any rent payable by such Tenant after the Execution Date.
6.2 Litigation. There are no actions, suits or proceedings
before any judicial or quasi-judicial body, by any governmental authority or
other third party, pending, or to Seller's knowledge, threatened, against or
affecting all or any portion of the Project and, to Seller's knowledge, there is
no basis for any such action. Except for unlawful detainer or similar actions
against Tenants that are brought in the ordinary course of Seller's operation of
the Project, there are no actions, suits or proceedings pending, contemplated or
threatened by Seller in connection with all or any portion of the Project or
Seller's ownership, rights, use, development or maintenance thereof, including,
without limitation, tax reduction proceedings; and from and after the date
hereof, Seller shall not commence or allow to be commenced on its behalf any
action, suit or proceeding with respect to all or any portion of the Project
without the prior written consent of Buyer. No attachments, execution
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy,
reorganization or other proceedings are pending, or, to Seller's knowledge,
threatened, against Seller.
6.3 Compliance with Laws. To Seller's knowledge, the Project
is in full compliance with all existing laws, rules, regulations, ordinances and
orders of all applicable federal, state, city and other governmental authorities
in effect as of the Execution Date (collectively, "Laws"), including, without
limitation, (a) the Americans with Disabilities Act, 42 U.S.C. ss. 12102, et
seq., together with all rules, regulations and official interpretations
promulgated pursuant thereto, and (b) all Laws with respect to zoning, building,
fire, life safety, health codes and sanitation. Seller has received no notice
of, and has no knowledge of, any condition currently or previously existing on
the Project or any portion thereof which may give rise to any violation of any
existing Law applicable to the Project if it were disclosed to the authorities
having jurisdiction over the Project.
6.4 No Conflicts. The execution and delivery of this Agreement
by Seller, the consummation of the transactions herein contemplated to be
performed by Seller, and compliance with the terms of this Agreement by Seller
will not conflict with, or, with or without notice or the passage of time or
both, result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, deed of trust, mortgage, loan agreement, or other
document, instrument or agreement, oral or written, to which Seller is a party
or by which Seller or its assets are bound, or any applicable regulation of any
governmental agency, or any judgment, order or decree of any court having
jurisdiction over Seller or all or any portion of the Property.
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6.5 Due Organization. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
6.6 Seller's Authority; Validity of Agreements. Seller has
full right, power and authority to transfer, contribute and convey the Property
to Buyer as provided in this Agreement, to carry out its obligations hereunder
and to execute, deliver and perform, and enter into and consummate, all of the
documents and transactions contemplated by this Agreement. The individual(s)
executing this Agreement and the instruments referenced herein on behalf of
Seller have the legal power, right and actual authority to bind Seller to the
terms hereof and thereof. This Agreement is, and all instruments, documents and
agreements to be executed by Seller in connection herewith shall be, duly
authorized, executed and delivered by Seller and shall be valid, binding and
enforceable obligations of Seller.
6.7 Condition of Property. Except as otherwise expressly
provided herein or in any of the Closing documents executed in connection
herewith, Seller makes no representation or warranty as to the condition of the
Property and Buyer is purchasing the Property "AS-IS," and "WITH ALL FAULTS."
6.8 Survival. All of the representations and warranties of
Seller set forth in this Agreement shall be true upon the Execution Date, shall
be deemed to be repeated at and as of the Closing Date (except as otherwise
disclosed in writing to Buyer) and shall survive the delivery of the Deed and
the Closing.
7. BUYER'S REPRESENTATIONS AND WARRANTIES.
Buyer represents and warrants to Seller, as of the Execution
Date and as of the Closing Date, as follows:
7.1 Due Organization. Buyer is a general partnership duly
organized, validly existing and in good standing under the laws of the State of
Florida.
7.2 Buyer's Authority; Validity of Agreements. Buyer has full
right, power and authority to accept the Property from Seller as provided in
this Agreement, to carry out its obligations hereunder and to execute, deliver
and perform, and enter into and consummate, all of the documents and
transactions contemplated by this Agreement. The individual(s) executing this
Agreement on behalf of Buyer and the instruments referenced herein on behalf of
Buyer have the legal power, right and actual authority to bind Buyer to the
terms hereof and thereof. This Agreement is, and all other documents and
instruments to be executed and delivered by Buyer in connection
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herewith shall be, duly authorized, executed and delivered by Buyer and shall be
valid, binding and enforceable obligations of Buyer.
7.3 Survival. All of the representations and warranties of
Buyer set forth in this Agreement shall be true upon the Execution Date, shall
be deemed to be repeated at and as of the Closing Date (except as otherwise
disclosed in writing to Seller) and shall survive the delivery of the Deed and
the Closing.
8. ADDITIONAL COVENANTS OF SELLER.
In addition to the covenants and agreements of Seller set
forth else where in this Agreement, Seller covenants and agrees that between the
Execution Date and the Closing Date (or the date of earlier termination hereof,
if applicable):
8.1 Title. Subject to the terms of Sections 8.2 and 8.3
hereof, Seller shall not directly or indirectly sell, contribute, assign or
create any right, title or interest whatsoever in or to the Property, or create
or permit to exist thereon any lien, charge or encumbrance, or enter into any
agreement to do any of the foregoing, without the prior written consent of Buyer
(which consent may be granted or withheld in Buyer's sole and absolute
discretion).
8.2 Maintenance of Property. Seller shall operate and maintain
the Property in accordance with Seller's past practice and all applicable Laws,
rules and regulations affecting the Property or any portion thereof.
8.3 Service, Management and Employment Contracts. Seller shall
not enter into any new service, property management or employment contract or
extend, renew or replace any existing service, property management or employment
contract in respect of the Property without Buyer's prior written consent (which
consent may be withheld in Buyer's sole and absolute discretion), unless the
same shall be cancel lable without penalty or premium, upon not more than thirty
(30) days' notice from the owner of the Property.
9. RISK OF LOSS.
9.1 Condemnation. If, prior to the Closing, all or any
"Material Portion" (as hereinafter defined) is taken by condemnation or eminent
domain (or is the subject of a pending or contemplated taking which has not been
consummated), Seller shall immediately notify Buyer of such fact. In such event,
Buyer shall have the option to terminate this Agreement upon written notice to
Seller given not later than
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three (3) days after Buyer's receipt of such notice from Seller. Buyer shall
have no right to terminate this Agreement as a result of any taking of any
portion of the Property that is not a Material Portion. If Buyer does not elect
or has no right to terminate this Agreement, Seller shall assign and turn over
to Buyer, and Buyer shall be entitled to receive and keep, all awards for the
taking by condemnation and Buyer shall be deemed to have accepted the Property
subject to the taking without reduction in the Purchase Price. As used herein,
the term "Material Portion" shall mean any portion having a value in excess of
$10,000.00.
9.2 Casualty. Prior to the Closing and notwithstanding the
pendency of this Agreement, the entire risk of loss or damage by earthquake,
hurricane, tornado, flood, landslide, fire or other casualty shall be borne and
assumed by Seller. If, prior to the Closing any "Material Damage" (as
hereinafter defined) occurs to any portion of the Property as a result of
earthquake, hurricane, tornado, flood, landslide, fire or other casualty, Seller
shall immediately notify Buyer of such fact. In such event, Buyer shall have the
option to terminate this Agreement upon written notice to Seller given not later
than three (3) days after Buyer's receipt of such notice from Seller. Upon such
termination, neither party shall have any further rights or obligations
hereunder, other than pursuant to any provision hereof which expressly survives
the termination of this Agreement. Buyer shall have no right to terminate this
Agreement as a result of any damage or destruction of any portion of the
Property that does not constitute Material Damage. If Buyer does not elect or
has no right to terminate this Agreement, Seller shall assign and turn over, and
Buyer shall be entitled to receive and keep, all insurance proceeds payable with
respect to such damage or destruction (which shall then be repaired or not at
Buyer's option and cost) and Buyer shall receive, as a credit against the
Purchase Price, an amount equal to the deductible amount with respect to the
insurance and the parties shall proceed to the Closing pursuant to the terms
hereof without modification of the terms of this Agreement. If Buyer does not
elect or has no right to terminate this Agreement by reason of any casualty,
Buyer shall have the right to participate in any adjustment of any insurance
claim. As used herein, the term "Material Damage" shall mean damage or
destruction, the cost of repair of which exceeds $10,000.00.
ARTICLES 10 AND 11 ARE NOT USED.
12. BROKERS.
Buyer and Seller each hereby represent, warrant to and agree
with each other that it has not had, and shall not have, any dealings with any
third party to whom the payment of any broker's fee, finder's fee, commission or
other similar compensation
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("Commission") shall or may become due or payable in connection with the transac
tions contemplated hereby. Seller shall indemnify, protect, defend and hold
Buyer harmless from and against any and all claims, losses, damages, costs and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements) incurred by Buyer by reason of any breach or inaccuracy of the
representation, warranty and agreement of Seller contained in this Section 12.
Buyer shall indemnify, protect, defend and hold Seller harmless from and against
any and all claims, losses, damages, costs and expenses (including, without
limitation, reasonable attorneys' fees, charges and disbursements) incurred by
Seller by reason of any breach or inaccuracy of the representation, warranty and
agreement of Buyer contained in this Section 12. The provisions of this Section
12 shall survive the Closing or earlier termination of this Agreement.
13. MISCELLANEOUS PROVISIONS.
1. Governing Law. This Agreement and the legal relations between
the parties hereto shall be governed by and construed and
enforced in accordance with the laws of the State of Florida,
without regard to its principles of conflicts of law.
2. Entire Agreement. This Agreement, including the exhibits and
sched- ules attached hereto, constitutes the entire agreement
between Buyer and Seller pertaining to the subject matter
hereof and supersedes all prior agreements, understandings,
letters of intent, negotiations and discussions, whether oral
or written, of the parties, and there are no warranties,
representations or other agreements, express or implied, made
to any party by any other party in connection with the subject
matter hereof except as specifically set forth herein or in
the documents delivered pursuant hereto or in connection
herewith.
3. Modification; Waiver. No supplement, modification, waiver or
termi nation of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No
waiver of any provision of this Agreement shall be deemed or
shall constitute a waiver of any other provision hereof
(whether or not similar), nor shall such waiver consti tute a
continuing waiver unless otherwise expressly provided.
4. Notices. All notices, consents, requests, reports, demands or
other communications hereunder (collectively, "Notices") shall
be in writing and may be given personally, by registered or
certified mail, by telecopy
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or by Federal Express (or other reputable overnight delivery service) as
follows:
To Buyer: Prime Forest Partners, a Florida general partnership
c/o Asset Investors Corporation
0000 X. Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With A Copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
To Seller: Community Acquisition and Development Corporation,
a Delaware corporation
0 Xxxxx Xxxx Xxxxx
X.X. Xxx 000
Xxxxxx Xxxx, XX 00000
Attention: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or to such other address or such other person as the addressee party shall have
last designated by notice to the other parties. All Notices shall be deemed to
have been given when received. All Notices given by telecopy shall be followed
by the delivery of a hard copy of such Notice, provided that such Notice shall
be deemed to have been given when received by telecopy.
5. Expenses. Subject to the provision for payment of Closing
Costs in accordance with the terms of Section 6.6 hereof
and any other provision of this Agreement, whether or not
the transactions con templated by this Agreement shall be
consummated, all fees and expenses incurred by any party
hereto in connection with this Agree ment shall be borne
by such party.
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6. Assignment.
1. Seller's Right to Assign. Seller shall not have
the right, power or authority to assign all or any
portion of this Agree ment or its rights hereunder
or to delegate any duties or obligations arising
under this Agreement, voluntarily, invol untarily
or by operation of law, without Buyer's prior
written consent.
2. Buyer's Right to Assign. Buyer shall have the
right, power and authority to assign all or any
portion of this Agreement or its rights hereunder
or to delegate any duties or obliga tions arising
under this Agreement, voluntarily, involuntarily
or by operation of law, without Seller's consent,
to any affiliate of Buyer; provided, however, that
no such assign ment or delegation shall relieve
Buyer of its obligations or liabilities under this
Agreement.
7. Severability. Any provision or part of this Agreement
which is invalid or unenforceable in any situation in any
jurisdiction shall, as to such situation and such
jurisdiction, be ineffective only to the extent of such
invalidity and shall not affect the enforceability of the
remaining provisions hereof or the validity or
enforceability of any such provision in any other
situation or in any other jurisdiction.
8. Successors and Assigns; Third Parties. All of the rights,
duties, benefits, liabilities and obligations of the
parties shall inure to the benefit of, and be binding
upon, their respective successors and assigns. Except as
specifically set forth or referred to herein, noth ing
herein expressed or implied is intended or shall be
construed to confer upon or give to any person or entity,
other than the parties hereto and their successors or
permitted assigns, any rights or remedies under or by
reason of this Agreement.
9. Counterparts. This Agreement may be executed in as many
counter parts as may be deemed necessary and convenient,
and by the differ ent parties hereto on separate
counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall
constitute one and the same instrument.
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10. Headings. The Section headings of this Agreement are for
conve nience of reference only and shall not be deemed to
modify, explain, restrict, alter or affect the meaning or
interpretation of any provision hereof.
11. Time of Essence. Time shall be of the essence with respect
to all matters contemplated by this Agreement.
12. Further Assurances. In addition to the actions recited
herein and contemplated to be performed, executed, and/or
delivered by Seller and Buyer, Seller and Buyer agree to
perform, execute and/or deliver or cause to be performed,
executed and/or delivered at or after the Closing any and
all such further acts, instruments, deeds and assurances
as may be reasonably required to consummate the
transactions contemplated hereby.
13. Number and Gender. Whenever the singular number is used,
and when required by the context, the same includes the
plural, and the masculine gender includes the feminine and
neuter genders.
14. Post-Closing Access to Records. Upon receipt by Seller of
Buyer's reasonable written request at anytime and from
time to time within a period of three (3) years after the
Closing, Seller shall, at Seller's principal place of
business, during Seller's normal business hours, make all
of Seller's records relating to the Property available to
Buyer for inspection and copying (at Buyer's sole cost and
expense).
15. Exhibits. All exhibits attached hereto are hereby
incorporated by reference as though set out in full
herein.
16. Business Days. As used herein, the term "Business Day"
shall mean a day that is not a Saturday, Sunday or legal
holiday. In the event that the date for the performance of
any covenant or obligation under this Agreement shall fall
on a Saturday, Sunday or legal holiday, the date for
performance thereof shall be extended to the next Business
Day.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the day and year first above written.
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BUYER:
PRIME FOREST PARTNERS,
a Florida general partnership
By: Asset Investors Operating Partnership,
L.P., a Delaware limited partnership
its general partner
By: Asset Investors Corporation, a
Delaware corporation
its general partner
By: /s/Xxxxx X. Xxxxxx, 1/31/00
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: C.F.O.
SELLER:
COMMUNITY ACQUISITION AND DEVELOPMENT
CORPORATION, a Delaware corporation
By: /s/Xxxxxx X. Xxxxxx
----------------------
Name: Xxxxxx X. Xxxxxx
Title: President
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LIST OF EXHIBITS
EXHIBIT "A" PROPERTY
EXHIBIT "B" CANCELLATION OF INDEBTEDNESS
EXHIBIT "C" ASSIGNMENT OF LEASES
EXHIBIT "D" NON-FOREIGN AFFIDAVIT
EXHIBIT "E" LEASE SCHEDULE
EXHIBIT "B"
CANCELLATION OF INDEBTEDNESS
Loans from Seller to Buyer (including accrued but unpaid interest) $ 558,838
B-1
