EXHIBIT 10(e)
INDEMNITY AGREEMENT
REGARDING HAZARDOUS MATERIALS
THIS INDEMNITY AGREEMENT REGARDING HAZARDOUS MATERIALS (this
"Agreement"), is made as of the 10th day of June, 2002, by XXXXX EQUITY, INC., a
Florida corporation, having a mailing address of 000 Xxxxx Xxxx, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000 (the "Borrower") and XXXXX RAVINIA, LLC, a Delaware limited
liability company, having a mailing address of 000 Xxxxx Xxxx, Xxxxx 000, Xxxx
Xxxxx, Xxxxxxx 00000 ("Xxxxx Ravinia"), for the benefit of the Lenders from time
to time party to that certain Revolving Credit Loan Agreement, dated as of
December 28, 2001 by and among Borrower, Fleet National Bank, as Agent (the
"Agent"), and such Lenders (the "Lenders"), as amended by First Amendment to
Revolving Credit Loan Agreement dated as April 5, 2002 and by Second Amendment
to Revolving Credit Loan Agreement of even date herewith and as the same may be
further amended from time to time (the "Credit Agreement").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS Xxxxx Ravinia owns certain real property located at Three
Ravinia Drive in Atlanta, Georgia and more particularly described in Exhibit A
attached hereto and by this reference made a part hereof (the "Real Estate")
which shall be the "Mortgaged Property" as defined in the Credit Agreement and
more particularly described in the Security Deed (as defined below) (the Real
Estate, together with all improvements now or hereafter located in, on or under
the Real Estate, collectively referred to as the "Property");
WHEREAS, pursuant to the Credit Agreement, the Lenders have provided
their commitment to provide loans and/or letters of credit in the aggregate
amount of up to $125,000,000 to Borrower on a revolving credit basis pursuant to
the terms and conditions of the Credit Agreement (the "Loans and LOC
Obligations");
WHEREAS, the Loans and LOC Obligations are evidenced by certain Notes
from Borrower to the Lenders (the "Notes"), are guaranteed by a certain Guaranty
of even date herewith from Xxxxx Ravinia and are secured by, among other things,
a certain Deed to Secure Debt and Security Agreement from Xxxxx Ravinia to or
for the benefit of Agent, conveying the Property as security for the Loans and
LOC Obligations under the Credit Agreement and recorded or to be recorded in the
public records of the counties where such Property is located (together with all
amendments, modifications, consolidations, increases, supplements and extensions
thereof, the "Security Deed");
WHEREAS, as a condition to the Property becoming a Mortgaged Property
pursuant to Section 5.3 of the Credit Agreement and the making of Loans
thereunder, the Lenders require Borrower and Xxxxx Ravinia to execute and
deliver this Agreement, which provides certain indemnities concerning Hazardous
Materials (as hereinafter defined), presently upon, in or under the Property, or
hereafter placed or otherwise located thereon or therein; and
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WHEREAS, to induce the Lenders to accept the Property as a Mortgaged
Property pursuant to Section 5.3 of the Credit Agreement, Borrower and Xxxxx
Ravinia have agreed to provide this Agreement for the benefit of the Lenders;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
($10.00) Dollars and other good and valuable consideration, the receipt and
sufficient of which are hereby acknowledged, Agent, by its acceptance of
delivery hereof on behalf of the Lenders, and Borrower hereby agree as follows:
1. Definitions. The following definitions shall apply for purposes of this
Agreement:
(a) "Environmental Law" shall mean any federal, state or local statute,
regulation or ordinance or any judicial or administrative decree or decision,
whether now existing or hereinafter enacted, promulgated or issued, with respect
to any Hazardous Materials, drinking water, groundwater, wetlands, landfills,
open dumps, storage tanks, underground storage tanks, solid waste; waste water,
storm water run-off waste emissions or xxxxx. Without limiting the generality of
the foregoing, the term shall encompass each of the following statutes, and
regulations promulgated thereunder, and amendments and successors to such
statutes and regulations, as may be enacted and promulgated from time to time:
(i) the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42
U.S.C. ' 9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976
(42 U.S.C. ' 6901 et seq.); (iii) the Hazardous Materials Transportation Act (49
U.S.C. ' 1803 et seq.); (iv) the Toxic Substances Control Act (15 U.S.C. ' 2061
et seq.); (v) the Clean Water Act (33 U.S.C. ' 1251 et seq.); (vi) the Clean Air
Act (42 U.S.C. ' 7401 et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. '
349; 42 U.S.C. ' 201 and ' 300f et seq.); (viii) the National Environmental
Policy Act of 1969 (42 U.S.C. ' 432); (ix) the Superfund Amendment and
Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29
U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment
and Reauthorization Act (40 U.S.C. ' 1101 et seq.).
(b) "Hazardous Materials" shall mean each and every element, compound,
chemical mixture, contaminant, pollutant, material, waste or other substance
which is defined, determined or identified as hazardous or toxic under any
Environmental Law. Without limiting the generality of the foregoing, the term
shall mean and include:
(i) "hazardous substances" as defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Superfund Amendment and
Reauthorization Act of 1986, or Title III of the Superfund Amendment and
Reauthorization Act, each as amended, and regulations promulgated thereunder;
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(ii) "hazardous waste" as defined in the Resource Conservation and Recovery
Act of 1976, as amended, and regulations promulgated thereunder;
(iii) "hazardous materials" as defined in the Hazardous Materials
Transportation Act, as amended, and regulations promulgated thereunder; and
(iv) "chemical substance or mixture" as defined in the Toxic Substances
Control Act, as amended, and regulations promulgated thereunder.
(c) "Indemnified Parties" shall mean the Agent, the Lenders, the Agent's
and each Lender's parent, subsidiaries and affiliates, each of their respective
shareholders, directors, employees and agents, and the successors and assigns of
any of them; and "Indemnified Party" shall mean any one of the Indemnified
Parties.
(d) "Requisite Lenders" shall have the meaning assigned to such term in the
Credit Agreement.
(e) "Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, storing, escaping, leaching, dumping, or
discarding, burying, abandoning, or disposing into the environment in violation
of Environmental Laws or otherwise requiring action to prevent or mitigate
damage or threats to the public health, welfare, safety or the environment.
(f) "Threat of Release" shall mean a substantial likelihood of a Release
which requires action to prevent or mitigate damage to the environment which may
result from such Release.
2. Indemnity Agreement. Borrower and Xxxxx Ravinia, jointly and severally,
covenant and agree, at their sole cost and expense, to indemnify, defend (at
trial and appellate levels and with attorneys, consultants and experts
reasonably acceptable to the Agent) and hold each Indemnified Party harmless
against and from any and all liens, damages, losses, liabilities, obligations,
settlement payments, penalties, assessments, citations, directives, claims,
litigation, demands, defenses, judgments, suits, proceedings, costs,
disbursements or expenses of any kind or of any nature whatsoever (including,
without limitation, reasonable attorneys', consultants' and experts' fees and
disbursements incurred in investigating, defending against, settling or
prosecuting any claim, litigation or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against such Indemnified Party
or the Property and attributable to events, acts or circumstances first
occurring prior to or during the period Xxxxx Ravinia maintains an ownership
interest in such Property, and arising directly or indirectly from or out of:
(A) the Release or Threat of Release of any Hazardous Materials on, in, under,
from or affecting all or any portion of the Property or any surrounding areas,
regardless of whether or not caused by or within the control of Borrower or
Xxxxx Ravinia; (B) the violation of any Environmental Laws relating to or
affecting the Property, the Borrower or Xxxxx Ravinia, whether or not caused by
or within the control of the Borrower or Xxxxx Ravinia; (C) the failure
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of the Borrower or Xxxxx Ravinia to comply fully with the terms and
conditions of this Agreement, (D) the violation of any Environmental Laws in
connection with other real property of the Borrower or Xxxxx Ravinia which gives
or may give rise to any rights whatsoever in any party with respect to the
Property by virtue of any Environmental Laws; or (E) the enforcement of this
Agreement, including, without limitation, (i) the costs of assessment,
containment and/or removal of any and all Hazardous Materials from all or any
portion of the Property or any surrounding areas affected thereby, (ii) the
costs of any actions taken in response to a Release or Threat of Release of any
Hazardous Materials on, in, under or affecting all or any portion of the
Property or any surrounding areas affected thereby to prevent or minimize such
Release or Threat of Release so that it does not migrate or otherwise cause or
threaten danger to present or future public health, safety, welfare or the
environment, and (iii) costs incurred to comply with the Environmental Laws in
connection with all or any portion of the Property or any surrounding areas
affected thereby, except that such indemnity shall not apply to any Release of
Hazardous Substances or to any violation of Environmental Laws first occurring
after Xxxxx Ravinia has been dispossessed of the Property by the appointment of
a receiver, foreclosure proceedings pursuant to the Security Deed or a transfer
in lieu of such foreclosure. The Agent's, the Lenders' and the other Indemnified
Parties' rights under this Agreement shall be in addition to all rights which
they may have under the Security Deed, the Credit Agreement, the Guaranty, the
Notes, and under any other documents or instruments evidencing, securing or
relating to the Loans and LOC Obligations (the Security Deed, the Credit
Agreement, the Guaranty, the Notes, and such other documents or instruments, as
amended or modified from time to time, being herein referred to as the "Loan
Documents"), and payments by Borrower or Xxxxx Ravinia under this Agreement
shall not reduce Borrower's or Xxxxx Ravinia's obligations and liabilities under
any of the Loan Documents, except for Borrower's or Xxxxx Ravinia's
environmental indemnity obligations under any such Loan Documents.
3. Survival.
(a) The indemnity set forth above in Paragraph 2 shall
survive the repayment and termination of the Loans and LOC
Obligations and any exercise by Agent, on behalf of the Lenders, of
any remedies under the Security Deed, including, without limitation,
the power of sale, or any other remedy in the nature of foreclosure,
and shall not merge with any deed given by Xxxxx Ravinia to Agent, on
behalf of the Lenders, in lieu of foreclosure or any deed under a
power of sale.
(b) It is agreed and intended by Borrower, Xxxxx Ravinia,
Agent and the Lenders that the indemnity set forth above in Paragraph
2 may be assigned or otherwise transferred by the Agent or any Lender
to its successors and assigns, without notice to Borrower and without
any further consent of Borrower or Xxxxx Ravinia. To the extent
consent of any such assignment or transfer is required by law,
advance consent to any such assignment or transfer is hereby given by
Borrower and Xxxxx Ravinia in order to maximize the extent and effect
of the indemnity given hereby.
4. No Waiver. The liabilities of Borrower and/or Xxxxx Ravinia under
this
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Agreement shall in no way be limited or impaired by any amendment or
modification of the provisions of the Loan Documents to or with the Agent or any
Lender by Borrower or Xxxxx Ravinia or any person who succeeds Xxxxx Ravinia as
owner of the Property. In addition, notwithstanding any terms of any of the Loan
Documents to the contrary, the liability of Borrower and Xxxxx Ravinia under
this Agreement shall in no way be limited or impaired by: (i) any extensions of
time for performance required by any of the Loan Documents; (ii) any sale,
assignment or foreclosure of the Notes or the Security Deed or any sale or
transfer of all or part of the Property; (iii) any exculpatory provision in any
of the Loan Documents limiting the Agent's recourse to property encumbered by
the Security Deed or to any other security, or limiting the Lenders' rights to a
deficiency judgment against the Borrower or Xxxxx Ravinia; (iv) the accuracy or
inaccuracy of the representations and warranties made by the Borrower or Xxxxx
Ravinia under any of the Loan Documents; (v) the release of the Borrower or
Xxxxx Ravinia or any other person from performance or observance of any of the
agreements, covenants, terms or conditions contained in the Loan Documents by
operation of law, the Agent's or the Lenders' voluntary act, or otherwise; (vi)
the release or substitution, in whole or in part, of any security for the Notes;
or (vii) the Agent's failure to record the Security Deed or file any UCC-1
financing statements (or the Agent's improper recording or filing of any
thereof) or to otherwise perfect, protect, secure or insure any security
interest or lien given as security for the Notes; and, in such case, whether
with or without notice to Borrower or Xxxxx Ravinia and with or without
consideration.
5. Waiver by Borrower and Xxxxx Ravinia. Each of Borrower and Xxxxx
Ravinia waives any right or claim of right to cause a marshalling of the assets
of Borrower or Xxxxx Ravinia or to cause the Agent, on behalf of the Lenders, to
proceed against any of the security for the Loans and LOC Obligations before
proceeding under this Agreement against Borrower or Xxxxx Ravinia or to proceed
against Borrower or Xxxxx Ravinia in any particular order; Borrower and Xxxxx
Ravinia agrees that any payments required to be made hereunder shall become due
within ten (10) days after Agent's written request.
6. Delay. No delay on the Agent's part in exercising any right, power
or privilege under any of the Loan Documents, on behalf of the Lenders, shall
operate as a waiver of any privilege, power or right hereunder.
7. Releases. Any one or more of Borrower or Xxxxx Ravinia or any other
party liable upon or in respect of this Agreement or the Loans and LOC
Obligations may be released without affecting the liability of any party not so
released.
8. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. Said counterparts shall
constitute but one and the same instrument and shall be binding upon each of the
undersigned individually as fully and completely as if all had signed but one
instrument so that the joint and several liability of each of the undersigned
hereunder shall be unaffected by the failure of any of the undersigned to
execute any or all of the said counterparts.
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9. Notices. Each notice, demand, election or request provided for or
permitted to be given pursuant to this Agreement (hereinafter in this paragraph
9 referred to as "Notice") must be in writing and shall be deemed to have been
sufficiently given or served by personal delivery or by sending same by
overnight courier or by depositing same in the United States Mail, postpaid and
registered or certified, return receipt requested, and addressed as follows:
If to Agent:
Fleet National Bank
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 021 10
Attn: Structured Real Estate
with a copy to:
Fleet National Bank
000 Xxxxxxxxx Xxxxxx Xxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxx
Telecopy No.: (000) 000-0000
If to Borrower or Xxxxx Ravinia:
Xxxxx Equity, Inc.
000 Xxxxx Xxxx, Xxxxx 000,
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telecopy No.: (000) 000-0000
Each Notice shall be effective upon delivery and the time period, in which a
response to such Notice must be given or any action taken with respect thereto
(if any) shall commence to run from the date of receipt. Rejection or other
refusal to accept or the inability to deliver because of changed address for
which no Notice was given shall be deemed to be receipt of the Notice sent. By
giving at least ten (10) days prior Notice thereof, the Agent, Borrower or Xxxxx
Ravinia shall have the right from time to time and at any time during the term
of this Agreement to change their respective addresses and each shall have the
right to specify as its address any other address within the United States of
America, excepting a post office box.
10. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, by telephone or by any other means except by an
instrument in writing signed by the party against whom enforcement of the
change, waiver, discharge or termination is sought.
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11. Binding Effect. Except as herein provided, this Agreement shall
be binding upon Borrower and Xxxxx Ravinia and their respective successors and
assigns, and shall inure to the benefit of the Agent, the Lenders, the other
Indemnified Parties, and their respective successors and assigns.
Notwithstanding the foregoing, neither Borrower nor Xxxxx Ravinia, without the
prior written consent of the Requisite Lenders in each instance, may assign,
transfer or set over to another, in whole or in part, all or any part of its
benefits, rights, duties and obligations hereunder, including, but not limited
to, performance of and compliance with conditions hereof.
12. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.
This agreement and the rights and obligations of the parties hereunder shall in
all respects be governed by, and interpreted and determined in accordance with,
the laws of the Commonwealth of Massachusetts (excluding the laws applicable to
conflicts or choice of law). The Borrower has consented to jurisdiction in
Massachusetts and has agreed to service of process in a certain manner with
respect to any action or claim arising out of this Agreement pursuant to ss.20
of the Credit Agreement. The Borrower has waived its right to a jury trial with
respect to any action or claim arising out of this Agreement pursuant to ss.24
of the Credit Agreement. Xxxxx Ravinia has consented to jurisdiction in
Massachusetts and has agreed to service of process in a certain manner with
respect to any action or claim arising out of this Agreement pursuant to
paragraph 13 of the Guaranty. Xxxxx Ravinia has waived its right to a jury trial
with respect to any action or claim arising out of this Agreement pursuant to
paragraph 18 of the Guaranty.
[signature page follows]
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IN WITNESS WHEREOF, Borrower and Xxxxx Ravinia have caused this
Agreement to be executed as of the day and year first written above.
Signed, sealed and delivered XXXXX EQUITY, INC., a Florida corporation
by Assignor in the presence of:
/S/ Xxxxx Xxxxxx By: /S/ Xxxxxxxxxxx X. Xxxxxx
------------------------------------ --------------------------------
Unofficial Witness Xxxxxxxxxxx X. Xxxxxx
Its Senior Vice President
/S/ Xxx X. Xxxxx
Notary Public
Commission Expiration Date:
[NOTARIAL SEAL]
Signed, sealed and delivered XXXXX RAVINIA, LLC, a Delaware limited
by Assignor in the presence of: liability company
By: XXXXX EQUITY, INC., a Florida
corporation, Its sole Member
/S/ Xxxxx Xxxxxx By: /S/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------- -------------------------------
Unofficial Witness Xxxxxxxxxxx X. Xxxxxx
Its Senior Vice President
/S/ Xxx X. Xxxxx
Notary Public
Commission Expiration Date:
[NOTARIAL SEAL]
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EXHIBIT "A"
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PARCEL ONE (FEE)
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows:
TO FIND THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete monument
located on the northern right-of-way line of Interstate 285 (having a variable
right-of-way width), 20.24 feet West of the northeastern right-of-way line of
Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way width), and run thence N
80(degree) 03' 05" E a distance of 20.24 feet to a point, thence N 80(degree)
03' 05" E a distance of 839.96 feet to a concrete right-of-way monument; thence
N 69(degree) 56' 48" E a distance of 397.59 feet to a point; thence N 00(degree)
59' 05" E a distance of 223.60 feet to a point; thence N 89(degree) 00' 55" W a
distance of 132.60 feet to a point, said point being the TRUE POINT OF
BEGINNING. From the TRUE POINT OF BEGINNING as thus established, run thence N
89(degree) 00' 55" W a distance of 79.22 feet to a point; thence S 45(degree)
59' 05" W a distance of 46.48 feet to a point; thence N 44(degree) 00' 55" W a
distance of 41.83 feet to a point, thence N 00(degree) 59' 05" E a distance of
111.72 feet to a point; thence N 20(degree) 58' 57" E a distance of 100.00 feet
to a point; thence N 00(degree) 59' 05" E a distance of 131.32 feet to a point;
thence N 11(degree) 59' 14" W a distance of 189.52 feet to a point; thence N
00(degree) 59' 05" E a distance of 145.57 feet to a point; thence N 89(degree)
00' 55" W a distance of 45.64 feet to a point, thence S 00(degree) 58' 41" W a
distance of 12.44 feet to a point, thence N 89(degree) 01' 19" W a distance of
24.00 feet to a point, thence N 00(degree) 58' 41" E a distance of 63.00 feet to
a point; thence N 26(degree) 04' 04" W a distance of 35.19 feet to a point,
thence N 00(degree) 58' 41" E a distance of 137.00 feet to a point, thence N
85(degree) 41' 58" E a distance of 27.69 feet to a point, thence S 89(degree)
00' 55" E a distance of 242.00 feet to a point, thence S 00(degree) 59' 05" W
with a distance of 683 .67 feet to a point, thence S 20(degree) 58' 57" W a
distance of 99.40 feet to a point, thence S 00(degree) 59' 05" W a distance of
106.90 feet to a point, said point being the TRUE POINT OF BEGINNING.
The above-described property contains 3.7595 acres (163,763 square feet) and is
shown as Lot C on and described according to that certain Lot Designation Plat
(Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor Title
Insurance Company by Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxx, G.R.L.S. No.
1821, dated September 14, 1989, recorded in Plat Book 90, page 38, DeKalb
County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
PARCEL TWO (DRAINAGE EASEMENT)
A perpetual non-exclusive easement for drainage over and across the following
property:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows: TO FIND
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THE TRUE POINT OF BEGINNING, commence at a Georgia DOT concrete
monument located on the northern right-of-way line of Interstate 285 (having a
variable right-of-way width), 20.24 feet west of the northeastern right-of-way
line of Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way width), and run
thence N 80(degree) 03' 05" E a distance of 20.24 feet to the point of
intersection of the northern right-of-way line of Interstate 285 and the
northeastern right-of-way line of Xxxxxxx-Xxxxxxxx Road, run in a generally
northwesterly and northeasterly direction along said northeastern right-of-way
line at Xxxxxxx-Xxxxxxxx Road the following courses and distances: N 48(degree)
10' 13" W a distance of 38.00 feet to a point, N 14(degree) 52' 32" W a distance
of 25.00 feet to a point; N 11(degree) 44' 52" W a distance of 201.62 feet to a
point; N 14(degree) 52' 30" W a distance of 158.10 feet to a point; along the
arc of a 1001.75 foot radius curve an arc distance of 77.43 feet to a point
(said arc being subtended by a chord bearing N 12(degree) 39' 39" W and having a
length of 77.41 feet); N 07(degree) 50' 17" W a distance of 217.35 feet to a
point N 00(degree) 46' 26" E a distance of 36.66 feet to a point; along the arc
of a 1303.98 foot radius curve an arc distance of 181.44 feet to a point (said
arc being subtended by a chord bearing N 09(degree) 02' 44" E and having a
length of 181.29 feet); along the arc of a 1,292.982 foot radius curve an arc
distance of 166.01 feet to a point, (said arc being subtended by a chord bearing
N 23(degree) 14' 59" E and having a length of 165.90 feet); N 17(degree) 31' 00"
E a distance of 192.5 feet to a point; N 69(degree) 14' 06" W a distance of 7.00
feet to a point; N 20(degree) 45' 35" E a distance of 247.16 feet to a point;
thence departing said northeastern right-of-way line of Xxxxxxx-Xxxxxxxx Road,
run S 89(degree) 01' 19" E a distance of 1,178.29 feet to a point; run thence S
00(degree) 59' 05" W a distance of 1,183.50 feet to a point located along said
northern right-of-way line of Interstate 285; run thence in a generally
southwesterly direction along said northern right-of-way line of Interstate 285
the following courses and distances; S 69(degree) 56' 48" W a distance of 397.59
feet to a point; S 80(degree) 03' 05" W a distance of 839.96 feet to a point,
said point being the TRUE POINT OF BEGINNING.
The above-described property, consisting of 40.7803 acres, is more
particularly shown on, and described according to, that certain Composite Plat
prepared for Ravinia II Associates and Bogamij N. V. and Ticor Title Insurance
Company, by Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137,
dated August 5, 1985, last revised November 13, 1985, said plat being
incorporated herein by this reference, and made a part of this description.
LESS AND EXCEPT
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, containing 2.5653 acres and being designated
as Lot "A" is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "A") prepared for Ravinia I Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated July 31, 1984, last revised November
13, 1985, recorded in Plat Book 81, page 14, DeKalb County, Georgia Records,
which plat is incorporated herein by this reference and hereby made a part of
this description.
AND LESS AND EXCEPT:
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ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, containing 2.4561 acres and being designated
as Lot "A", is more particularly shown on, and described according to that
certain Lot Designation Plat (Lot "B") prepared for Ravinia II Associates,
Bogamij N.V., and Ticor Title Insurance Company, by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated October 8, 1985, last revised
November 13, 1985, recorded in Plat Book 81, page 13, DeKaIb County, Georgia
Records, which plat is incorporated herein by this reference and hereby made a
part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, being more particularly described as
follows:
BEGINNING at a concrete monument found at the intersection of the eastern
right-of-way line of Xxxxxxx-Xxxxxxxx Road (having a variable right-of-way
width), with the northern right-of-way line of Interstate Xxxxxxx Xx. 000; run
thence in a generally northwesterly, northerly and northeasterly direction along
the eastern right-of-way line of Xxxxxxx-Xxxxxxxx Road the following courses and
distances: N 43(degree) 24' 55" W a distance of 45.55 feet to an iron pin;
thence N 17(degree) 28' 40" W a distance of 327.10 feet to an iron pin; thence
along the arc of a 1,049.746 foot radius curve concave to the right (having a
chord bearing N 01(degree) 38' 28" E and a length of 687.64 feet) an arc
distance of 700.57 feet to an iron pin; thence N 20(degree) 45' 35" E a distance
of 240.44 feet to an iron pin placed, said iron pin placed being the TRUE POINT
OF BEGINNING. From the TRUE POINT OF BEGINNING as thus established, continue
along the eastern right-of-way line of Xxxxxxx-Xxxxxxxx Road N 20(degree) 45'
35" E a distance of 247.16 feet to an iron pin found; thence leaving the eastern
right-of-way line of Xxxxxxx-Xxxxxxxx Road, run S 89(degree) 01' 19" E a
distance of 203.03 feet to an iron pin placed; thence S 35(degree) 15' 35" W a
distance of 280.25 feet to an iron pin placed; thence S 63(degree) 00' 35" W a
distance of 88.93 feet to an iron pin placed; thence N 47(degree) 45' 59" W a
distance of 58.12 feet to an iron pin placed; thence N 69(degree) 14' 06" W a
distance of 7.00 feet to an iron pin placed, said iron pin placed being the TRUE
POINT OF BEGINNING.
The above-described property contains .9417 acres and is shown on, and described
according to that certain Survey of Police Precinct Parcel for Xxxxx Atlanta
Limited, prepared by Xxxx-Xxxxxx Engineers, Inc., Xxxxx Xxxxx Xxxxxxxx, G.R.L.S.
No. 2137, dated May 10, 1985, which survey is incorporated herein by this
reference and made a part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, contains 4.5857 acres and is shown as Hotel
Site (Includes Water Feature Site) on, and described according to that certain
Lot Designation Plat (Hotel Site) prepared for Xxxxx Atlanta Limited and
HT/Xxxxx Ravinia Associates, Ltd., prepared by Xxxx-Xxxxxx Engineers, Inc.,
Xxxxx X. Xxxxxxxx, G.R.L.S. No. 2137, dated June 27, 1984, recorded in
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Plat Book 77, page 161, DeKalb County, Georgia Records, which certain Lot
Designation Plat (Hotel Site) is incorporated herein by this reference and
hereby made a part of this description.
AND LESS AND EXCEPT:
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000 xx xxx 00xx
Xxxxxxxx xx XxXxxx Xxxxxx, Xxxxxxx, contains 3.7595 acres (163,763 square feet)
and is shown as Lot C on and described according to that certain Lot Designation
Plat (Lot C) prepared for Ravinia III Associates Limited Partnership and Ticor
Title Insurance Company by Xxxx-Xxxxxx Engineers, Inc., Xxxxx X. Xxxxxx,
G.R.L.S. No. 1821, dated September 14, 1989, recorded in Plat Book 90, page 38,
DeKaIb County, Georgia Records, which survey is incorporated herein and by this
reference made a part hereof.
PARCEL THREE (OPEN SPACE/SCENIC EASEMENT)
A non-exclusive easement for the purpose of preserving open space and
maintaining such open space as a visual appurtenance, as more fully described in
that certain Easement Agreement, dated as of August 1, 1984, by and between
Xxxxx Atlanta Limited, a Georgia limited partnership, and Xxxxx Ravinia I, Ltd.,
a Georgia limited partnership, recorded at Deed Book 5037, page 115, DeKaIb
County, Georgia Records, as said easement is amended by Amendment to Limited
Warranty Deed with Easements, Restrictions, Reservations, Release and Grant of
Development Rights dated December 13, 1996, between Xxxxx Atlanta Limited and
Ravinia III Associates Limited Partnership, recorded at Deed Book 9254, page
693, DeKaIb County, Georgia records. The foregoing easements are more fully
described in that certain Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, from Xxxxx Atlanta
Limited, a Georgia limited partnership, to Ravinia III Associates Limited
Partnership, dated September 28, 1989, recorded at Deed Book 6532, page 201, as
amended by Amendment to Limited Warranty Deed with Easements, Restrictions,
Reservations, Release and Grant of Development Rights, dated December 13, 1996,
recorded at Deed Book 9254, page 693, aforesaid Records; and as amended by
Memorandum of Agreement and Second Amendment to Limited Warranty Deed dated
August 25, 1997, recorded at Deed Book 10696, page 690, aforesaid Records.
PARCEL FOUR
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Restated Declaration of
Covenants, Conditions and Restrictions for Ravinia, dated July 5, 1984, and
recorded at Deed Book 5017, page 266, aforesaid records, as modified by Release
of Utility Easement Area, dated August 2, 1984, and recorded at Deed Book 5037,
page 214, aforesaid records, and as further modified by Release of Utility
Easement Area as contained in Limited Warranty Deed with Easements,
Restrictions, Release and Grant of
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Development Rights from Xxxxx Atlanta Limited to Ravinia III Associates
Limited Partnership, dated September 28, 1989, and recorded at Deed Book 6532,
page 201, aforesaid Records.
PARCEL FIVE
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Storm Sewer, Construction and
Encroachment Easement Agreement between Ravinia II Associates and Ravinia III
Associates Limited Partnership, dated September 28, 1989, and recorded at Deed
Book 6532, page 242, aforesaid Records.
PARCEL SIX
Easements, rights and appurtenances inuring to the benefit of and running with
the title to the insured land under that certain Encroachment Easement from
Xxxxx Atlanta Limited and Ravinia Property Owners Association, Inc., to Ravinia
III Associates Limited Partnership, dated December 13, 1996, and recorded at
Deed Book 9254, page 735, DeKaIb County, Georgia Records. NOTE: This Policy
insures that, so long as said Encroachment Easement remains in effect, the
improvements may remain so long as they shall stand, and that if the same are
damaged or destroyed, they may be replaced in substantially the same condition
and location.
PARCEL SEVEN (COMMUNICATION LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain Communication Line
Easement Agreement between Xxxxx Atlanta Limited and Ravinia Property Owners
Association, Inc. and Ravinia III Associates Limited Partnership, dated June 30,
1995, and recorded at Deed Book 9254, page 698, DeKaIb County, Georgia Records.
PARCEL EIGHT (SIGN EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of
running with the title to the insured land under that certain Sign Easement
Agreement between Xxxxx Atlanta Limited and Ravinia III Associates Limited
Partnership, dated December 13 1996, and recorded at Deed Book 9254, page 722,
DeKaIb County, Georgia Records.
PARCEL NINE (GENERAL UTILITY LINE EASEMENT)
Non-exclusive easement, rights and appurtenances inuring to the benefit of and
running with the title to the insured land under that certain General Utility
Line Easement (and subject to terms
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and conditions contained therein) from Xxxxx Atlanta Limited and Ravinia
Property Owners Association, Inc. to Ravinia III Associates Limited Partnership,
dated December 13, 1996, and recorded at Deed Book 9254, page 763, DeKaIb
County, Georgia Records.
All of the above described property was conveyed by Limited Warranty Deed from
Ravinia III Associates Limited Partnership to Xxxxx Ravinia, LLC dated January
31, 2002 and recorded at Deed Book 12914, page 638, DeKaIb County, Georgia
Records.
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