PURCHASE AGREEMENT
FOR
IMPROVED REAL ESTATE
THIS PURCHASE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of the 6th day of
February, 2004, by and among AEI REAL ESTATE FUND 85-B LP, a
Minnesota limited partnership (hereinafter referred to as
"Seller"), RTM OPERATING COMPANY, a Delaware corporation
(hereinafter referred to as "Purchaser"), and LAND AMERICA
FINANCIAL GROUP, INC. ("Escrow Agent").
WITNESSETH:
WHEREAS, Seller desires to sell to Purchaser and Purchaser
desires to purchase from Seller certain real property in
accordance with the terms and conditions hereinafter provided.
NOW, THEREFORE, for and in consideration of the sum of Ten
and No/100 Dollars ($10.00), in hand paid, the premises and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Purchaser do hereby
covenant and agree as follows:
ARTICLE I - PROPERTY
1.1 Purchase of Property. Seller agrees to sell and convey
to Purchaser, and Purchaser agrees to buy from Seller, the
following: (a) that certain real property lying in Madison
County, in the State of Tennessee, being more particularly
described on Exhibit "A" attached hereto and incorporated herein
by reference, together with all of the tenements, hereditaments,
improvements, buildings, fixtures, facilities, appurtenances,
rights, easements and rights-of-way incident thereto, including
without limitation all rights, title and interest of Seller in
and to any and all roads, streets, alleys and ways bounding such
property, free and clear of all liens, claims, encumbrances,
mortgages, leases, leasehold estates and/or installment sales
contracts (collectively, the "Property"); and (b) all of Seller's
interest, if any, in the furniture, fixtures, furnishings,
machinery and equipment situated on or about the Property which
is used in connection with the maintenance, operation or
management of the Property, including, but not limited to, those
items listed on Exhibit "B" attached hereto and incorporated
herein, free and clear of all liens, encumbrances, leases,
installment sales agreements, UCC financing statements, security
agreements and/or chattel mortgages (collectively, the
"Personalty"). A more definitive description of the Property may
be obtained by Purchaser having prepared an accurate boundary and
topographic survey acceptable to Purchaser (hereinafter referred
to as the "Survey"), at Purchaser's election, sole cost and
expense.
ARTICLE II- PURCHASE PRICE
2.1 The purchase price shall be EIGHT HUNDRED EIGHTY-FIVE
THOUSAND AND NO/l00 DOLLARS ($885,000.00) ("Purchase Price"),
with an xxxxxxx money deposit being represented by check in the
amount of One Thousand and No/l00 Dollars ($1,000.00) (the
"Xxxxxxx Money"), which shall be delivered within three (3)
business days after Purchaser has received a fully executed
duplicate original of this Agreement. The Xxxxxxx Money shall be
held in escrow by Escrow Agent and shall be considered as a
portion of the Purchase Price at Closing. The balance of the
Purchase Price shall be payable in cash at Closing. In the event
Purchaser fails or refuses to consummate the subject sale for any
reason whatsoever, other than either Seller's failure, refusal or
inability to perform any of Seller's covenants and agreements
hereunder or the failure of any of the conditions to Purchaser's
obligation to close hereunder, then Purchaser and Seller agree
that the damage which Seller would reasonably be expected to
sustain is the amount of the Xxxxxxx Money. Purchaser and Seller
acknowledge and agree that it would be extremely impracticable
and difficult to ascertain the actual damages that would be
suffered by Seller in such event. Purchaser and Seller
have considered carefully the loss to Seller as a consequence of
the negotiation and execution of this Agreement, the personal
expense of Seller incurred in connection with the preparation of
this Agreement and Seller's performance hereunder, and the other
damages, general and special, that Purchaser and Seller realize
and recognize Seller will sustain but that Seller cannot, at this
time, calculate with absolute certainty. Based on all those
considerations, Purchaser and Seller have agreed that the damage
to Seller would reasonably be expected to amount to the Xxxxxxx
Money, as full, complete and final liquidated damages sustained
by the Seller, and Seller shall have no other recourse or remedy,
either in law or in equity.
Accordingly, if all conditions precedent to Purchaser's
obligation to consummate the purchase of the Property have been
waived by Purchaser or satisfied, and if Seller has performed its
covenants and agreements hereunder, but Purchaser has breached
its covenants and agreements hereunder and has failed, refused or
is unable to consummate the purchase and sale of the Property by
the date of the Closing, then the Escrow Agent shall pay the
Xxxxxxx Money to Seller by check as full, complete and final
liquidated damages. Upon delivery of the Xxxxxxx Money check to
Seller, as above provided, no party to this Agreement shall have
any liability to any other party to this Agreement, and this
Agreement shall, in its entirety, be deemed null, void and of no
further force and effect.
ARTICLE III - DEEDS AND DOCUMENTS
3.1 Conveyance by Seller to Purchaser shall be by General
Warranty Deed, as to the Property, and General Warranty Xxxx of
Sale, as to the Personalty. Such conveyances shall be free from
dower or statutory rights, taxes, assessments and all other liens
and encumbrances of any kind, without exceptions, unless
otherwise specified herein, so as to convey to the Purchaser good
and marketable title. Any transfer tax, documentary stamp tax,
excise tax and/or use tax imposed on this transaction and/or on
Seller's General Warranty Deed shall be paid by Seller. Seller
shall pay the recording cost of any recordable closing documents.
3.2 If the legal description of the Property prepared from
the Survey differs from the legal description by which Seller
acquired title to the Property, as described in the "Title
Company's" "Commitment" for the "Title Policy" (as such terms are
defined in Article VII below), then Seller shall also execute and
deliver to Purchaser at Closing a Quitclaim Deed, in recordable
form, duly executed by Seller and conveying the Property to
Purchaser using the Survey legal description.
3.3 Seller shall deliver to Purchaser at Closing: (a) an
Affidavit of vacant possession stating that there are no
unrecorded leases of or agreements regarding the Property except
as may be in existence between Seller and Purchaser; and (b) a
Vendors Affidavit containing such certifications as are required
by the Title Company to enable it to delete the "Standard
Exceptions" (as described or contained in the Commitment) from
the Title Policy to be issued to Purchaser.
3.4 Seller shall deliver to Purchaser at Closing, a closing
statement, duly executed by Seller and Purchaser, setting forth
in reasonable detail the financial transaction contemplated by
this Agreement, including, without limitation, the Purchase
Price, all prorations, the allocation of costs specified herein
and the source, application and disbursement of all funds.
3.5 Seller shall deliver to Purchaser at Closing a
certificate duly executed by Seller setting forth Seller's
address and Social Security or tax identification number and
certifying that Seller is not a foreign person for purposes of
the Foreign Investment in Real Property Tax Act (FIRPTA) and any
similar certificate required under applicable State law.
ARTICLE IV - CONDITIONS TO CLOSING AND
CONSUMMATION OF THE SALE
4.1 Purchaser's obligation to purchase is contingent on
Purchaser being able to obtain the following:
(a) Licenses, permits and other authorizations
necessary to construct, open and operate Purchaser's free-
standing fast-food drive-through restaurant with its
standard pole sign and reader board as well as curb cuts
for reasonable traffic access. [This condition precedent
has been satisfied.];
(b) An estoppel letter from Arby's, Inc. regarding the
issuance of a franchise to operate an Arby's restaurant at
the Property location. [This condition precedent has been
satisfied.];
(c) Approval from the RTM, Inc. Board of Directors.
[This condition precedent has been satisfied.]; and
(d) A non-revocable commitment from an institutional
lender or from an investor to provide mortgage loan,
sale/lease-back, build-to-suit or other funding for the
purchase and development of the Property and Personalty.
In the event Purchaser fails to notify Seller by written notice
within one hundred twenty (120) days from the date Purchaser
receives a duplicate original of this Agreement fully executed by
all parties hereto, including without limitation a legal
description of the Property attached hereto as Exhibit "A" (said
time period being hereinafter referred to as the "Feasibility
Period"), that it has satisfied or waived all these
contingencies, then this Agreement shall automatically terminate
without the necessity of any further act on the part of either
party. In such event Purchaser shall be entitled to the return of
the Xxxxxxx Money, neither party shall have any further right or
remedy against the other, either in law or in equity, the Seller
shall be entitled to the return of his deed or other instruments
placed in escrow, and the parties shall be released from further
liability. In the event Purchaser provides a written notice to
Seller that it has satisfied or waived all of these contingencies
prior to the expiration of the Feasibility Period, then Closing
shall be held at the office of Escrow Agent or by mail and wire.
Closing shall take place within ten (10) Business Days after
Purchaser's notification to Seller that all of the contingencies
of the contract have been fulfilled or waived. Vacant possession
of the Property shall be delivered to Purchaser at time of
Closing. Risk of loss to the Personalty, the Property and the
improvements thereon prior to Closing shall remain with Seller.
In the event the final date of the Feasibility Period, the
Closing date or any other date on which or by which a party is
required to take action or perform hereunder falls on a Saturday,
Sunday or Legal Holiday, then the end of the Feasibility Period
or the Closing or such other date, as the case may be, shall be
extended through the end of the next Business Day following said
date.
4.2 Purchaser proposes to construct, alter, open and use
the Property and the improvements therein for the operation of a
free-standing fast-food drive-through restaurant, including off-
street parking incident thereto and the erection of its standard
identification pole sign and reader board. In the event that the
Property is restricted by any state, county, municipal or other
governmental ordinance, rule or regulation including limited
access rules, restrictions or regulations (hereinafter
collectively called "zoning) which prohibit, limit or restrict
the use of the Property for such purposes, then Purchaser shall,
at Seller's expense to be reimbursed at Closing, attempt and use
Purchaser's good faith efforts to secure rezoning, special use
permits or variances (hereinafter referred to collectively as
"Authorizations"), so that the Property may be used for the
purposes intended by Purchaser as set forth above. Seller hereby
agrees to cooperate fully with
Purchaser in securing and/or attempting to secure such
Authorizations, and hereby grants permission to Purchaser to make
application for such Authorizations in the name of the Seller. In
the event Purchaser is unable to secure such Authorizations
within the Feasibility Period, Purchaser may notify Seller in
writing of such fact, whereupon this Agreement shall become null
and void, Purchaser shall not be obligated to complete the
purchase of the Property, and any and all Xxxxxxx Money and/or
consideration paid to Seller or held in Escrow shall be promptly
returned to Purchaser. The determination of the necessity for
obtaining such Authorizations or the adequacy of the
Authorizations granted shall be within the sole discretion of
Purchaser.
4.3 During the Feasibility Period Seller shall and does
hereby authorize and permit Purchaser, its agents, employees
and/or contractors, to enter upon the Property to make or update
Surveys; to determine the location of utilities; to perform
engineering studies and to conduct soil tests and borings on the
Property (except where buildings, if any, are now located); to
inspect for asbestos and other hazardous substances, as
subsequently defined in paragraph 10.4 below; and to conduct so-
called "Phase I" and, if necessary, "Phase II" environmental
assessments, studies, inspections and tests; with all of the
foregoing being to enable Purchaser to determine the Property's
suitability for Purchaser's proposed use and improvements. If any
conditions unsuitable to Purchaser for such proposed improvements
or Purchaser's contemplated use are indicated or revealed
thereby, then Purchaser may terminate this Agreement, whereupon
both parties shall be released from further performance
hereunder, and the Xxxxxxx Money deposit shall be returned to
Purchaser. If these activities reveal the presence or likelihood
of any hazardous substance contamination, as defined in paragraph
10.4 herein, or other toxic materials, present on the Property,
and if any city, state, county or federal ordinance, statute, or
regulation requires or mandates that such finding be reported to
a governmental authority or agency, then Seller hereby expressly
directs and authorizes Purchaser and its agents, employees and/or
contractors to immediately report and reveal such finding to the
appropriate governmental authority or agency, as required. Seller
hereby expressly waives and relinquishes any claim for damages
against Purchaser and its agents, employees and/or contractors
based upon or resulting from such reporting of such findings.
ARTICLE V - CASUALTY AND CONDEMNATION
5.1 If, prior to Closing, any part of the Property is
condemned or appropriated by public authority or any party
exercising the right of eminent domain, or is threatened thereby,
or if the buildings and improvements on the above-described
Property shall be destroyed or materially damaged by fire,
windstorm, explosion or other casualty, then this Agreement
shall, at the election of Purchaser made by written notice to
Seller, become null and void, whereupon the Xxxxxxx Money and any
consideration paid by the Purchaser to or for the benefit of the
Seller shall be promptly repaid. Should the Purchaser elect to
not terminate this Agreement, the Purchase Price shall be reduced
by the amount of the award or proceeds payable and/or credited to
Seller.
ARTICLE VI- UTILITY AVAILABILITY
6.1 [Intentionally Deleted.]
ARTICLE VII- EVIDENCE OF TITLE
7.1 Purchaser shall have the right to order a title
insurance binder (the "Commitment"), on the Property prepared by
a national title insurance company (the "Title Company"),
acceptable to Purchaser. Seller shall provide a current abstract
of title to the Title Company, if required, and shall pay for any
costs incurred in title searches and at Closing shall pay for an
owner's title insurance policy (the "Title Policy"), insuring
Purchaser in the amount of the Purchase Price, in A.L.T.A. Form B
(or its equivalent if this form is
not available) with the Standard Exceptions deleted. Seller shall
also pay for any premium associated with the deletion of the
Survey exception. At Closing, Seller will convey a good and
marketable fee simple title to the Property, and good and
marketable title to the Personalty, with all of the same being
free, clear and unencumbered, except those matters that Purchaser
has suffered, caused, or permitted to accrue.
7.2 Purchaser shall have until Closing to examine title to
the Property and submit title objections. Purchaser shall advise
Seller of any defects, objections, liens or encumbrances
affecting title to the Property as disclosed by such examination.
Purchaser shall also have until Closing to discover and notify
Seller of title defects or objections revealed by the Survey of
the Property. If upon such title examination and Survey, title is
found to be objectionable, or thereafter, if the status of title
changes and Purchaser notifies Seller of such objection or
objections in writing, then Seller shall have until the date of
Closing, or ten (10) days from the date of the receipt of such
notice, whichever date first occurs, to cure, satisfy, remove or
terminate any such objection. In the event Seller fails or
refuses to cure, satisfy, remove or terminate any such objection
or objections within said ten (10) day period or prior to
Closing, whichever date first occurs, then Purchaser may, at its
option elect, to:
(a) Waive any objections and consummate the
transaction subject to such objections; or
(b) Terminate this Agreement by written notice to
Seller, whereupon all Xxxxxxx Money shall be refunded to
Purchaser, and thereafter, no party to this Agreement shall
have any further rights, obligations or liabilities
hereunder; or
(c) Extend the Closing Date for up to thirty (30) days
by written notice to Seller, in order to permit Seller
additional time to cure such objections.
7.3 [Intentionally Deleted.]
ARTICLE VIII- COMMISSIONS
8.1 Any and all real estate and other commissions or other
broker's or finder's fees and/or expenses incident to this sale
shall be paid by the Seller. Seller hereby indeninifles and holds
harmless the Purchaser from and against all claims, loss,
liability, damages, costs and expenses (including without
limitation reasonable counsel fees) resulting from any claims
that may be made against the Purchaser by reason of this
Agreement and/or the transaction contemplated hereby.
ARTICLE IX - TAXES AND UTILITY CHARGES
9.1 All municipal, county, state and federal transfer
taxes, personal property taxes, real property taxes, sales taxes,
water bills, utility bills of any nature, as well as special
assessments, shall be paid by Purchaser pursuant to the Lease
encumbering the Property between Purchaser and Seller.
ARTICLE X - REPRESENTATIONS. WARRANTIES
AND COVENANTS OF SELLER
To induce the Purchaser to enter into this Agreement,
Seller makes the representations, warranties and covenants
hereinafter contained, each of which is material to and is relied
upon by Purchaser. Seller represents, warrants and covenants as
follows:
10.1Authority to Sell. Seller has the right, power and
authority to enter into this Agreement and to sell the Property
to Purchaser in accordance with the terms and conditions hereof
and will deliver satisfactory evidence of such right, power and
authority to Purchaser at Closing.
10.2 Ownership of Property and Personaltv. Seller is the
sole owner of and has good fee simple, marketable and insurable
title to all of the Property and good, unencumbered marketable
title to the Personalty, subject only to those Permitted
Exceptions which are specifically applicable thereto (if any) and
which Purchaser has agreed to accept as title exceptions in the
Title Policy for the Property.
10.3 Zoning and Permits. To the best of Seller's knowledge
without due inquiry, the Property is currently zoned
appropriately for use as a fast-food restaurant with drive-
through window. All necessary governmental permits for the
development and/or operation of the Property, as currently
conducted, are readily available. Seller has received no notice
or order from any governmental authority having jurisdiction over
the Property that adversely affects the use, development,
construction and/or operation of the Property as presently
conducted.
10.4 Hazardous Waste. For purposes of this paragraph,
"hazardous substance" means any matter giving rise to liability
under the Resources Conservation Recovery Act ("RCRA"), 42 U.S.C.
Section 6901 et seq., the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. Sections
9601 et seq., or generally any contaminant, oil or petroleum
product of any nature whatsoever, radioactive or other material,
and/or any medical, biological or other toxic substance or waste,
the removal of which is required or the maintenance of which is
proscribed, regulated or penalized by any local, state or federal
agency authority or governmental unit (collectively, the
"Governmental Authorities")..
(a) To Seller's best knowledge, without due inquiry,
the Property does not contain any hazardous substance.
(b) Seller has not conducted, authorized or permitted
the generation, transportation, storage, treatment,
handling or disposal of any hazardous substance at the
Property.
(c) Seller is not aware of any pending or threatened
litigation or proceedings before any Governmental Authority
in which any person or entity or Governmental Authority
alleges the presence, release, threat of release, placement
on or in the Property or the generation, transportation,
storage, treatment or disposal at the Property of any
hazardous substance.
(d) Seller has not received any notice of and has no
actual or constructive knowledge that any Governmental
Authority or any employee or agent thereof has determined,
or threatens to determine, that there is a presence,
release, threat of release, placement on or in the Property
or the generation, transportation, storage, treatment or
disposal at the Property of any hazardous substance.
(e) There are and have been no communications to or
from or agreements with any Governmental Authority or any
private entity and Seller, nor any other party to the best
of Seller's knowledge, including, but not limited to, any
prior owners of the Property or any adjacent or nearby
property, relating in any way to the generation,
transportation, storage, treatment or disposal at the
Property of any hazardous substance.
(f) [Intentionally deleted.]
(g) To Seller's best knowledge and belief, without due
inquiry, there are no underground storage tanks on or in
the Property and there has never been any underground
storage tank or tanks on or in the Property.
10.5Governmental Code. Statute. Seller knows of no existing
condition with respect to the Property or its operation that
violates any government code, rule, statute, ordinance or
regulation.
10.6Further Encumbering. Seller shall not further encumber,
or allow the encumbrance of, the title to the Property or modify
the terms or conditions of any existing encumbrances, if any,
without the written consent of Purchaser.
10.7No Condemnation Proceedings. There are no condemnation
or eminent domain proceedings pending, threatened or contemplated
against the Property or any part of the Property, and Seller has
received no notice, oral or written, of the desire of any public
authority or other entity to take or use the Property or any part
of the Property.
10.8Purchaser's Reliance. Purchaser's obligation to
purchase is expressly conditioned upon all of the
representations, warranties and covenants of Seller herein being
true and correct, both as of the date of full execution of this
Agreement and as of the date of Closing.
ARTICLE XI- MISCELLANEOUS PROVISIONS
11.1No term or condition of this Agreement will be deemed
to have been waived or amended unless expressed in writing, and
the waiver of any condition or the breach of any term will not be
a waiver of any subsequent breach of the same or of any other
term or condition. This Agreement constitutes the entire
Agreement of the parties which incorporates prior written or oral
understandings and supersedes same. This Agreement shall be
binding upon and inure to the benefit of the parties hereto,
their heirs, devisees, personal representatives, successors or
assigns.
11.2It is the express intention and agreement of the
parties to this Agreement that all covenants, agreements,
statements, representations and warranties made by Seller in this
Agreement shall survive this Agreement, the delivery of the Deed
and other closing documents, and the Closing.
11.3TIME IS OF THE ESSENCE OF THIS AGREEMENT.
11.4Each party hereto hereby acknowledges that all parties
hereto participated equally in the drafting of this Agreement and
that, accordingly, no court construing this Agreement shall
construe it more stringently against one party than the other.
11.5This Agreement shall be governed by, and construed
under, the laws of the State in which the Property is located.
11.6Purchaser may assign its interest in this Agreement,
either in whole or part, to any party that assumes Purchaser's
obligations in writing, without the prior consent of Seller, and
Purchaser shall be released here from as a result of any entire
assignment.
11.7All of the representations and warranties of Seller
contained in the Agreement shall be true, correct and complete on
and as of the date of the execution of this Agreement and again
on and as of the Closing date. If any representations or
warranties of Seller in this Agreement become known by Purchaser,
to be untrue and are not remedied by Seller after notice is given
by Purchaser prior to Closing, Purchaser may: (a) terminate this
Agreement; or (b) waive its objections and close the
transactions.
11.8 The phrase "Business Day" as used herein shall mean
Mondays - Fridays from 9:00 a.m. to 5:30 p.m., Legal
Holidays excepted. The phrase "Legal Holidays" shall
mean and refer to any day which would otherwise
constitute a Business Day but which is observed as a
holiday by employees of the United States Government
and of the State of Georgia government.
ARTICLE XII- NONCOMPETE
12.1[Intentionally deleted.]
ARTICLE XIII - NOTICES
13.1All notices, requests, consents and other
communications hereunder shall be in writing and shall either be
(i) personally delivered, or (ii) mailed by first-class
registered or certified mail, return-receipt requested, postage
prepaid, or (iii) sent by pre-paid, receipted same-day or
overnight private courier, or (iv) sent by telecopy or facsimile
transmission with continuation of transmission (provided a copy
thereof is sent by any other means described herein within three
(3) Business Days thereafter). Notices shall be effective when
received as evidenced by return receipt, receipt indicating
refusal to accept delivery, or receipt indicating inability to
deliver, and shall be sent to the following addresses:
If to Purchaser:c/o RTM Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Senior Vice President - Real Estate
Phone: (000) 000-0000
Fax: (000) 000-0000
with copy to: Hartman, Simons, Xxxxxxxx & Xxxx LLP
0000 Xxxxxx Xxxxx Xxxx, X.X. Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X Xxxxxx Esq
Phone: 770/000-0000
Fax: 770/000-0000
If to Seller: AEI Real Estate Fund 85-B LP
1300 Xxxxx Fargo Place
00 Xxxx Xxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxxx 00000
With copy to: Xxxxxxx X Xxxxxxxxx
The Xxxxxxxxx Firm
0000 Xxxxx Xxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxx 00000
If to Escrow Agent: Land America Financial Group Inc
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
ARTICLE XIV - DEFAULT
14.1In the event of any litigation brought under the terms
of this Agreement, whether at trial or any appellate level, the
prevailing party in such litigation shall be entitled to an award
of costs, expenses and reasonable attorneys' fees actually
incurred in addition to any other award of damages made by such
court.
IN WITNESS WHEREOF, the Seller has caused this instrument
to be executed and sealed this 2nd day of February 2004.
SELLER:
AEI REAL ESTATE FUND 85-B Limited
Partnership, a Minnesota limited
partnership
SSN or FEIN:
/s/ Xxxxx Xxxxxx By: Net Lease Management 85-B, Inc.,
Witness its corporate general partner
/s/ Xxxxxxxx Xxxxxxxx By/s/ Xxxxxx X Xxxxxxx
Witness Name Xxxxxx X Xxxxxxx
Its President
IN WITNESS WHEREOF, the Purchaser has caused this
instrument to be executed and sealed this 6th day of
February 2004
PURCHASER:
RTM OPERATING COMPANY, a
Delaware corporation
SSN or FEIN:
By: /s/Xxxxxx X Xxxxxxx
Name: Xxxxxx X Xxxxxxx
Its:Vice President
/s/ Xxxx XxXxxxxx
witness
Liz
witness By/Attest /s/ Xxxxxx X Xxxxxxxxx
VP Assistant Secretary
EXHIBIT "A"
LEGAL DESCRIPTION
Description of 0.58 Acre Tract
BEGINNING at a point in the northern margin of Old Hickory
Boulevard, said point being 40 feet at right angles from the
centerline of Old Hickory Boulevard, said point also being in a
southwesterly direction following the northern margin of Old
Hickory Boulevard a distance of 415.57 feet from the southwest
corner of the Town and Country Realtors tract and the southeast
corner of the Xxxxxxxx Hills Shopping Center tract; runs thence
in a southwesterly direction following the curve to the right of
the northern margin of Old Hickory Boulevard, having a radius of
532.96 feet a distance of 122.91 feet (south 54 degrees 46
minutes west 122.64 feet chord) to a point; runs thence north 4
degrees east a distance of 301.90 feet to a point; runs thence
south 86 degrees east a distance of 95 feet to a point; runs
thence south 4 degrees west a distance of 224.34 feet to a point
in the northern margin of Old Hickory Boulevard and the point of
beginning, containing 25,285.97 square feet (0.58 of an acre) and
surveyed by XxXXXXXXXXX ENGINEERING on October 18, 1985.
