UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 9, 2002
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
(Exact name of registrant as specified in its charter)
California 0-10831 95-2744492
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrant's telephone number)
N/A
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Consolidated Capital Institutional Properties (the "Partnership" or "CCIP") was
formed in April 1983 for the primary purpose of lending funds to Consolidated
Capital Equity Partners, L.P. ("CCEP"), a California limited partnership. The
Partnership loaned funds to CCEP subject to a non-recourse note with a
participation interest (the "Master Loan"). The loans were made to, and the real
properties that secure the Master Loan were purchased and owned by, CCEP.
The Master Loan matured in November 2000. As a result of CCEP's inability to
repay the Master Loan, ConCap Equities, Inc., CCIP's general partner (the
"General Partner"), exercised CCIP's rights under the Master Loan agreement and
foreclosed on the properties that collateralize the Master Loan.
On August 9, 2002, the general partner of CCEP executed and filed deeds in lieu
of foreclosure on three of the properties of CCEP: Silverado Apartments, The
Knolls Apartments, and Indian Creek Apartments. In addition, on August 13, 2002
the general partner of CCEP executed and filed a deed in lieu of foreclosure on
Tates Creek Village Apartments. With the execution of the deeds in lieu of
foreclosure, title in the properties owned by CCEP is now vested in the
Partnership, subject to the existing liens on such properties including the
first mortgage loans. At this time CCIP intends to continue to operate these
properties as residential apartment complexes.
Along with the deeds in lieu of foreclosure, CCEP has also assigned to the
Partnership its non-controlling general partner interest in three affiliated
partnerships.
Both ConCap Equities, Inc. and ConCap Holdings, Inc., the general partner of
CCEP, are wholly owned subsidiaries of Apartment Investment and Management
Company, a real estate investment trust.
Item 7. Financial Statements and Exhibits
(a) Any required financial statements for the properties acquired as well as
the pro forma information for the Registrant are not included in this
report. Any required financial statements and the pro forma information
will be submitted no later than October 23, 2002.
(c) Exhibits
10.25Assignment of Partnership Rights and Distributions between
Consolidated Capital Equity Partners, L.P., a California limited
partnership, and Consolidated Capital Institutional Properties, a
California limited partnership.
10.26Agreement for Conveyance of Real Property, including exhibits,
thereto, between Consolidated Capital Equity Partners, L.P., a
California limited partnership, and Consolidated Capital Institutional
Properties, a California limited partnership.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
By: ConCap Equities, Inc.
Its General Partner
By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President and Director
Date:
EXHIBIT 10.25
ASSIGNMENT OF PARTNERSHIP RIGHTS AND DISTRIBUTIONS
This ASSIGNMENT OF PARTNERSHIP RIGHTS AND DISTRIBUTIONS (this
"Assignment") is made as of the 13th day of May, 2002 by CONSOLIDATED CAPITAL
EQUITY PARTNERS, L.P., a California limited partnership ("Assignor"), in favor
of Consolidated Capital Institutional Properties, a California limited
partnership ("Assignee"), with reference to the following facts:
Assignee has previously made to Assignor, a loan in the original principal
amount of $164,938,112.00 (the "Loan"), as evidenced by that certain Amended and
Restated Note dated November 15, 1990 (the "Note"), executed by Assignor to the
order of Assignee.
The Loan is secured by, among other things, Assignor's interests in certain
partnerships and other collateral as more fully described below. Concurrently
herewith, Assignor and Assignee, are entering into that certain Agreement for
Conveyance of Real Property dated April 30, 2002 (the "Conveyance Agreement"),
pursuant to which Assignor has agreed to convey to Assignee, all of Assignor's
right, title and interest in the Distributions (as hereinafter defined). It is a
condition precedent to the effectiveness of the Conveyance Agreement that
Assignor execute and deliver this Assignment to Assignee. Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to them
in the Conveyance Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
agreements hereinafter contained, the parties hereto hereby agree as follows: A.
Grant of Absolute Interest. Assignor hereby grants to Assignee all of its right,
title and interest in and to the following described property:
Distributions. All of Assignor's right, title and interest in and to any and all
monies, properties, payments and distributions, however described or derived,
accruing to or becoming due and payable to Assignor from any partnership
interest owned by Assignor (collectively, the "Partnerships"), including,
without limitation, the following: (i) Consolidated Capital Growth Fund, a
California limited partnership, (ii) Consolidated Capital Properties III, a
California limited partnership, (iii) Consolidated Capital Properties IV, a
California limited partnership, (iv) Consolidated Capital Properties V, a
California limited partnership, and (v) Consolidated Capital Properties VI, a
California limited partnership. Such distributions shall include, without
limitation, all profits, loan or advance repayments, priority returns, return of
capital contributions, and sales proceeds, whether such monies, properties,
payments and distributions are made by the Partnerships in respect of operating
profits, sales, exchanges, refinancings, condemnations, or insured losses of
each Partnership's assets, the liquidation of each Partnership's assets and
affairs, management fees, guaranteed payments, repayments of loans,
reimbursements of expenses or otherwise (all of the foregoing being collectively
referred to herein as the "Distributions").
Proceeds, Substitutions, Etc. To the extent not included in Section 1 hereof,
any and all proceeds, products, increases, substitutions, replacements, repairs,
additions and accessions to or of such Distributions, including, without
limitation, all insurance and the proceeds thereof, all condemnation proceeds or
the proceeds of any other form of taking thereof and all real property,
equipment, inventory, accounts, general intangibles, contract rights, documents,
instruments, chattel paper, money, deposit accounts and other tangible or
intangible property received upon the sale or disposition of any of the
foregoing now existing or hereafter arising.
Partnership Acknowledgment. To the extent required, Assignor shall cause each
Partnership and all required partners thereof to execute and deliver to Assignee
a consent to this Assignment. Nothing in this Assignment shall be deemed to
constitute an assumption by Assignee of any liability or obligation of Assignor
with respect to any of the Partnerships.
Assignor Remains Liable. Anything herein to the contrary notwithstanding,
Assignor shall remain liable under each and every Partnership agreement to
perform all of its obligations thereunder to the same extent as if this
Assignment had not been executed, and the exercise by Assignee of any of its
rights hereunder shall not release Assignor from any of its obligations under
each and every agreement of the Partnerships. Assignee shall not have any
obligation or liability under any of the agreements of the Partnerships by
reason of this Assignment, nor shall Assignee be obligated to perform any of the
obligations of Assignor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder. Further Assurances. Assignor agrees
that at any time and from time to time, at the expense of Assignor, Assignor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that Assignee
may request, in order to protect any interest granted or purported to be granted
hereby or to enable Assignee to exercise and to enforce its rights and remedies
hereunder.
Preserving Partnership Assets. Assignor agrees that it shall not (i) cause,
suffer or permit any of the Partnership agreements to be amended or terminated
in any manner which would materially (as reasonably determined by Assignee)
impair the value of the interests or rights of Assignor or which would
materially (as reasonably determined by Assignee) impair the interests or rights
of Assignee; (ii) waive, postpone or modify Assignee's rights to receive any
Distributions under each of the Partnership agreements in any manner which would
materially (as reasonably determined by Assignee) impair the interests or rights
of Assignee; or (iii) waive any default or breach of any of the Partnership
agreements, or give any other consent, waiver or approval thereunder, or take
any other action in connection with any of the Partnership agreements which
would materially (as reasonably determined by Assignee) impair the value of the
interests or rights of Assignee. Any such proposed action shall be submitted in
writing to Assignee at least five (5) business days prior to its execution.
Rights of Assignee.
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All rights of Assignor to receive the Distributions which it would otherwise be
authorized to receive and retain pursuant to each of the Partnership agreements
shall cease, and Assignee shall thereafter have the sole right to receive one
hundred percent (100%) of all Distributions.
All Distributions which are received by Assignor contrary to the provisions of
this Section F shall be received in trust for the benefit of Assignee, shall be
segregated from other funds of Assignor, and forthwith shall be paid over to
Assignee (with any necessary endorsements).
No Partner. Notwithstanding anything to the contrary contained herein, neither
Assignee nor any successor-in-interest thereof shall be deemed to be a partner
in any of the Partnerships for any purposes.
Liability and Indemnification. Assignee shall not be liable to Assignor for any
act or omission by Assignee unless Assignee's conduct constitutes willful
misconduct or gross negligence. Assignor agrees to indemnify and hold Assignee
harmless from and against all losses, liabilities, claims, damages, costs and
expenses (including actual attorneys' fees and disbursements) with respect to
(a) any action taken or any omission by Assignee with respect to this
Assignment, provided that Assignee's conduct does not constitute willful
misconduct or gross negligence, and (b) any claims arising out of Assignor's
ownership of the rights to Distributions under this Assignment.
Absolute Interest; Assignment of Rights. This Assignment shall create an
absolute interest in the Distributions and shall (a) be binding upon Assignor,
his successors and assigns, (b) inure, together with the rights and remedies of
Assignee hereunder, to the benefit of Assignee and its successors, transferees
and assigns, (c) constitute, along with the Conveyance Agreement and the other
documents referred to therein, the entire agreement between Assignor and
Assignee with respect to the matters contained herein, and (d) be severable in
the event that one or more of the provisions herein is determined to be illegal
or unenforceable. Without limiting the generality of the foregoing clause (b),
Assignee may assign or otherwise transfer any interest granted hereunder to any
other person or entity, and such other person or entity shall thereupon become
vested with all the benefits in respect thereof granted to Assignee herein or
otherwise.
Amendments; Waiver. No amendment or waiver of any provision of this Assignment
nor consent to any departure by Assignor herefrom shall in any event be
effective unless the same shall be in writing and signed by Assignee, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Notices. All notices, demands and requests of any kind which either party may be
required or desires to serve upon the other hereunder shall be in writing and
shall be delivered and be effective in accordance with the notice provisions of
the Conveyance Agreement.
Counterparts.This Assignment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Governing Law. This Assignment is to be governed by and construed in accordance
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with the laws of the State of California.
IN WITNESS WHEREOF, Assignor has executed and delivered to Assignee this
Assignment as of the date first above written.
ASSIGNOR:
Consolidated Capital Equity Partners, L.P.,
a California limited partnership
By: ConCap Holdings, Inc.,
a Texas corporation,
its general partner
By: Harry Alcock
Its: Executive Vice President
EXHIBIT 10.26
AGREEMENT FOR CONVEYANCE
OF REAL PROPERTY
THIS AGREEMENT FOR CONVEYANCE OF REAL PROPERTY, (this "Agreement"), made
and entered into as of April 30, 2002, by and between CONSOLIDATED CAPITAL
EQUITY PARTNERS, L.P., a California limited partnership ("Obligor"), and
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, a California limited partnership,
or its nominee(s) ("Purchaser"), is made with reference to the following:
RECITALS
Pursuant to that certain Amended Loan Agreement, dated November 15, 1990 (the
"Loan Agreement") by and between Obligor and Purchaser, Purchaser has made that
certain loan (the "Loan") to Obligor in the original principal amount of
$164,938,112.00 (the "Loan Amount"), as evidenced by that certain Amended and
Restated Note dated November 15, 1990 (the "Note"), executed by Obligor to the
order of Purchaser in the original principal amount of $164,938,112.00. The Note
is secured by, among other things, the following (collectively, the "Trust
Deeds"): (i) that certain Deed of Trust, Assignment of Rents and Security
Agreement dated October 4, 1982 and recorded on October 7, 1982 in Volume 1294
at Page 1268 as modified by (a) that certain First Plan Modification to Deed of
Trust, Assignment of Rents and Security Agreement dated November 15, 1990 and
recorded on November 19, 1990 in Volume 2243 at Page 773, and (b) that certain
Second Plan Modification to Deed of Trust, Assignment of Rents and Security
Agreement dated November 15, 1990 and recorded November 19, 1990 in Volume 2243
at Page 790 (collectively, the "Silverado Trust Deed"), all in the Official
Records of El Paso County, State of Texas (the "El Paso Official Records"),
encumbering that certain real property as more particularly described on Exhibit
A1 attached hereto (the "Silverado Property"), together with the improvements
thereon (the "Silverado Improvements") (the Silverado Property together with the
Silverado Improvements shall hereinafter be referred to as the "Silverado
Project"); (ii) that certain Deed of Trust dated May 5, 1982 and recorded on May
13, 1982, in Book 3564 at Page 25, as modified by (a) that certain Amendment of
Deed of Trust dated July 12, 1983 and recorded on August 29, 1983 in Book 3773
at Page 492, (b) that certain First Plan Modification to Deed of Trust dated
November 15, 1990 and recorded on November 19, 1990 in Book 5791 at Page 348,
and (c) that certain Second Plan Modification to Deed of Trust dated November
15, 1990 and recorded November 19, 1990 in Book 5791 at Page 362 (collectively,
"The Knolls Trust Deed"), all in the Official Records of El Paso County, State
of Colorado (the "El Paso, Colorado Official Records"), encumbering that certain
real property as more particularly described on Exhibit A2 attached hereto
("Knolls Property"), together with the improvements thereon ("The Knolls
Improvements") (The Knolls Property together with The Knolls Improvements shall
hereinafter be referred to as "The Knolls Project"); (iii) that certain (a)
Mortgage, Assignment of Rents and Security Agreement dated March 24, 1982 and
recorded on March 24, 1982 in Mortgage Book 1194 at Page 315, as modified by (1)
that certain First Plan Modification to Mortgage, Assignment of Rents and
Security Agreement dated November 15, 1990 and recorded on November 19, 1990 in
Deed Book 1567 at Page 49 and Mortgage Book 1625 at Page 621, and (2) that
certain Second Plan Modification to Mortgage, Assignment of Rents and Security
Agreement dated November 15, 1990 and recorded November 19, 1990 in Deed Book
1567 at Page 78 and Mortgage Book 1625 at Page 626 (collectively, the "Tates
Creek Trust Deed"), and (b) that certain Fixture Filing dated and recorded in
Fixture Filing Book 5 at Page 149; all in the Official Records of Fayette
County, State of Kentucky (the "Fayette Official Records"), encumbering that
certain real property as more particularly described on Exhibit A3 attached
hereto (the "Tates Creek Property"), together with the improvements thereon (the
"Tates Creek Improvements") (the Tates Creek Property together with the Tates
Creek Improvements shall hereinafter be referred to as the "Tates Creek
Project"); (iv) that certain Mortgage, Assignment of Rents and Security
Agreement dated May 26, 1983 and recorded on May 27, 1983 as shown in Book 4118
at Page 1314, as modified by (a) that certain First Plan Modification to
Mortgage, Assignment of Rents and Security Agreement dated November 15, 1990 and
recorded on November 19, 1990 as shown in Book 6133 Page 1601, and (b) that
certain Second Plan Modification to Mortgage, Assignment of Rents and Security
Agreement dated November 15, 1990 and recorded on November 19, 1990 as shown in
Book 6133 at Page 1612 (collectively, the "Society Park Trust Deed"); all in the
Official Records of Hillsborough County, State of Florida (the "Hillsborough
Official Records"), encumbering that certain real property as more particularly
described on Exhibit A4 attached hereto (the "Society Park Property"), together
with the improvements thereon (the "Society Park Improvements") (the Society
Park Property together with the Society Park Improvements shall hereinafter be
referred to as the "Society Park Project"), (v) that certain Mortgage,
Assignment of Rents and Security Agreement dated May 26, 1983 and recorded on
May 27, 1983 as shown in Book 2432 at Page 224, as modified by (a) that certain
First Plan Modification to Mortgage, Assignment of Rents and Security Agreement
dated November 15, 1990 and recorded on November 19, 1990 as shown in Book 3094
at Page 1661, and (b) that certain Second Plan Modification to Mortgage,
Assignment of Rents and Security Agreement dated November 15, 1990 and recorded
on November 19, 1990 as shown in Book 3094 at Page 1674 (collectively, the
"Society East Trust Deed"); all in the Official Records of Brevard County, State
of Florida (the "Brevard Official Records"), encumbering that certain real
property as more particularly described on Exhibit A5 attached hereto (the
"Society East Property"), together with the improvements thereon (the "Society
East Improvements") (the Society East Property together with the Society East
Improvements shall hereinafter be referred to as the "Society East Project");
(vi) that certain (a) Mortgage, Assignment of Rents and Security Agreement dated
May 26, 1983 and recorded on May 27, 1983 as shown in Book 1460 at Page 1268, as
modified by (1) that certain First Plan Modification to Mortgage, Assignment of
Rents and Security Agreement dated November 15, 1990 and recorded on November
19, 1990 as shown in Book 2241 Page 286, and (2) that certain Second Plan
Modification to Mortgage, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 as shown in Book 2241 at
Page 299 and (b) that certain Mortgage, Assignment of Rents and Security
Agreement dated May 26, 1983 and recorded on May 27, 1983 as shown in Book 1460
at Page 1302, as modified by (1) that certain First Plan Modification to
Mortgage, Assignment of Rents and Security Agreement dated November 15, 1990 and
recorded on November 19, 1990 as shown in Book 2241 at Page 328, and (2) that
certain Second Plan Modification to Mortgage, Assignment of Rents and Security
Agreement dated November 15, 1990 and recorded November 19, 1990 as shown in
Book 2241 at Page 341 (collectively, the "Regency Trust Deed"); all in the
Official Records of Seminole County, State of Florida (the "Seminole Official
Records"), encumbering that certain real property as more particularly described
on Exhibit A6 attached hereto (the "Regency Property"), together with the
improvements thereon (the "Regency Improvements") (the Regency Property together
with the Regency Improvements shall hereinafter be referred to as the "Regency
Project"); (vii) that certain Mortgage, Assignment of Rents and Security
Agreement dated September 13, 1983 and recorded on September 16, 1983 as shown
in Book 11141 at Page 474, as modified by (a) that certain Modification of
Mortgage, Assignment of Rents and Security Agreement dated October 4, 1983 and
recorded on October 7, 1983 as shown in Book 11187 at Page 319, (b) that certain
First Plan Modification to Mortgage, Assignment of Rents and Security Agreement
dated November 15, 1990 and recorded on November 19, 1990 as shown in Book 17928
at Page 441, and (c) that certain Second Plan Modification to Mortgage,
Assignment of Rents and Security Agreement dated November 15, 1990 and recorded
on November 19, 1990 as shown in Book 17928 at Page 452 (collectively, the
"Plantation Trust Deed"); all in the Official Records of Broward County, State
of Florida (the "Broward Official Records"), encumbering that certain real
property as more particularly described on Exhibit A7 attached hereto (the
"Plantation Property"), together with the improvements thereon (the "Plantation
Improvements") (the Plantation Property together with the Plantation
Improvements shall hereinafter be referred to as the "Plantation Project");
(viii) that certain Mortgage, Assignment of Rents and Security Agreement dated
November 8, 1982 and recorded on November 10, 1982 as shown in Document No.
1383268 in Volume 1800 at Page 139, as modified by (a) that certain First Plan
Modification to Mortgage, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 as shown in Document No.
1986905 in Volume 3266 at Page 996, and (b) that certain Second Plan
Modification to Mortgage, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 as shown in Document No.
1986908 in Volume 3267 at Page 9 (collectively, the "Indian Creek Trust Deed");
all in the Official Records of Johnson County, State of Kansas (the "Johnson
Official Records"), encumbering that certain real property as more particularly
described on Exhibit A8 attached hereto (the "Indian Creek Property"), together
with the improvements thereon (the "Indian Creek Improvements") (the Indian
Creek Property together with the Indian Creek Improvements shall hereinafter be
referred to as the "Indian Creek Project"); and (ix) that certain Mortgage,
Assignment of Rents and Security Agreement dated December 30, 1982 and recorded
on January 4, 1983 as shown in Book 4048 at Page 56, as modified by (a) that
certain First Plan Modification to Mortgage, Assignment of Rents and Security
Agreement dated November 15, 1990 and recorded on November 19, 1990 as shown in
Book 6133 at Page 1579, and (b) that certain second Plan Modification to
Mortgage, Assignment of Rents and Security Agreement dated November 15, 1990 and
recorded on November 19, 1990 as shown in Book 6133 at Page 1590 (collectively,
the "Palm Lake Trust Deed"); all in the Hillsborough Official Records,
encumbering that certain real property as more particularly described on Exhibit
A9 attached hereto (the "Palm Lake Property"), together with the improvements
thereon (the "Palm Lake Improvements") (the Palm Lake Property together with the
Palm Lake Improvements shall hereinafter be referred to as the "Palm Lake
Project"). Each of the Trust Deeds is executed by Obligor, as trustor for the
benefit of Purchaser. The Silverado Project, The Knolls Project, the Tates Creek
Project, the Society Park Project, the Society East Project, the Regency
Project, the Plantation Project, the Indian Creek Project, and the Palm Lake
Project are hereinafter collectively referred to as the "Projects." The Loan
Agreement, Note, the Trust Deeds, any fixture filings and all other documents
evidencing, securing or pertaining to the Loan are hereinafter collectively
referred to as the "Loan Documents." Obligor acknowledges and agrees that the
respective Projects are subject to the following senior indebtedness
(collectively, the "Senior Loans"): (i) that certain loan on the Silverado
Project evidenced by that certain Multifamily Note in the original principal
amount of $3,525,000 dated October 2, 2000 in favor of GMAC Commercial Mortgage
Corporation, a California corporation ("GMAC"), and subsequently assigned to
Federal Home Loan Mortgage Corporation ("Freddie Mac") (the "Silverado Senior
Note"); (ii) that certain loan on The Knolls Project evidenced by that certain
Multifamily Note in the original principal amount of $9,900,000 dated October 6,
2000 in favor of GMAC and subsequently assigned to Freddie Mac ("The Knolls
Senior Note"); (iii) that certain loan on the Tates Creek Project as evidenced
by that certain Multifamily Note in the original principal amount of $4,225,000
dated September 28, 2000 in favor of GMAC and subsequently assigned to Freddie
Mac (the "Tates Creek Senior Note"); (iv) that certain loan on the Society Park
Project as evidenced by that certain Multifamily Note in the original principal
amount of $5,330,000 dated September 28, 2000, in favor of GMAC and subsequently
assigned to Freddie Mac (the "Society Park Senior Note"); (v) that certain loan
on the Society East Project as evidenced by that certain Note in the original
principal amount of $2,600,000 dated November 30, 1995, in favor of Lehman, and
subsequently assigned to Freddie Mac and subsequently assigned to GMAC and
modified by that certain Multifamily Note dated September 28, 2000 to the
original amount of $4,120,000 in favor of GMAC and subsequently assigned to
Freddie Mac (the "Society Park East Senior Note"); (vi) that certain loan on the
Regency Project as evidenced by that certain Multifamily Note in the original
principal amount of $7,650,000 dated September 28, 2000, in favor of GMAC and
subsequently assigned to Freddie Mac (the "Regency Senior Note"); (vii) that
certain loan on the Plantation Project as evidenced by that certain Note in the
original principal amount of $7,100,000 dated November 30, 1995, in favor of
Lehman, as assigned to Freddie Mac and subsequently assigned to GMAC and
modified by that certain Multifamily Note dated October 2, 2000 to the original
principal amount of $9,700,000 in favor of GMAC and subsequently assigned to
Freddie Mac (the "Plantation Senior Note"); (viii) that certain loan on the
Indian Creek Project as evidenced by that certain Multifamily Note in the
original principal amount of $8,750,000 dated October 2, 2000, in favor of GMAC,
and subsequently assigned to Freddie Mac (the "Indian Creek Senior Note"); and
(ix) that certain loan on the Palm Lake Project as evidenced by that certain
Note in the original principal amount of $1,750,000 dated November 30, 1995, in
favor of Lehman as assigned to Freddie Mac and subsequently assigned to GMAC and
modified by that certain Multifamily Note dated September 28, 2000 to the
original principal amount of $3,000,000 in favor of GMAC, and subsequently
assigned to Freddie Mac (the "Palm Lake Senior Note"). The Senior Loans are
secured by, among other things, the following (collectively, the "Senior Trust
Deeds"): (i) that certain Multifamily Deed of Trust, Assignment of Rents and
Security Agreement and Fixture Filing dated October 2, 2000 and recorded on
October 3, 2000 in Volume 3865 at Page 635, in the El Paso Official Records (the
"Silverado Senior Trust Deed"), encumbering the Silverado Project; (ii) that
certain Multifamily Deed of Trust, Assignment of Rents and Security Agreement
dated October 6, 2000, and recorded on October 11, 2000 as Document No.
200123469 in the El Paso, Colorado Official Records (the "The Knolls Senior
Trust Deed"), encumbering The Knolls Project; (iii) that certain Multifamily
Mortgage, Assignment of Rents and Security Agreement dated September 28, 2000
and recorded on September 28, 2000 in Mortgage Book 3162 at Page 145, in the
Fayette Official Records ("Tates Creek Senior Trust Deed"), encumbering the
Tates Creek Project; (iv) that certain Multifamily Mortgage, Assignment of Rents
and Security Agreement dated September 28, 2000, and recorded on October 2, 2000
as shown in Book 10398 at Page 642 in the Hillsborough Official Records (the
"Society Park Senior Trust Deed"), encumbering the Society Park Project; (v)
that certain Multifamily Mortgage, Assignment of Rents and Security Agreement
dated November 30, 1995, and recorded on December 13, 1995 as shown in Book 3528
at Page 1260, as amended by that certain Extension and Modification Agreement
dated September 28, 2000 and recorded on October 2, 2000 as shown in Book 4228
at Page 3277 in the Brevard Official Records (the "Society East Senior Trust
Deed"), encumbering the Society East Project; (vi) that certain Multifamily
Mortgage, Assignment of Rents and Security Agreement dated September 28, 2000
and recorded on October 2, 2000 as shown in Book 3931 at Page 344 in the
Seminole Official Records (the "Regency Senior Trust Deed"), encumbering the
Regency Project; (vii) that certain Multifamily Mortgage, Assignment of Rents
and Security Agreement dated November 30, 1995, and recorded on December 12,
1995 as shown in Book 24250 at Page 626, as amended by that certain Extension
and Modification Agreement, dated October 2, 2000 and recorded on October 5,
2000 as shown in Book 30909 at Page 1270 in the Broward Official Records (the
"Plantation Senior Trust Deed"), encumbering the Plantation Project; (viii) that
certain Multifamily Mortgage, Assignment of Rents and Security Agreement dated
October 2, 2000, and recorded on October 4, 2000, as Document No. 3166961 in
Volume 6722 at Page 496 in the Johnson Official Records (the "Indian Creek
Senior Trust Deed"), encumbering the Indian Creek Project; and (ix) that certain
Multifamily Mortgage, Assignment of Rents and Security Agreement dated November
30, 1995, and recorded on December 13, 1995 as shown in Book 7984 at Page 958,
as amended by that certain Extension and Modification Agreement dated September
28, 2000 and recorded on October 2, 2000 as shown in Book 10398 at Page 459 in
the Hillsborough Official Records (the "Palm Lake Senior Trust Deed"),
encumbering the Palm Lake Project. The Loan is also secured by the following
additional collateral (collectively, the "Additional Collateral"): Obligor's
interests in certain partnerships, including, without limitation, the following:
(i) Consolidated Capital Growth Fund, a California limited partnership, (ii)
Consolidated Capital Properties III, a California limited partnership, (iii)
Consolidated Capital Properties IV, a California limited partnership, (iv)
Consolidated Capital Properties V, a California limited partnership, and (v)
Consolidated Capital Properties VI, a California limited partnership
(collectively, the "Partnerships"), and all of Obligor's rights in and to all
payments, distributions or dividends of such Partnerships and all proceeds
thereof. The Loan is in default by failing to repay the Loan at maturity.
Obligor and Purchaser acknowledge (i) that the Purchaser has no obligation to
make any further disbursements under the Loan; and (ii) that as of April 30,
2002, the outstanding principal balance of the Note is $16,327,216.00, and the
accrued but unpaid interest is $370,433,657.00. Purchaser is commencing or will
soon be commencing a judicial foreclosure action on the Society Park Project,
the Society East Project, the Regency Project, the Plantation Project, and the
Palm Lake Project (collectively, the "Foreclosure Properties"). Obligor desires
to convey the Silverado Project, The Knolls Project, the Tates Creek Project and
the Indian Creek Project (collectively, the "Deed-in-Lieu Properties"), and the
Additional Collateral to Purchaser and Purchaser desires to accept the
conveyance of the Deed-in-Lieu Properties and the Additional Collateral in
accordance with the terms and conditions hereinafter set forth. The parties
hereto agree, for the purposes of this Agreement, to allocate 47% of the
obligations under the Note toward the Deed-in-Lieu Properties, and the balance
of the obligations under the Note (e.g., 53% of the obligations under the Note)
toward the Foreclosure Properties.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
Conveyance. Obligor agrees to convey the Deed-in-Lieu Properties and the
Additional Collateral to Purchaser or its designated nominee or its assigns and
Purchaser or its designated nominee or its assigns agrees to accept the
conveyance of the Deed-in-Lieu Properties and the Additional Collateral in
accordance with and subject to the terms and conditions set forth in this
Agreement. As used in this Agreement, the term "Deed-in-Lieu Properties" shall
also include all personal property ("Personal Property") owned by Obligor which
is located on or relates to the Deed-in-Lieu Properties.
Consideration.
- -------------
Effective upon Recordation (as hereinafter defined), in consideration of the
conveyance of the Deed-in-Lieu Properties and the Additional Collateral the
transfer or assignment of all cash, proceeds, reserves, escrow and deposit
accounts, receivables, security deposits and prepaid expenses, and the other
consideration set forth herein to Purchaser or its nominee or its assigns
pursuant to the terms of this Agreement, and subject to the Senior Trust Deeds,
Purchaser agrees (i) not to sue Obligor or any of its constituent partners for
any liability on its obligations under the Loan Agreement, the Note, the Trust
Deeds or any of the other Loan Documents as it relates only to the Deed-in-Lieu
Properties, and agrees to look solely to the Deed-in-Lieu Properties and the
Additional Collateral for satisfaction of that portion of the obligations
relating only to the Deed-in-Lieu Properties (the "Deed-in-Lieu Indebtedness,"
e.g., a total of $181,777,610.31 in interest and principal as of the date
hereof), after the Closing Date (as hereinafter defined), (ii) to assume or
cause its nominee or its assignee to assume the Assumed Obligations (as
hereinafter defined), and (iii) to release Obligor from any liability on the
Deed-in-Lieu Indebtedness provided that Purchaser does not release Obligor from
(i) Obligor's representations and warranties as set forth in Paragraph 7 of this
Agreement and/or (ii) Obligor's obligations under the Loan Agreement, the Note,
or the Trust Deeds relating to the Foreclosure Properties (the "Foreclosure
Indebtedness," e.g., a total of $204,983,262.69 in principal and interest as of
the date hereof). Obligor and Purchaser acknowledge and agree that the foregoing
consideration is fair and adequate.
Purchaser agrees to accept the conveyance of the Deed-in-Lieu Properties, and
the Additional Collateral, and the other collateral set forth herein pursuant to
this Agreement in satisfaction of the liability of Obligor for the Deed-in-Lieu
Indebtedness. Such satisfaction, however, shall not (i) operate to discharge any
of the indebtedness evidenced or secured by the Loan Documents including,
without limitation, the Foreclosure Indebtedness, and Purchaser retains the
right to foreclose the Trust Deeds, collectively or individually, subject to the
rights of the Senior Lender under the Senior Trust Deeds, or (ii) release any
claims Purchaser has against any other persons or parties other than Obligor.
Arms-Length Negotiations. Obligor acknowledges that (i) Obligor is executing
this Agreement freely and voluntarily without any duress or coercion, and (ii)
the transactions hereunder have been based upon arms-length negotiations between
the parties. Obligor acknowledges that Purchaser's agreement to accept the
Deed-in-Lieu Properties subject to the Senior Trust Deeds, and Purchaser's
covenant not to sue Obligor for any liability under the Deed-in-Lieu
Indebtedness in accordance with this Agreement constitutes a substantial
material benefit to Obligor. Obligor desires to convey the Deed-in-Lieu
Properties, the Additional Collateral, and the other consideration set forth
herein for various benefits to Obligor including the following: (i) freeing
Obligor from liability for the continuing costs associated with its ownership of
the Deed-in-Lieu Properties, including the costs for paying the Senior Loans,
and (ii) relieving Obligor from potential long-term losses with respect to the
Deed-in-Lieu Properties.
Assumed Obligations. By its acceptance of title to the Deed-in-Lieu Properties,
Purchaser or its designated nominee or its assigns shall not assume any
obligations to third parties which have claims against Obligor relating to the
Deed-in-Lieu Properties or the Additional Collateral or any agreements
pertaining thereto (other than for obligations from and after the Closing Date
for the operation of the Deed-in-Lieu Properties in the ordinary course of
business), nor shall Purchaser or its designated nominee or its assigns
discharge any such claims occurring or accruing prior to the Closing Date or
relating to any act or omission occurring prior to the Closing Date with respect
to the Deed-in-Lieu Properties, the Additional Collateral, or with respect to
Obligor generally, excepting only those obligations which are specifically set
forth in Exhibit B attached hereto (the "Assumed Obligations"), nor shall any
such claimants have any third party beneficiary rights under this Agreement.
Obligor hereby indemnifies Purchaser and its designated nominee and its assigns
and their respective successors, assigns, transferees, parent corporations,
subsidiaries, affiliates, officers, directors, employees, stockholders,
attorneys, agents, representatives and anyone in privity with any of them
(collectively, the "Indemnified Parties") against any claim, loss, cost,
liability and attorneys' fees suffered or incurred by any of the Indemnified
Parties with respect to any such obligations referred to in the preceding
sentence except the Assumed Obligations. From and after the Closing Date, the
Assumed Obligations shall be the responsibility of and payable by Purchaser or
its designated nominee or its assigns.
The Closing.
- -----------
The closing (the "Closing") of the transactions contemplated under this
Agreement shall occur on or before May 30, 2002, unless otherwise agreed to in
writing by the parties hereto.
The closing date (the "Closing Date") shall be the latest to occur of the date
of recordation ("Recordation") of the following deeds: (i) the Silverado Deed
(as hereinafter defined) in the El Paso Official Records, (ii) The Knolls Deed
(as hereinafter defined) in the El Paso, Colorado Official Records, (iii) the
Tates Creek Deed (as hereinafter defined) in the Fayette Official Records and
(iv) the Indian Creek Deed (as hereinafter defined) in the Johnson Official
Records. The Silverado Deed, the Knolls Deed, the Tates Creek Deed and the
Indian Creek Deed are hereinafter collectively referred to as the "Deeds."
Purchaser and Obligor shall use reasonable efforts to cause all of the Deeds to
be recorded concurrently.
As additional consideration for Purchaser agreeing to enter into this Agreement,
all rents, income, cash, proceeds, security deposits, operating accounts,
reserves, escrow and deposit accounts, receivables, prepaid expenses, deposits
and credits relating to the Deed-in-Lieu Properties held by Obligor or payable
to Obligor as of the Closing Date shall be transferred and assigned for the
benefit of Purchaser or its designated nominee or its assigns as of the Closing
Date. Any rental collected or received by Obligor or Purchaser or its designated
nominee or its assigns after the Closing Date shall be the property of and shall
be turned over to Purchaser or its designated nominee or its assigns. After the
Closing Date, Obligor shall have no further obligation to prosecute any claim or
litigation for past-due rent but Obligor shall cooperate with Purchaser or its
nominee or its assigns, if necessary and requested by Purchaser, in order to
permit Purchaser or its designated nominee or its assigns to prosecute and
preserve any claims against tenants.
By the execution of this Agreement, until the Recordation of the Deeds, neither
party shall be deemed to have waived or affected any rights or remedies it may
have against the other or any collateral pertaining to the Loan.
Documentation. Prior to the Recordation of the Deeds, and as a condition
precedent thereto, Obligor shall deliver to Purchaser the following documents
and items, all in form and substance satisfactory to Purchaser:
Agreement. Three (3) counterparts of this Agreement duly executed by Obligor.
- ---------
The Deeds. A (i) special warranty deed (the "Silverado Deed") in the form of
Exhibit C1, attached hereto, (ii) warranty deed ("The Knolls Deed") in the form
of Exhibit C2, attached hereto, (iii) special warranty deed (the "Tates Creek
Deed") in the form of Exhibit C3, and (iii) limited warranty deed (the "Indian
Creek Deed") in the form of Exhibit C4, attached hereto, each duly executed and
acknowledged by Obligor, pursuant to the terms of which Obligor shall grant to
Purchaser or its designated nominee or its assigns, all of Obligor's right,
title and interest in and to the Deed-in-Lieu Properties.
Bill of Sale. A Bill of Sale in the form of Exhibit D1, Exhibit D2, Exhibit D3
and Exhibit D4 attached hereto, duly executed by Obligor, pursuant to the terms
of which Obligor shall grant to Purchaser, its designated nominee or its
assigns, all of Obligor's right, title and interest in and to the Personal
Property.
Assignment. An Assignment in the form of Exhibit E1, Exhibit E2, Exhibit E3 and
Exhibit E4 attached hereto, duly executed by Obligor, pursuant to the terms of
which Obligor shall assign to Purchaser or its designated nominee or its
assigns, all of Obligor's right, title and interest in and to all intangible
property used in connection with the Deed-in-Lieu Properties and the Additional
Collateral.
Assignment of Leases. Assignment of Leases in the form of Exhibit F1, Exhibit
F2, Exhibit F3 and Exhibit F4 attached hereto, duly executed and acknowledged by
Obligor, pursuant to the terms of which Obligor shall assign to Purchaser or its
designated nominee or its assigns, all of Obligor's right, title and interest in
and to all leases entered into by Obligor with respect to the Deed-in-Lieu
Properties.
Affidavit. The Affidavit in the form of Exhibit G duly executed and acknowledged
by Obligor.
Transfer of Additional Collateral. The Assignment of Partnership Rights and
Distributions in the form of Exhibit H duly executed and acknowledged by
Obligor, with respect to the Additional Collateral.
Termination of Contracts. If requested by Purchaser, a termination of any
contract or agreement affecting the Deed-in-Lieu Properties which is not an
Assumed Obligation, duly executed by Obligor.
Inventory. An inventory (in detail reasonably satisfactory to Purchaser) of all
of the Personal Property to be conveyed to Purchaser or its designated nominee
or its assigns.
Leases, Contracts, Licenses, Permits, etc. The originals or certified copies of
all leases and any amendments thereto, lease files, contracts, management
agreements, personal property leases, accounts payable, tenant finish work
agreements, lease renewal commission agreements, broker commission agreements,
union contracts, rent rolls showing status of rental payment, insurance
policies, security deposit agreements (if separate from the lease), architect's
contracts, construction contracts, engineer's contracts, certificates of
occupancy, plans (including as-built), specifications, surveys, drawings,
warranties, notices from governmental authorities, recent tax bills, approvals,
permits, reports, licenses and royalty agreements affecting or relating to the
Deed-in-Lieu Properties and/or any other documents or agreements to which
Obligor is a party or otherwise pertaining to the Deed-in-Lieu Properties which
Obligor is assigning to Purchaser or its designated nominee or its assigns
pursuant hereto.
Business Records. The originals or certified copies of all records, books of
account, ledgers, banking records, statements and other business records
relating to the ownership and operation of the Deed-in-Lieu Properties, in
whatever mode maintained, including information contained on computer disks.
Senior Loan Documentation. The originals or certified copies of all loan
documentation concerning the Senior Loans, together with such documentation as
Senior Lender shall require in connection with the transfer of the Deed-in-Lieu
Properties to Purchaser, and the foreclosure of the Foreclosure Properties.
Other Documents and Items. A FIRPTA affidavit and such other agreements,
certificates, opinions, records, authorizations, consents, releases,
resolutions, utility transfer letters, keys to all the doors of the improvements
to the Deed-in-Lieu Properties and keys to the Deed-in-Lieu Properties and any
other documents and items as Purchaser may reasonably require to carry out the
intent of this Agreement.
Obligor's Representations and Warranties. Obligor hereby makes as of the date of
this Agreement the following representations and warranties to Purchaser and any
nominee or assigns (which representations and warranties are deemed restated as
of the Closing Date), all of which shall survive any and all inquiries and
investigations made by Purchaser and shall survive the Closing:
Obligor has all requisite power and authority to own the Projects, conduct
its businesses relating thereto, and enter into and consummate the
transactions contemplated by this Agreement.
Obligor does not need to obtain the consent of any third party to perform
its obligations under this Agreement that will not be obtained as of
the Closing Date.
TheLoan Documents, this Agreement and each document delivered pursuant to
it have been duly authorized, executed and delivered by Obligor and
constitutes valid and binding obligations, enforceable against Obligor
in accordance with their terms. Obligor has no offsets, defenses,
claims or counterclaims with respect to its obligations under the Loan
Documents.
Theexecution, delivery and performance of this Agreement will not result
in a breach of or default under any agreement or other instrument to
which Obligor is a party or by which Obligor is bound, or violate any
applicable law, regulation, judgment, or order of, or require approval
by, any government, governmental instrumentality, or court having
jurisdiction over Obligor.
TheDeeds and the other conveyance documents contemplated herein are
absolute conveyances to Purchaser, or its nominee or its assigns, of
title to the property described therein, in effect as well as in form,
and are not intended as security for the payment or repayment of any
indebtedness or the performance of any other obligation of Obligor of
any kind or nature whatsoever; the Deeds and such other conveyance
documents are not subject to any redemption rights; and there is no
agreement or understanding, oral or written, between Purchaser, Obligor
or any other person or entity, relative to the reconveyance of said
property for the benefit of Obligor or to any division of cash or other
proceeds realized from said property.
Obligor has not dealt with any person, firm or corporation who is or may
be entitled to any brokerage commission, finder's fee or other like
payment pertaining to the transactions contemplated hereby which will
in any way be binding upon or constitute a liability of Purchaser or
its nominee or its assigns.
To the best of Obligor's knowledge, neither this Agreement nor any other
agreement, document, certificate or statement furnished to Purchaser or
its nominee or its assigns by Obligor in connection with this Agreement
or the Closing contains any untrue statement.
Obligor is not a "foreign person" and Obligor is a "United States Person"
pursuant to Section 7701(a)(30) of the Internal Revenue Code of 1986,
as amended.
Obligor has retained counsel to represent it in the transaction
contemplated herein; Obligor has read and understands this Agreement;
and Obligor has been advised by its counsel with respect to its rights
and obligations under this Agreement.
Therecitals set forth hereinabove are true and correct in all material
respects, including, without limitation, the recital concerning the
fact that the Loan is in default and the recital with respect to the
outstanding indebtedness due and owing on the Loan.
Theconsideration which Obligor shall receive hereunder for the conveyance
of the Deed-in-Lieu Properties is fair, adequate and substantial.
Obligor is not in default under the terms of the Senior Loans, and the
current outstanding principal balances, accrued interest and other fees
and costs payable on the Senior Loans as of April 30, 2002 are as
follows:
Loan Principal Balance Accrued Interest Other Fees/Costs
Silverado $ 3,409,205 $ 22,359 $ 0
---------------- ----------- ----------
The Knolls $ 9,590,637 $ 62,179 $ 0
---------------- ----------- ----------
Tates Creek $ 4,084,747 $ 26,483 $ 0
---------------- ----------- -----------
Indian Creek $ 8,478,168 $ 55,320 $ 0
---------------- ----------- -----------
Society Park $ 5,153,477 $ 33,960 $ 0
---------------- ----------- -----------
Society East $ 3,983,710 $ 25,979 $ 0
---------------- ----------- ------
Regency $ 7,396,641 $ 48,175 $ 0
---------------- ----------- ------
Plantation $ 9,398,655 $ 61,448 $ 0
---------------- ----------- ------
Palm Lake $ 2,901,336 $ 19,004 $ 0
---------------- ----------- ------
Allof the foregoing representations and warranties shall be true, correct
and complete and shall be deemed to have been restated at and as of the
Closing Date. All representations and warranties made by Obligor in
this Agreement or in any certificate or other document delivered to
Purchaser or its nominee or its assigns by or on behalf of Obligor
pursuant to or in connection with this Agreement shall be deemed to
have been relied upon by Purchaser or its nominee or assigns,
notwithstanding any investigation heretofore or hereafter made by
Purchaser or its nominee or its assigns or on their behalf, and Obligor
hereby acknowledges such reliance by Purchaser in entering into this
Agreement; and all of such representations and warranties shall survive
Recordation for a period of five (5) years during which period claims
for any breach of such representations and warranties may be made.
Closing Costs. Except as expressly set forth in this Agreement,each party shall
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pay for its own costs and expenses relating to the transactions contemplated by
this Agreement.
Accuracy of Documents. Obligor and Purchaser hereby acknowledge that this
Agreement and the other documents referred to herein accurately reflect the
agreements and understandings of the parties hereto with respect to the subject
matter hereof, and Obligor and Indemnified Parties each hereby waive any claims
against the other that it may now have or may hereafter acquire to the effect
that the actual agreements and understandings of the parties hereto with respect
to the subject matter hereof may not be accurately set forth in this Agreement
and such other documents.
No Merger. The parties hereto acknowledge and agree that notwithstanding
Purchaser's aforementioned covenant not to sue Obligor for any liability under
the Loan Documents relating to the Deed-in-Lieu Indebtedness, all of the Loan
Documents which evidence or secure the Deed-in-Lieu Indebtedness and the
Foreclosure Indebtedness shall remain in full force and effect after the
transaction contemplated by this Agreement has been consummated. The parties
hereto further acknowledge and agree that it is their intention that the
beneficial interest under the Trust Deeds and the liens under any fixture
filings shall not merge with or into, but are and shall remain at all times
separate and distinct from, the fee title in the Deed-in-Lieu Properties
acquired by Purchaser or its nominee or its assigns, notwithstanding any union
of interest in Purchaser or its nominee or its assigns at any time, and that the
respective liens created by the Trust Deeds and the liens under any fixture
filings shall be and remain at all times valid and continuous respective liens
on the Deed-in-Lieu Properties.
No Third Parties Benefitted. This Agreement is made and entered into by the
parties hereto for the benefit and protection of such parties, and no other
person or entity shall have any rights or interest hereunder.
Warranties. All express and implied warranties and guaranties with respect to
the Deed-in-Lieu Properties, or with respect to any improvement, property,
maintenance agreement or service agreement relating thereto, which currently run
for the benefit of Obligor are, to the extent assignable, hereby assigned by
Obligor to Purchaser or its nominee or its assigns, effective upon the Closing
Date. Obligor agrees to execute any further document or instrument reasonably
necessary or desirable to carry out the intent of this assignment.
Notices and Demands. All written notices or demands of any kind which the
parties hereto may be required or may desire to serve on the others in
connection with this Agreement shall be served (as an alternative to personal
service) by registered or certified mail, return receipt requested. Any such
notice or demand so served by registered or certified mail shall be deposited in
the United States mail with postage thereon fully prepaid, return receipt
requested, and if the party so to be served be Obligor, addressed to Obligor as
follows:
Consolidated Capital Equity Partners
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
and, if the party so to be served be Purchaser, addressed to Purchaser as
follows:
Consolidated Capital Institutional
Properties
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
Service of any such notice or demand so made by mail shall be deemed
complete on the date of actual delivery as shown by the addressee's registry or
certification receipt or at the expiration of the third (3rd) business day after
mailing, whichever is earlier in time. The parties hereto may from time to time,
by notice in writing served upon the others as aforesaid, designate a different
mailing address or different person to whose attention all such written notices
or demands are thereafter to be addressed.
Quiet Enjoyment. From and after the Closing Date, Obligor shall take no action
whatsoever which would interfere with Purchaser's or its designated nominee's or
its assigns' possession, ownership or quiet enjoyment of the Deed-in-Lieu
Properties.
Release. Effective upon the Closing, Obligor hereby releases Purchaser and its
designated nominee and its assigns and their respective successors, assigns,
transferees, parent corporations, subsidiaries, affiliates, officers, directors,
employees, stockholders, attorneys, agents, representatives and anyone in
privity with any of them (collectively, "Releasees") from and against any and
all claims, damages, liabilities, obligations, actions and causes of action,
whether sounding in tort, contract, equity or otherwise, whether known or
unknown, whether suspected or unsuspected, which Obligor has as of the Closing
Date against any of the Releasees, or may thereafter have against any of the
Releasees, arising out of any act, failure to act, event or state of facts
occurring on or prior to the Closing Date relating to the Loan Agreement, the
Note, the Trust Deeds, any of the other Loan Documents, or the Deed-in-Lieu
Properties. Without limiting the generality of the foregoing, Obligor expressly
acknowledges and agrees that Purchaser or its designated nominee or its assigns
shall be entitled to sell the Deed-in-Lieu Properties and keep the proceeds
derived therefrom and Obligor shall have no claim to the Deed-in-Lieu Properties
or such proceeds.
Obligor hereby waives any rights it may have to assert a "vendor's lien"
against Purchaser and/or the Deed-in-Lieu Properties.
Obligor hereby waives any rights it may have under Section 1542 of the
California Civil Code which reads:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR."
Obligor understands that it may later discover facts in addition to or different
from the facts it now believes to be true and that it may later discover claims
it does not now suspect. The parties intend for this release to operate as a
final and irrevocable release of all of their claims, and accordingly agree that
this release may not be terminated or rescinded because of any later discovery
by Obligor of different or additional facts or any unknown or unsuspected past
claim.
Obligor represents and warrants that it has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity any
matter released hereby or any portion thereof or interest therein.
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Initials of Obligor
No Partnership. Nothing herein shall be construed as creating a joint venture or
partnership between Obligor and Purchaser or its designated nominee or its
assigns.
Attorney-in-Fact. Obligor hereby constitutes Purchaser or its nominee or its
assigns, and each of them, as Obligor's attorney-in-fact, effective upon the
Closing, with full power of substitution, to take all actions and to sign all
documents in its own name or in the name of Obligor which may be necessary or
desirable in order to do any and every act which Obligor might do on its own
behalf in order to carry out the intent and spirit of this Agreement and the
transactions contemplated thereby. Purchaser or its designated nominee or its
assigns shall give Obligor five (5) business days' prior written notice (either
by overnight mail e.g. Federal Express, or by telecopier) before taking any such
action or signing any such document. This power of attorney is a power coupled
with an interest and is irrevocable.
Entire Agreement. This Agreement and the exhibits hereto and documents referred
to herein, contain the entire agreement between the parties hereto and supersede
any and all prior agreements, verbal discussions and representations and
warranties of either party hereto.
No Waiver of Default. No waiver by Purchaser of any default or other obligation
of Obligor hereunder shall be effective unless in writing, nor shall any waiver
operate as a waiver of any other default or of the same default on a future
occasion.
Time of Essence. Time is of the essence of this Agreement.
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Counterparts. Separate counterparts of this Agreement may be executed by the
parties hereto, each of which shall constitute an original and all of which
shall constitute a single agreement, as though the same counterpart had been
executed simultaneously by all parties hereto.
Assignment and Successors. This Agreement shall be binding upon and inure to the
benefit of Obligor and Purchaser and Purchaser's designated nominee and its
assigns (collectively, the "Parties") and the Parties' respective legal
representatives, successors and assigns; provided that Obligor shall have no
power to assign any of its rights or duties under this Agreement without the
prior written consent of Purchaser and any such purported assignment without
such consent shall be void.
Attorneys' Fees. In any action or proceeding brought by any party hereto to
enforce any provision of this Agreement or to seek damages for a breach of any
provision hereof, or where any provision hereof is successfully asserted as a
defense, the prevailing party shall be entitled to recover reasonable attorneys'
fees in addition to any other available remedy.
Written Modification. This Agreement or any provision hereof may be changed,
waived or terminated only by a statement in writing signed by the party against
which enforcement of the change, waiver or termination is sought to be enforced.
Gender. In this Agreement, the masculine gender includes the feminine and
neuter, and the singular number includes the plural, and vice versa, where the
context so indicates.
Applicable Law. This Agreement shall be construed under and enforced in
accordance with the laws of the State of California.
Interpretation. Each of the Parties hereto has agreed to the use of the
particular language of the provisions of this Agreement, and any question of
doubtful interpretation shall not be resolved by any rule providing for
interpretation against the party who causes the uncertainty to exist or against
the drafter of this Agreement.
Headings. The various headings of this Agreement are included for convenience
only and shall not affect the meaning or interpretation of this Agreement or any
provision hereof.
Cooperation. The Parties hereto shall each cooperate with the other to take all
additional actions and execute and deliver all additional documents necessary or
desirable to effectuate the provisions and spirit of this Agreement; provided,
however, that after the Closing has occurred, neither party shall be required to
incur additional costs to so cooperate except for incidental administrative
costs.
No Contest of Judicial Foreclosure/Cooperation. Obligor agrees not to contest,
impede, hinder or delay in any way, the judicial foreclosure of the Foreclosure
Properties, and further agrees to cooperate with Purchaser and take all actions
and execute and deliver all documents reasonably necessary or desirable to
effectuate such foreclosure.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first hereinabove written.
"Purchaser" "Obligor"
Consolidated Capital Institutional Consolidated Capital Equity Partners,
Properties, a California limited L.P., a California limited partnership
partnership
By: ConCap Holdings, Inc., a Texas
By: ConCap Equities, Inc., a Delaware corporation, its general partner
corporation, its general partner
By:
By: Harry Alcock
Patrick J. Foye Its: Executive Vice President
Its:Executive Vice President
SCHEDULE OF EXHIBITS
Exhibit A1 - Legal Description of Silverado Property
Exhibit A2 - Legal Description of The Knolls Property
Exhibit A3 - Legal Description of Tates Creek Property
Exhibit A4 - Legal Description of Society Park Property
Exhibit A5 - Legal Description of Society East Property
Exhibit A6 - Legal Description of Regency Property
Exhibit A7 - Legal Description of Plantation Property
Exhibit A8 - Legal Description of Indian Creek Property
Exhibit A9 - Legal Description of Palm Lake Property
Exhibit B - Assumed Obligations
Exhibit C1 - Silverado Deed
Exhibit C2 - The Knolls Deed
Exhibit C3 - Tates Creek Deed
Exhibit C4 - Indian Creek Deed
Exhibit D1 - Bill of Sale (Silverado)
Exhibit D2 - Bill of Sale (The Knolls)
Exhibit D3 - Bill of Sale (Tates Creek)
Exhibit D4 - Bill of Sale (Indian Creek)
Exhibit E1 - Assignment (Silverado)
Exhibit E2 - Assignment (The Knolls)
Exhibit E3 - Assignment (Tates Creek)
Exhibit E4 - Assignment (Indian Creek)
Exhibit F1 - Assignment of Leases (Silverado)
Exhibit F2 - Assignment of Leases (The Knolls)
Exhibit F3 - Assignment of Leases (Tates Creek)
Exhibit F4 - Assignment of Leases (Indian Creek)
Exhibit G - Affidavit
Exhibit H - Assignment of Partnership Rights and Distributions
EXHIBIT A1
Legal Description of Silverado Property
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet. Being the same
property conveyed in Quitclaim Deed dated November 15, 1990, from Consolidated
Capital Equity Partners, a California General Partnership, to Consolidated
Capital Equity Partners L.P., a California Limited Partnership, recorded on
March 5, 1991, in Volume 2278, Page 2265, Real Property Records of El Paso
County, Texas.
EXHIBIT A2
Legal Description of The Knolls Property
All that certain real property located in El Paso County, Colorado, and
described as follows:
PARCEL A: ALL OF BLOCK 1, GATEHOUSE GARDEN, CITY OF COLORADO SPRINGS, EL PASO
COUNTY, COLORADO, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK L-2, AT
PAGE 56.
PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 12 IN TOWNSHIP 14 SOUTH, RANGE 67 WEST OF THE 6TH P.M., DESCRIBED AS
FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 12 WITH THE NORTH LINE OF ERVAY STREET
IN ADDITION NO. 2 TO THE TOWN OF WEST COLORADO SPRINGS; THENCE NORTH ON THE WEST
LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 12 A
DISTANCE OF 150 FEET; THENCE EAST 50 FEET; THENCE SOUTH 150 FEET; THENCE WEST 50
FEET TO THE POINT OF BEGINNING, EL PASO COUNTY, COLORADO, EXCEPT THAT PORTION
CONVEYED TO EL PASO COUNTY BY DEED RECORDED JANUARY 23, 1963, IN BOOK 1942, AT
PAGE 612, EL PASO COUNTY, COLORADO.
EXHIBIT A3
Legal Description of Tates Creek Property
All that certain property located in Fayette County, Kentucky, and described as
follows:
ALL that tract or parcel of land situated on the westerly side of Tates Creek
Pike, on the northerly side of Kirklevington Drive and on the southerly side of
New Circle Road S.E. in Lexington, Fayette County, Kentucky, containing 12.00
acres, and being all of Lot 1, Block A of the final record plat of Kirklevington
South, as recorded in Plat Cabinent A, Slide 224, in the Fayette County Clerk's
Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California Limited Partnership, by CONSOLIDATED CAPITAL EQUITY PARTNERS, a
California General Partnership, through Quit Claim Deed dated November 15, 1990,
now of record in Deed Book 1567, Page 58, Fayette County Clerk's Office.
EXHIBIT A4
Legal Description of Society Park Property
All that certain real property located in Hillsborough County, Florida described
as follows:
A tract in the Southwest 1/4 of the Southeast 1/4 of Section 27, Township 28
South, Range 19 East, Hillsborough County, Florida described as follows:
From the Southeast corner of said Southwest 1/4 of the Southeast 1/4 of Section
27, run North 0(degree)53'07" East along the East boundary of said Southwest 1/4
of the Southeast 1/4 of Section 27 a distance of 30.00 feet, run thence South
89(degree)54'07" West, parallel to the South boundary of said Southwest 1/4 of
the Southeast 1/4 of Section 27 and along the North right-of-way line of Sligh
Avenue, a distance of 501.05 feet to a Point of Beginning; from said Point of
Beginning continue South 89(degree)54'07" West along the North right-of-way line
of Sligh Avenue a distance of 389.50 feet to a point which is 434.00 feet East
of the West boundary of said Southwest 1/4 of Southeast 1/4 of Section 27; run
thence North 0(degree)48'15" East, parallel to the West boundary of said
Southwest 1/4 of the Southeast 1/4 of Section 27, a distance of 703.23 feet; run
thence South 89(degree)46'07" West, parallel to the North boundary of said
Southwest 1/4 of the Southeast 1/4 of Section 27, a distance of 130.00 feet; run
thence South 84(degree)04'38" West a distance of 95.65 feet; run thence South
89(degree)46'07" West, parallel to the North boundary of said Southwest 1/4 of
the Southeast 1/4 of Section 27, a distance of 75.00 feet to a point on the East
right of way line of 56th Street (State Road No. S-583); run thence North
0(degree)48'15" East along said East right-of-way line a distance of 59.50 feet
to a point which is 546.00 feet South of the North boundary of said Southwest
1/4 of the Southeast 1/4 of Section 27; run thence North 89(degree)46'07" East,
parallel to the North boundary of said Southwest 1/4 of the Southeast 1/4 of
Section 27, a distance of 627.00 feet; run thence North 0(degree)48'15" East,
parallel to the West boundary of said Southwest 1/4 of the Southeast 1/4 of
Section 27, a distance of 200.00 feet; run thence North 89(degree)46'07" East,
parallel to the North boundary of said Southwest 1/4 of the Southeast 1/4 of
Section 27, a distance of 365.09 feet to a point which is 200.00 feet West of
the East boundary of Said Southwest 1/4 of the Southeast 1/4 of Section 27; run
thence South 0(degree)53'07" West, parallel to the East boundary of said
Southwest 1/4 of the Southeast 1/4 of Section 27, a distance of 56.83 feet to a
point which is 928.00 feet North of the South boundary of said Southwest 1/4 of
the Southeast 1/4 of Section 27; run thence North 89(degree)54'07" East,
parallel to the South boundary of said Southwest 1/4 of the Southeast 1/4 of
Section 27, a distance of 100.00 feet; run thence South 0(degree)53'07" West,
parallel to and 100.00 feet West of the East boundary of said Southwest 1/4 of
the Southeast 1/4 of Section 27, a distance of 194.61 feet; run thence North
89(degree)11'45" West a distance of 402.00 feet; run thence South
0(degree)48'15" West, parallel to the West boundary of said Southwest 1/4 of
Southeast 1/4 of Section 27, a distance of 709.71 feet to the Point of
Beginning; less and except all road rights of way.
(Known as Society Park Temple Terrace I)
AND
A Tract in the Southwest 1/4 of the Southeast 1/4 of Section 27, Township 28
South, Range 19 East, Hillsborough County, Florida, described as follows:
From the Southeast corner of said Southwest 1/4 of the Southeast 1/4 of Section
27, run North 0(degree)53'07" East along the East boundary of said Southwest 1/4
of the Southeast 1/4 of Section 27, a distance of 30.0 feet; run thence South
89(degree)54'07" West, parallel to the South boundary of said Southwest 1/4 of
the Southeast 1/4 of Section 27 and along the North right-of-way line of Sligh
Avenue, a distance of 100.00 feet to a Point of Beginning. From said Point of
Beginning continue South 89(degree)54'07" West along the North right-of-way line
of Sligh Avenue, a distance of 401.05 feet; thence run North 0(degree)48'15"
East a distance of 709.71 feet; run thence South 89(degree)11'45" East, a
distance of 402.00 feet to a point which is 100.00 feet West of the East
boundary of said Southwest 1/4 of the Southeast 1/4 of Section 27; run thence
South 0(degree)53'07" West, parallel with the East boundary of said Southwest
1/4 of the Southeast 1/4 of Section 27, a distance of 703.39 feet to the Point
of Beginning; less and except all road rights of way.
(Known as Society Park Temple Terrace II)
The property described in the legal description shown above is the same property
that was conveyed to Consolidated Capital Equity Partners L.P., a California
limited partnership, by Deed recorded November 19, 1990, in Deed Book 6133, Page
1609.
EXHIBIT A5
Legal Description of Society East Property
All that certain real property located in Brevard County, Florida described as
follows:
All of Block 3, PLAT OF BURNS VILLAGE, SECTION ONE, according to the Plat
thereof, as recorded in Plat Book 12, Page 13, of the Public Records of Brevard
County, Florida, and the Northerly 16 feet of Avenue Francis Joseph, Jr., and
the Southerly 16 feet of Avenue Mary Joye, as platted adjoining Block 3 of BURNS
VILLAGE, SECTION ONE, as recorded in Plat Book 12, Page 13, of the Public
Records of Brevard County, Florida, being more particularly described as
follows:
Begin at the intersection of the West right of way line of Burns Boulevard (a 60
foot right of way) with the North right of way line of Avenue Francis Joseph,
Jr. (a 34 foot right of way as it now exists per Official Records Book 2386,
Page 2483), run thence S 89'21'30" W along said North right of way line a
distance of 630.20 feet to a point on the Southerly extension of the West line
of aforesaid Block 3, thence N 02'13'00" W, along said West line and its
Northerly and Southerly extensions thereof, a distance of 243.02 feet to a point
on the South right of way line of Avenue Mary Joye (a 34 foot right of way as it
now exists per Official Records Book 2386, Page 2483); thence N 89'21'30" E
along said South right of way line a distance of 630.52 feet to a point on the
West right of way line of said Burns Boulevard, thence S 02'08'20" E along said
West right of way line a distance of 243.01 feet to the point of beginning.
All of Block 4, PLAT OF BURNS VILLAGE, SECTION ONE, according to the Plat
thereof, as recorded in Plat Book 12, Page 13, of the Public Records of Brevard
County, Florida, and the Northerly 16 feet of Avenue Francis Joseph, Jr., and
the Southerly 16 feet of Avenue Mary Joye, as platted adjoining Block 4 of BURNS
VILLAGE, SECTION ONE, as recorded in Plat Book 12, Page 13, of the Public
Records of Brevard County, Florida, being more particularly described as
follows:
Begin at the intersection of the West right of way line of Burns Boulevard (a 60
foot right of way) with the North right of way line of Avenue Francis Joseph,
Jr. (a 34 foot right of way as it now exists per Official Records Book 2386,
Page 2483); run thence N 02'08'20" W along said East right of way line a
distance of 243.01 feet to a point on the South right of way line of Avenue Mary
Joye (a 34 foot right of way as it now exists per Official Records Book 2386,
Page 2483), thence N 89'21'30" E along said South right of way line a distance
of 630.00 feet to a point on the Northerly extension of the East line of said
Block 4, thence S 02'08'20" E, along the said East line and its Northerly and
Southerly extensions thereof, a distance of 243.01 feet to a point on the North
right of way line of said Avenue Francis Joseph, Jr., thence S 89'21'30" W along
said North right of way line a distance of 630.00 feet to the POINT OF
BEGINNING.
BEARINGS ARE BASED ON THE NORTH RIGHT OF WAY LINE OF AVENUE FRANCIS JOSEPH ,
JR., WHICH BEARS S 89(degree)21'30" W PER PLAT OF BURNS VILLAGE, SECTION ONE, AS
RECORDED IN PLAT BOOK 12, PAGE 13, OF THE PUBLIC RECORDS OF BREVARD COUNTY,
FLORIDA.
The property described in the legal description shown above is the same property
that was conveyed to Consolidated Capital Equity Partners L.P., a California
limited partnership, by Deed recorded November 19, 1990, in Deed Book 3094, Page
1671.
Legal Description of Regency Property
All that certain real property located in Seminole County, Florida described as
follows:
Beginning at the Northwest corner of the Northeast 1/4 of the Northeast 1/4 of
Section 20, Township 21 South, Range 30 East; run thence along the Northerly
line of said Northeast 1/4 of the Northeast 1/4, South 89 degrees, 53 minutes,
42 seconds East, 203.21 feet to the Southwesterly right-of-way line of State
Road 436; thence along said right-of-way line South 47 degrees, 12 minutes, 42
seconds East, 935 feet; thence South 42 degrees,47 minutes, 18 seconds West
1,176.41 feet; thence North 47 degrees, 12 minutes, 42 seconds West, 255.54
feet; thence parallel with West line of said Northwest 1/4 of the Northeast 1/4
North 0 degrees, 13 minutes, 10 seconds West, 1325.45 feet to the North line of
said Northwest 1/4 of the Northeast 1/4; thence South 89 degrees, 53 minutes, 42
seconds East, 102.37 feet to the Point of Beginning; all lying and being in
Seminole County, Florida.
Contains 902,795 square feet or 20.725 acres, more or less.
The property described in the legal description shown above is the same property
that was conveyed to Consolidated Capital Equity Partners L.P., a California
Limited Partnership by that certain Deed recorded on November 19, 1990, in Deed
Book 2241, Page 0296 and that certain Deed recorded on November 19, 1990, in
Deed Book 2241, Page 0338.
EXHIBIT A7
Legal Description of Plantation Property
All that certain real property located in Broward County, Florida described as
follows:
A part of the Southeast Quarter (S.E. 1/4) of Section 4, Township 50 South,
Range 41 East, also being part of Block 4, Section 4, Township 50 South, Range
41 East of the Subdivision of EVERGLADES PLANTATION CO. SUB., as recorded in
Plat Book 2 of Page 7 of the Public Records of Dade County, Florida, more
particularly described as follows:
Commence at the Northeast corner of the Southeast Quarter (SE 1/4) of Section 4
Township 50 South, Range 41 East; thence Westerly along the North line of the
said Southeast Quarter (SE 1/4) a distance of 51.02 feet to the Point of
Beginning; thence continue Westerly along the last described course a distance
of 523.83 feet to a point; thence Southerly on an included angle (S.E. Quadrant)
of 88(degree) 20'10" a distance of 240 feet to a point; thence Easterly on an
included angle (N.E. Quadrant) of 91(degree) 39'50", a distance of 200 feet to a
point; thence Southerly on an excluded angle (S.W. Quadrant) of 91(degree)
39'50" a distance of 482.71 feet to a point; thence Westerly on an excluded
angle (N.W. Quadrant) of 88(degree) 19'39" a distance of 323.11 feet to a point;
thence Southerly on an included angle (S.E. Quadrant) of 83(degree) 13'59" a
distance of 644.32 feet to a point; thence Easterly on an included angle (N.E.
Quadrant) of 91(degree) 41'01" a distance of 546.81 feet to a point; thence
Northerly on an included angle (N.W. Quadrant) of 88(degree) 19'39" a distance
of 404.99 feet to a point; thence Easterly on an excluded angle (S.E. Quadrant)
of 88(degree) 19'39" a distance of 400.00 feet to a point; thence Northerly on
an included angle (N.W. Quadrant) of 88(degree) 19'39" a distance of 962.12 feet
to the Point of Beginning. Said lands situate, lying and being in Broward
County, Florida.
ALL OF Parcel A, of WINDMILL VILLAGE, according to the Plat thereof, as recorded
in Plat Book 80, at page 21, of the Public Records of Broward County, Florida;
LESS AND EXCEPT a portion thereof being more particularly described as follows:
Beginning at the N.W. corner of said Parcel "A"; running thence Easterly along
the North line of said Parcel "A", a distance of 200.00 feet; thence deflecting
88 degrees 20'10" to the right and running Southerly, a distance of 240 feet;
thence deflecting 91 degrees 39'50" to the right and running Westerly along the
boundary of said Parcel "A", a distance of 200 feet; thence deflecting 88
degrees 20'10" to the right and running Northerly along the West line of said
Parcel "A", a distance of 240 feet to the point of beginning.
The property described in the legal description shown above is the same property
that was conveyed to Consolidated Capital Equity Partners L.P., a California
limited partnership, by Deed recorded November 19, 1990, in Deed Book 17928,
Page 0449.
EXHIBIT A8
Legal Description of Indian Creek Property
All that certain real property located in Johnson County, Kansas described as
follows:
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for roads and utility facilities as
established and defined by the "Cross Easement Agreement" filed March 31, 1978,
under Document No. 1158904 in Volume 1319 at Page 356 as affected by the
"Partial Release of Easement Rights" filed March 31, 1983, under Document No.
1400507 in Volume 1841 at Page 812, over the following described property: Tract
F, Indian Creek Village, Second Plat, a subdivision in the City of Overland
Park, Johnson County, Kansas.
EXHIBIT A9
Legal Description of Palm Lake Property
All that certain real property located in Hillsborough County, Florida described
as follows:
The Northwest 1/4 of the Northwest 1/4 of the Northwest 1/4 of Section 10,
Township 28 South, Range 19 East, Hillsborough County, Florida, LESS the North
50 feet for right-of-way for Fletcher Avenue (State Road #S-582-A) and also LESS
a triangular portion deeded to the State of Florida for right-of-way for 50th
Street, as recorded in Official Records Book 1133, Page 713, of the Public
Records of Hillsborough County, Florida, LESS all road rights-of-way.
The property described in the legal description shown above is the same property
that was conveyed to Consolidated Capital Equity Partners L.P., a California
limited partnership, by Deed recorded November 19, 1990, in Deed Book 6133, Page
1587.
EXHIBIT B
Assumed Obligations
1. All rights, liabilities and obligations of Obligor arising after the
Closing Date in connection with any existing service, maintenance,
operating, management, equipment, supply, security, construction,
concession or other agreements which relate to the ownership,
maintenance, construction or repair or operation of the Deed-in-Lieu
Properties.
2. The assumption of that portion of the outstanding indebtedness under
the Senior Loans which relates to the Deed-in-Lieu Properties as of the
Closing Date.
EXHIBIT C1
Silverado Deed
- --------------
(Texas)
SPECIAL WARRANTY DEED
STATE OF TEXAS ss.
ss. KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF EL PASOss.
THAT Consolidated Capital Equity Partners L.P., a California limited
partnership ("Grantor") whose mailing address is 2000 South Colorado Boulevard,
Tower Two, Suite 2-1000, Denver Colorado 80222, for and in consideration of the
sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration
paid in cash to Grantor by the Grantee herein named has GRANTED, BARGAINED, SOLD
and CONVEYED, and does hereby GRANT, BARGAIN, SELL AND CONVEY unto CCIP
Silverado, L.P., a Delaware limited partnership ("Grantee"), whose mailing
address is c/o AIMCO, 2000 South Colorado Boulevard, Tower Two, Suite 2-1000,
Denver, Colorado 80222, that certain improved real property situated in the City
of El Paso, County of El Paso, Texas, more particularly described on Exhibit "A"
attached hereto and made a part hereof for all purposes.
TOGETHER WITH, all and singular, the rights, benefits, privileges,
easements, tenements, hereditaments, appurtenances and interests thereon or in
anywise appertaining thereto and with all improvements located thereon (said
real property, rights, benefits, privileges, easements, tenements,
hereditaments, appurtenances, improvements and interests being hereinafter
referred to as the ("Property").
THIS CONVEYANCE IS MADE SUBJECT TO all easements, covenants, conditions,
restrictions, liens, encumbrances and other matters of record, but only to the
extent they affect or relate to the Property.
TO HAVE AND TO HOLD the Property together with all and singular the rights
and appurtenances thereto and in anywise belonging unto the said Grantee, its
heirs, legal representatives, successors and assigns, forever; and Grantor does
hereby bind Grantor, its heirs, legal representatives, successors and assigns,
to Warrant and Forever Defend all and singular the Property unto the said
Grantee, its heirs, legal representatives, successors and assigns, against every
person whomever lawfully claiming or to claim same or any part thereof, by,
through or under Grantor, but not otherwise.
For the same consideration recited above, Grantor does hereby GRANT,
BARGAIN, SELL and CONVEY, without warranty, express or implied, all interests,
if any, of Grantor in (i) strips and gores, if any, between the Property and
abutting properties and (ii) any land lying in or under the bed of any street,
alley, road or right-of-way (opened or proposed) abutting or adjacent to the
Property.
Grantee by its acceptance hereof, does hereby assume and agree to pay all
ad valorem taxes and special assessments pertaining to the property for calendar
year 2002 and subsequent years, there having been a proper proration of ad
valorem taxes for the current calendar year between Grantor and Grantee.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Deed of Trust, Assignment
of Rents and Security Agreement dated October 4, 1982, and recorded on October
7, 1982, in Volume 1294 at Page 1268, as modified by (a) that certain First Plan
Modification to Deed of Trust, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 in Volume 2243 at Page 773,
and (b) that certain Second Plan Modification to Deed of Trust, Assignment of
Rents and Security Agreement dated November 15, 1990 and recorded on November
19, 1990 in Volume 2243 at Page 790 shall remain, individually and/or
collectively, in full force and effect and such lien and security interest
thereunder shall not merge with the interest acquired hereunder, but shall
remain a separate and distinct and continuing lien and security interest as
therein provided.
IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on the
_____ day of May, 2002.
GRANTOR:
Consolidated Capital Equity Partners L.P.,
a California limited partnership
By:ConCap Holdings, Inc., a Texas corporation
Its general partner
By:
Name: Harry Alcock
Title: Executive Vice President
STATE OF __________ ss.
ss.
COUNTY OF ss.
---------------
This instrument was acknowledged before me on this ______ day of ________,
2002, by ______________________, for ConCap Holdings, Inc., a Texas corporation,
general partner of said Consolidated Capital Equity Partners L.P., a California
limited partnership.
Given under my hand and seal of office this _____ day of _____________,
2002.
Notary Public in and for
The State of ___________
My Commission Expires:
ADDRESS FOR TAX NOTICES
CCIP Silverado, L.P.
c/o AIMCO
2000 So. Colorado Boulevard
Tower Two, Suite 2-1000
Denver, Colorado 80222
Exhibit "A"
Legal Description
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet.
Being the same property conveyed in Quitclaim Deed dated November 15, 1990, from
Consolidated Capital Equity Partners, a California General Partnership, to
Consolidated Capital Equity Partners L.P., a California Limited Partnership,
recorded on March 5, 1991, in Volume 2278, Page 2265, Real Property Records of
El Paso County, Texas.
EXHIBIT C2
The Knolls Deed
---------------
(Colorado)
WARRANTY DEED
THIS DEED, made this ___ day of May, 2002, between Consolidated Capital Equity
Partners L.P., a limited partnership duly organized and existing under and by
virtue of the laws of the State of California, grantor, and CCIP Knolls, L.L.C.,
a Delaware limited liability company, whose legal address is c/o AIMCO, 2000
South Colorado Boulevard, Tower Two, Suite 2-1000, Denver, Colorado 80222,
County of Denver and State of Colorado, grantee:
WITNESSETH, that the grantor for and in consideration of the sum of no dollars
($-0-) and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, has granted, bargained, sold and conveyed, and by
these presents does grant, bargain, sell, convey and confirm, unto the grantee,
his heirs and assigns forever, all the real property together with improvements,
if any, situate, lying and being in the County of El Paso and State of Colorado
described as follows:
PARCEL A: ALL OF BLOCK 1, GATEHOUSE GARDEN, CITY OF COLORADO SPRINGS, EL PASO
COUNTY, COLORADO, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK L-2, AT
PAGE 56.
PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 12 IN TOWNSHIP 14 SOUTH, RANGE 67 WEST OF THE 6TH P.M., DESCRIBED AS
FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 12 WITH THE NORTH LINE OF ERVAY STREET
IN ADDITION NO. 2 TO THE TOWN OF WEST COLORADO SPRINGS; THENCE NORTH ON THE WEST
LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 12 A
DISTANCE OF 150 FEET; THENCE EAST 50 FEET; THENCE SOUTH 150 FEET; THENCE WEST 50
FEET TO THE POINT OF BEGINNING, EL PASO COUNTY, COLORADO, EXCEPT THAT PORTION
CONVEYED TO EL PASO COUNTY BY DEED RECORDED JANUARY 23, 1963, IN BOOK 1942, AT
PAGE 612, EL PASO COUNTY, COLORADO.
TOGETHER with all and singular the hereditaments and appurtenances thereto
belonging, or in anywise appertaining, and the reversion and reversions,
remainder and remainders, rents, issues and profits thereof, and all the estate,
right, title, interest, claim and demand whatsoever of the grantor, either in
law or equity, of, in and to the above-bargained premises, with the
hereditaments and appurtenances.
TO HAVE AND TO HOLD the said premises above bargained and described, with the
appurtenances, unto the grantee, and its heirs and assigns forever. And the
grantor, for itself, and its successors, does covenant, grant, bargain, and
agree to and with the grantee, and its heirs and assigns, that at the time of
the ensealing and delivery of these presents, it is well seized of the premises
above conveyed, has good, sure and, perfect, absolute and indefeasible estate of
inheritance, in law, in fee simple, and has good right, full power and lawful
authority to grant, bargain, sell and convey the same in manner and form as
aforesaid, and that the same are free and clear from all former and other
grants, bargains, sales, liens, taxes, assessments, encumbrances and
restrictions of whatever kind or nature soever, except all easements, covenants,
conditions, restrictions, liens, encumbrances and other matters of record.
The grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained
premises in the quiet and peaceable possession of the grantee, and its heirs and
assigns, against all and every person or persons lawfully claiming the whole or
any part thereof. The singular number shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Deed of Trust dated May 5,
1982 and recorded on May 13, 1982 in Book 3564 at Page 25, as modified by (a)
that certain Amendment of Deed of Trust dated July 12, 1983 and recorded on
August 29, 1983 in Book 3773 at Page 492, (b) that certain First Plan
Modification to Deed of Trust dated November 15, 1990 and recorded on November
19, 1990 in Book 5791 at Page 348, and (c) that certain Second Plan Modification
to Deed of Trust dated November 15, 1990 and recorded on November 19, 1990 in
Book 5791 at Page 362 shall remain, individually and/or collectively, in full
force and effect and such lien and security interest thereunder shall not merge
with the interest acquired hereunder, but shall remain a separate and distinct
and continuing lien and security interest as therein provided.
IN WITNESS WHEREOF, the grantor has caused its name to be hereunto subscribed by
its general partner the day and year first above written.
Attest:
GRANTOR:
Consolidated Capital Equity Partners, L.P.,
a California limited partnership
By: ConCap Holdings, Inc., a Texas corporation
Its general partner
By:
Name: Harry Alcock
Title: Executive Vice President
State of ____________________
County of __________________
The foregoing instrument was acknowledged before me this ___ day of __________,
2002, by _________________________, __________________________________ of ConCap
Holdings, Inc., a Texas corporation, general partner, on behalf of Consolidated
Capital Equity Partners, L.P., a California limited partnership.
(Notary Public)
EXHIBIT C3
Tates Creek Deed
----------------
(Kentucky)
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made and entered into this ____ day of May, 2002, by
and between CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership, having a principal address of 2000 South Colorado Boulevard, Tower
Two, Suite 2-1000, Denver, Colorado 80222 ("First Party"), and CCIP TATES CREEK
VILLAGE, L.L.C., a Delaware limited liability company, whose address is c/o
AIMCO, 2000 South Colorado Boulevard, Tower Two, Suite 2-1000, Denver, Colorado
80222 ("Second Party").
WITNESSETH:
That for a valuable consideration paid, Ten Dollars ($10.00), the receipt
of which is hereby acknowledged, and in forgiveness of debt as evidenced in that
certain Amended and Restated Note dated November 15, 1990, First Party hereby
transfers, sells, and conveys unto Second Party, in fee simple with covenant of
special warranty, the following described property located in Fayette County,
Kentucky, to-wit:
ALL that tract or parcel of land situated on the westerly side of
Tates Creek Pike, on the northerly side of Kirklevington Drive and
on the southerly side of New Circle Road S.E. in Lexington, Fayette
County, Kentucky, containing 12.00 acres, and being all of Lot 1,
Block A of the final record plat of Kirklevington South, as recorded
in Plat Cabinent A, Slide 224, in the Fayette County Clerk's Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY
PARTNERS L.P., a California Limited Partnership, by CONSOLIDATED
CAPITAL EQUITY PARTNERS, a California General Partnership, through
Quit Claim Deed dated November 15, 1990, now of record in Deed Book
1567, Page 58, Fayette County Clerk's Office.
First Party further covenants that it is lawfully seized of the estate
hereby conveyed, that it has full right and power to convey same, and that said
estate is subject to all easements, covenants, conditions, restrictions,
stipulations, liens, encumbrances and other matters of record, and ad valorem
taxes for the current year which may be due and payable and all such taxes due
thereafter, which Second Party hereby assumes and agrees to pay.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Mortgage, Assignment of
Rents and Security Agreement dated March 24, 1982 and recorded in Mortgage Book
1194 at Page 315, as modified by (a) that certain First Plan Modification to
Mortgage, Assignment of Rents and Security Agreement dated November 15, 1990 and
recorded in Deed Book 1567 at Page 49 and Mortgage Book 1625 at Page 621, and
(b) that certain Second Plan Modification to Mortgage, Assignment of Rents and
Security Agreement dated November 15, 1990 and recorded as shown in Deed Book
1567 at Page 78 and Mortgage Book 1625 at Page 626 shall remain, individually
and/or collectively, in full force and effect and such lien and security
interest thereunder shall not merge with the interest acquired hereunder, but
shall remain a separate and distinct and continuing lien and security interest
as therein provided.
CONSIDERATION CERTIFICATE
The undersigned, being duly sworn, hereby certifies that the fair cash
value of the property described in this Deed is the full consideration paid for
the transfer of the property described above.
IN WITNESS WHEREOF, witness the signatures of First Party and Second Party
the day and year first above written.
FIRST PARTY:
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.,
a California limited partnership
By: ConCap Holdings, Inc.,
a Texas corporation,
its general partner
By:
---------------------------------
Name: Harry Alcock
Its: Executive Vice President
SECOND PARTY:
CCIP TATES CREEK VILLAGE, L.L.C.,
a Delaware limited liability company
By: Consolidated Capital Institutional
Properties, L.P., a California limited
partnership, its sole member
By: ConCap Equities, Inc.,
a Delaware corporation,
its general partner
By:
Name: Patrick J. Foye
-
Its: Executive Vice President
STATE OF _________________ )
) ss.
COUNTY OF _______________ )
The foregoing Special Warranty Deed and Consideration Certificate were
acknowledged and sworn to before me ____ day of _____________, 2002, by
____________________, _______________ of CONCAP HOLDINGS, INC., a Texas
corporation, as general partner of CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California limited partnership, for and on behalf of the limited partnership,
First Party.
My commission expires: .
--------------------------
[Affix Notary Seal]
------------------------------------
NOTARY PUBLIC
STATE OF __________ )
) ss.
COUNTY OF _______________ )
The foregoing Consideration Certificate was acknowledged and sworn to
before me this _____ day of __________, 2002, by __________________,
____________________ of CONCAP EQUITIES, INC., a Delaware corporation, as
general partner of CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, L.P., a
California limited partnership, as sole member of CCIP TATES CREEK VILLAGE,
L.L.C., a Delaware limited liability company, for and on behalf of the limited
liability company, Second Party.
My commission expires:__________________
Affix Notary Seal]
------------------------------------
NOTARY PUBLIC
THIS INSTRUMENT PREPARED BY:
THURMAN, WHITE & ANDERSON Attorneys at Law 333 West Vine Street, Suite 207
Lexington, KY 40507
EXHIBIT C4
Indian Creek Village Deed
- -------------------------
(Kansas)
LIMITED WARRANTY DEED
NO SALE QUESTIONNAIRE REQUIRED BECAUSE OF EXEMPTION NO. 15.
THIS INDENTURE, made this _____ day of May, 2002 by and between
CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a California limited partnership
("Grantor") and CCIP INDIAN CREEK VILLAGE, L.L.C., a Delaware limited liability
company ("Grantee")
WITNESSETH, That Grantor, in consideration of the sum of ONE DOLLAR
($1.00) and other good and valuable consideration, the receipt of which is
hereby acknowledged, does by these presents, Sell and Convey unto Grantee, its
successors and assigns, all of Grantor's interest in the lot, tract, or parcel
of land, lying, being and situate in the County of Johnson and State of Kansas,
as described in Exhibit "A" attached hereto and made a part hereof, subject to
easements, reservations, restrictions, encumbrances and taxes, if any.
TO HAVE AND TO HOLD THE SAME, Together with all and singular the
tenements, hereditaments and appurtenances thereto belonging or in any wise
appertaining, forever. Grantor, for its successors, executors or administrators,
does hereby covenant, promise and agree to and with Grantee that, at the
delivery of these presents, said interest in said premises is free, clear,
discharged and unencumbered of and from all former and other grants, titles,
charges, estates, judgments, taxes, assessments and encumbrances, of whatsoever
nature or kind, by, through, or under Grantor except as above stated. Grantor
will warrant and forever defend said interest of said premises unto Grantee, its
successors and assigns, against Grantor, its successors and assigns, and all and
every person or persons whomsoever, lawfully claiming or to claim the same by,
through or under Grantor.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Mortgage, Assignment of
Rents and Security Agreement dated November 8, 1982 and recorded on November 10,
1982 as shown in Document No. 1383268 in Volume 1800 at Page 139, as modified by
(a) that certain First Plan Modification to Mortgage, Assignment of Rents and
Security Agreement dated November 15, 1990 and recorded on November 19, 1990 as
shown in Document No. 1986905 in Volume 3266 at Page 966, and (b) that certain
Second Plan Modification to Mortgage, Assignment of Rents and Security Agreement
dated November 15, 1990 and recorded on November 19, 1990 as shown in Document
No. 1986908 in Volume 3267 at Page 9 shall remain, individually and/or
collectively, in full force and effect and such lien and security interest
thereunder shall not merge with the interest acquired hereunder, but shall
remain a separate and distinct and continuing lien and security interest as
therein provided.
IN WITNESS WHEREOF, Grantor has hereunto set its hand the day and year
first above written.
CONSOLIDATED CAPITAL EQUITY PARTNERS L.P.,
a California limited partnership
By: ConCap Holdings, Inc.,
a Texas corporation,
its general partner
By:
--------------------------------
Name: Harry Alcock
Its: Executive Vice President
STATE OF )
---------------
)
COUNTY OF )
--------------
BE IT REMEMBERED, That on this ____ day of ______________, A.D., 2002, before
me, appeared ___________________________________________, to me personally
known, who being by me duly sworn, did say that he/she is the
_________________________________ of CONCAP HOLDINGS, INC., a Texas corporation,
the general partner of CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a California
limited partnership, and that said instrument was signed on behalf of said
limited partnership, and said _____________________ acknowledged said instrument
to be the free act and deed of said limited partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
my office the day and year last above written.
- -----------------------------------
Notary Public
My Commission Expires:
Exhibit "A"
Legal Description
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for roads and utility facilities as
established and defined by the "Cross Easement Agreement" filed March 31,
1978, under Document No. 1158904 in Volume 1319 at Page 356 as affected by
the "Partial Release of Easement Rights" filed March 31, 1983, under
Document No. 1400507 in Volume 1841 at Page 812, over the following
described property: Tract F, Indian Creek Village, Second Plat, a
subdivision in the City of Overland Park, Johnson County, Kansas.
EXHIBIT D1
BILL OF SALE
- ------------
(Silverado)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Transferor"), hereby transfers, conveys and assigns to
CCIP Silverado, L.P., a Delaware limited partnership ("Transferee"), its
successors and assigns forever, without representation or warranty other than as
set forth herein and in the Conveyance Agreement (as hereinafter defined), any
and all machinery, equipment, fixtures and any and all other personal property
of every kind and description owned by Transferor and located on or used in
connection with the real property described below, including but not limited to
the personal property listed on any schedule which may be attached hereto
(collectively, the "Transferred Property"):
SEE LEGAL DESCRIPTION ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "A"
-----------
Capitalized terms used in this Bill of Sale or any exhibit annexed hereto
shall have the meanings ascribed to them in that certain Agreement for
Conveyance of Real Property (the "Conveyance Agreement") of even date herewith
between Transferor as Obligor, and Consolidated Capital Institutional
Properties, a California limited partnership, as Purchaser.
Transferor represents and warrants to Transferee that Transferor has full
power, authority and right to execute and deliver this Bill of Sale.
This Bill of Sale is an absolute transfer of Transferor's title to the
Transferred Property in effect as well as in form and is not intended as a
security instrument of any kind.
This Bill of Sale may be relied upon as conclusive proof that each and all
of the Transferred Property have been transferred to Transferee.
Transferor covenants and agrees with Transferee to hereafter furnish to
Transferee such further conveyance documents and consents as Transferee may
reasonably require in furtherance of this Bill of Sale or to carry out the
intent hereof.
Transferor acknowledges that it is expressly intended and agreed that the
liens and security interests granted under the Trust Deeds (as defined in the
Conveyance Agreement) shall remain, individually and/or collectively, in full
force and effect and such liens and security interests thereunder shall not
merge with the interest acquired hereunder, but shall remain separate and
distinct and continuing liens and security interests as therein provided.
[SIGNATURE ON NEXT PAGE]
Dated: May __, 2002 Consolidated Capital Equity Partners,
L.P., a California limited partnership
By: ConCap Holdings, Inc., a Texas
corporation, its general partner
By:
Harry Alcock
Its: Executive Vice President
Exhibit "A" to EXHIBIT D1
Silverado Legal Description
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet.
Being the same property conveyed in Quitclaim Deed dated November 15, 1990, from
Consolidated Capital Equity Partners, a California General Partnership, to
Consolidated Capital Equity Partners L.P., a California Limited Partnership,
recorded on March 5, 1991, in Volume 2278, Page 2265, Real Property Records of
El Paso County, Texas.
EXHIBIT D2
BILL OF SALE
------------
(The Knolls)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Transferor"), hereby transfers, conveys and assigns to
CCIP Knolls, L.L.C., a Delaware limited liability company ("Transferee"), its
successors and assigns forever, without representation or warranty other than as
set forth herein and in the Conveyance Agreement (as hereinafter defined), any
and all machinery, equipment, fixtures and any and all other personal property
of every kind and description owned by Transferor and located on or used in
connection with the real property described below, including but not limited to
the personal property listed on any schedule which may be attached hereto
(collectively, the "Transferred Property"):
SEE LEGAL DESCRIPTION ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "A"
-----------
Capitalized terms used in this Bill of Sale or any exhibit annexed hereto
shall have the meanings ascribed to them in that certain Agreement for
Conveyance of Real Property (the "Conveyance Agreement") of even date herewith
between Transferor as Obligor, and Consolidated Capital Institutional
Properties, a California limited partnership, as Purchaser.
Transferor represents and warrants to Transferee that Transferor has full
power, authority and right to execute and deliver this Bill of Sale.
This Bill of Sale is an absolute transfer of Transferor's title to the
Transferred Property in effect as well as in form and is not intended as a
security instrument of any kind.
This Bill of Sale may be relied upon as conclusive proof that each and all
of the Transferred Property have been transferred to Transferee.
Transferor covenants and agrees with Transferee to hereafter furnish to
Transferee such further conveyance documents and consents as Transferee may
reasonably require in furtherance of this Bill of Sale or to carry out the
intent hereof.
Transferor acknowledges that it is expressly intended and agreed that the
liens and security interests granted under the Trust Deeds (as defined in the
Conveyance Agreement) shall remain, individually and/or collectively, in full
force and effect and such liens and security interests thereunder shall not
merge with the interest acquired hereunder, but shall remain separate and
distinct and continuing liens and security interests as therein provided.
[SIGNATURE ON NEXT PAGE]
Dated: May __, 2002 Consolidated Capital Equity Partners,
L.P., a California limited partnership
By: ConCap Holdings, Inc., a Texas
corporation, its general partner
By:
Harry Alcock
Its: Executive Vice President
Exhibit "A" to EXHIBIT D2
The Knolls Legal Description
All that certain real property located in El Paso County, Colorado, and
described as follows:
PARCEL A: ALL OF BLOCK 1, GATEHOUSE GARDEN, CITY OF COLORADO SPRINGS, EL PASO
COUNTY, COLORADO, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK L-2, AT
PAGE 56.
PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 12 IN TOWNSHIP 14 SOUTH, RANGE 67 WEST OF THE 6TH P.M., DESCRIBED AS
FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 12 WITH THE NORTH LINE OF ERVAY STREET
IN ADDITION NO. 2 TO THE TOWN OF WEST COLORADO SPRINGS; THENCE NORTH ON THE WEST
LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 12 A
DISTANCE OF 150 FEET; THENCE EAST 50 FEET; THENCE SOUTH 150 FEET; THENCE WEST 50
FEET TO THE POINT OF BEGINNING, EL PASO COUNTY, COLORADO, EXCEPT THAT PORTION
CONVEYED TO EL PASO COUNTY BY DEED RECORDED JANUARY 23, 1963, IN BOOK 1942, AT
PAGE 612, EL PASO COUNTY, COLORADO.
EXHIBIT D3
BILL OF SALE
------------
(Tates Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Transferor"), hereby transfers, conveys and assigns to
CCIP Tates Creek Village, L.L.C., a Delaware limited liability company
("Transferee"), its successors and assigns forever, without representation or
warranty other than as set forth herein and in the Conveyance Agreement (as
hereinafter defined), any and all machinery, equipment, fixtures and any and all
other personal property of every kind and description owned by Transferor and
located on or used in connection with the real property described below,
including but not limited to the personal property listed on any schedule which
may be attached hereto (collectively, the "Transferred Property"):
SEE LEGAL DESCRIPTION ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "A"
-----------
Capitalized terms used in this Bill of Sale or any exhibit annexed hereto
shall have the meanings ascribed to them in that certain Agreement for
Conveyance of Real Property (the "Conveyance Agreement") of even date herewith
between Transferor as Obligor, and Consolidated Capital Institutional
Properties, a California limited partnership, as Purchaser.
Transferor represents and warrants to Transferee that Transferor has full
power, authority and right to execute and deliver this Bill of Sale.
This Bill of Sale is an absolute transfer of Transferor's title to the
Transferred Property in effect as well as in form and is not intended as a
security instrument of any kind.
This Bill of Sale may be relied upon as conclusive proof that each and all
of the Transferred Property have been transferred to Transferee.
Transferor covenants and agrees with Transferee to hereafter furnish to
Transferee such further conveyance documents and consents as Transferee may
reasonably require in furtherance of this Bill of Sale or to carry out the
intent hereof.
Transferor acknowledges that it is expressly intended and agreed that the
liens and security interests granted under the Trust Deeds (as defined in the
Conveyance Agreement) shall remain, individually and/or collectively, in full
force and effect and such liens and security interests thereunder shall not
merge with the interest acquired hereunder, but shall remain separate and
distinct and continuing liens and security interests as therein provided.
[SIGNATURE ON NEXT PAGE]
Dated: May __, 2002 Consolidated Capital Equity Partners,
L.P., a California limited partnership
By: ConCap Holdings, Inc., a Texas
corporation, its general partner
By:
Harry Alcock
Its: Executive Vice President
Exhibit "A" to EXHIBIT D3
Legal Description of Tates Creek Property
All that certain real property located in Fayette County, Kentucky, and
described as follows:
ALL that tract or parcel of land situated on the westerly side of Tates Creek
Pike, on the northerly side of Kirklevington Drive and on the southerly side of
New Circle Road S.E. in Lexington, Fayette County, Kentucky, containing 12.00
acres, and being all of Lot 1, Block A of the final record plat of Kirklevington
South, as recorded in Plat Cabinent A, Slide 224, in the Fayette County Clerk's
Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California Limited Partnership, by CONSOLIDATED CAPITAL EQUITY PARTNERS, a
California General Partnership, through Quit Claim Deed dated November 15, 1990,
now of record in Deed Book 1567, Page 58, Fayette County Clerk's Office.
EXHIBIT D4
BILL OF SALE
------------
(Indian Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Transferor"), hereby transfers, conveys and assigns to
CCIP Indian Creek Village, L.L.C., a Delaware limited liability company
("Transferee"), its successors and assigns forever, without representation or
warranty other than as set forth herein and in the Conveyance Agreement (as
hereinafter defined), any and all machinery, equipment, fixtures and any and all
other personal property of every kind and description owned by Transferor and
located on or used in connection with the real property described below,
including but not limited to the personal property listed on any schedule which
may be attached hereto (collectively, the "Transferred Property"):
SEE LEGAL DESCRIPTION ATTACHED HERETO AND
MADE A PART HEREOF AS EXHIBIT "A"
-----------
Capitalized terms used in this Bill of Sale or any exhibit annexed hereto
shall have the meanings ascribed to them in that certain Agreement for
Conveyance of Real Property (the "Conveyance Agreement") of even date herewith
between Transferor as Obligor, and Consolidated Capital Institutional
Properties, a California limited partnership, as Purchaser.
Transferor represents and warrants to Transferee that Transferor has full
power, authority and right to execute and deliver this Bill of Sale.
This Bill of Sale is an absolute transfer of Transferor's title to the
Transferred Property in effect as well as in form and is not intended as a
security instrument of any kind.
This Bill of Sale may be relied upon as conclusive proof that each and all
of the Transferred Property have been transferred to Transferee.
Transferor covenants and agrees with Transferee to hereafter furnish to
Transferee such further conveyance documents and consents as Transferee may
reasonably require in furtherance of this Bill of Sale or to carry out the
intent hereof.
Transferor acknowledges that it is expressly intended and agreed that the
liens and security interests granted under the Trust Deeds (as defined in the
Conveyance Agreement) shall remain, individually and/or collectively, in full
force and effect and such liens and security interests thereunder shall not
merge with the interest acquired hereunder, but shall remain separate and
distinct and continuing liens and security interests as therein provided.
[SIGNATURE ON NEXT PAGE]
Dated: ______________, 2002 Consolidated Capital Equity Partners,
L.P., a California limited partnership
By: ConCap Holdings, Inc., a Texas
corporation, its general partner
By:
Harry Alcock
Its: Executive Vice President
Exhibit "A" to EXHIBIT D4
Legal Description of Indian Creek Property
All that certain real property located in Johnson County, Kansas described as
follows:
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for roads and utility facilities as
established and defined by the "Cross Easement Agreement" filed March 31, 1978,
under Document No. 1158904 in Volume 1319 at Page 356 as affected by the
"Partial Release of Easement Rights" filed March 31, 1983, under Document No.
1400507 in Volume 1841 at Page 812, over the following described property: Tract
F, Indian Creek Village, Second Plat, a subdivision in the City of Overland
Park, Johnson County, Kansas.
EXHIBIT E1
ASSIGNMENT
----------
(Silverado)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Assignor"), does hereby assign, transfer and set over unto CCIP
Silverado, L.P., a Delaware limited partnership ("Assignee"), without
representation or warranty other than as set forth herein and in the Conveyance
Agreement (as hereinafter defined), all of Assignor's right, title and interest
in and to the property described in Exhibit "A" attached hereto (the "Assigned
Property") to the extent it relates to any and all of the real property (the
"Project") described in Exhibit "B" attached hereto.
Assignee hereby accepts such assignment and assumes all obligations of Assignor
and the performance of all of the terms, covenants and conditions imposed upon
Assignor under the Assigned Property accruing or arising from and after the
Closing Date.
Capitalized terms used in this Assignment or the exhibits attached hereto shall
have the meanings ascribed to them in that certain Agreement for Conveyance of
Real Property (the "Conveyance Agreement") of even date herewith, between
Assignor as Obligor, and Consolidated Capital Institutional, a California
limited partnership ("CCIP"), as Purchaser.
Assignor represents and warrants to Assignee that Assignor has full power,
authority and right to execute and deliver this Assignment.
This Assignment is an absolute assignment of Assignor's title to the Assigned
Property in effect as well as in form and is not intended as a security
instrument of any kind.
Assignee does not assume, and nothing in this Assignment shall be construed as
an assumption of, any liabilities or obligations of Assignor under the Assigned
Property arising or accruing prior to the date of Recordation, unless expressly
assumed in writing by Assignee.
This Assignment may be relied upon as conclusive proof that each and all of the
Assigned Property have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to Assignee
such further assignments and consents as Assignee may reasonably require in
furtherance of this Assignment or to carry out the intent thereof.
Assignor acknowledges that it is expressly intended and agreed that the lien and
security interest granted under that the Silverado Trust Deed (as defined in the
Conveyance Agreement) shall remain in full force and effect and such lien and
security interest thereunder shall not merge with the interest acquired
hereunder, but shall remain a separate and distinct and continuing lien and
security interest as therein provided.
This Assignment shall be binding on Assignor, Assignee and their respective
legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against another
party hereto by reason of any breach of any of the covenants, conditions,
agreements or provisions on the part of such other party arising out of this
Assignment, the prevailing party shall be entitled to have and recover of and
from the other party all costs and expenses of the action or suit, including
reasonable attorneys' fees.
This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Assignment has been executed as of May __, 2002.
"Assignee" "Assignor"
CCIP Silverado, L.P., Consolidated Capital Equity Partners,
a Delaware limited partnership L.P., a California limited partnership
By: CCIP Silverado, L.L.C., a Delaware By: ConCap Holdings, Inc., a Texas
limited liability company, its corporation, its general partner
general partner
By: Consolidated Capital By:
Institutional Properties, a Harry Alcock
California limited Its: Executive Vice President
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its
general partner
By:
Patrick J. Foye
Its: Executive Vice President
Exhibit "A" to EXHIBIT E1
Assigned Property
The Assigned Property includes each and all of the property described
below to the extent they relate to the Project described in the foregoing
Assignment:
(a) All contracts, agreements, leases, lease files and personal
property leases to which Assignor is a party pertaining to the Project, the
Improvements thereon or the Personal Property, but excluding any contracts or
agreements disapproved by Assignee pursuant to the Conveyance Agreement,
together with all deposits or prepayments presently held by Assignor, or
Assignor's agents or under Assignor's reasonable control, on Assignor's behalf
including, without limitation, any utility deposits.
(b) Any applications, filings and amendments made by Assignor with
respect to the Projects, the Improvements thereon or the Personal Property.
(c) All claims and causes of action of Assignor against anyone
(including any architects or engineers), now existing or hereafter arising with
respect to the Project, the Improvements thereon or the Personal Property.
(d) All warranties and guaranties, if any, relating to the Project,
the Improvements, equipment (together with operating manuals and instructions
pertaining thereto) and fixtures located thereon, or any of the Personal
Property, to the extent any such warranties and guaranties are assignable and
are in effect and inure to the benefit of Assignor, its successors and assigns.
(e) All claims for losses under all insurance policies owned by
Assignor relating to the Project, the Improvements thereon or any of the
Personal Property, and Assignor agrees to cooperate and give such notices to the
insurers as may be required to effect such assignment and prosecute such claims.
(f) All permits and approvals, including, without limitation, any
buildings, grading or other permits and approvals, conditional use permits,
variances, and all other permits, approvals, authorizations, rights and
entitlements issued or granted with respect to the Project by any governmental
authority in connection with the Project, certificates of occupancy, licenses,
plans (including as-built), maps, reports, specifications, surveys, drawings,
insurance policies and similar items relating to the Project, the Improvements
thereon or the Personal Property.
(g) Except to the extent assigned pursuant to the Assignment of
Leases, all presently held rents, income, security deposits, operating accounts,
prepayments, deposits and credits relating to the Project, the Improvements
thereon or the Personal Property, as set forth in the Conveyance Agreement.
(h) All proceeds or rights to proceeds in any threatened or pending
condemnation or proceedings in lieu thereof relating to the Project, any
Improvements thereon or the Personal Property.
(i) All keys to the Project.
(j) All logos, designs, trade names, trademarks, service marks,
copyrights, and other intellectual property owned and used by Assignor in
connection with the ownership or operation of the Project and all goodwill
associated with the ownership or operation of the Project, if any.
(k) All rights as Declarant under any recorded covenants, conditions
and restrictions.
Exhibit "B" to EXHIBIT E1
Silverado Legal Description
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet.
Being the same property conveyed in Quitclaim Deed dated November 15, 1990, from
Consolidated Capital Equity Partners, a California General Partnership, to
Consolidated Capital Equity Partners L.P., a California Limited Partnership,
recorded on March 5, 1991, in Volume 2278, Page 2265, Real Property Records of
El Paso County, Texas.
EXHIBIT E2
ASSIGNMENT
----------
(The Knolls)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Assignor"), does hereby assign, transfer and set over unto CCIP
Knolls, L.L.C., a Delaware limited liability company ("Assignee"), without
representation or warranty other than as set forth herein and in the Conveyance
Agreement (as hereinafter defined), all of Assignor's right, title and interest
in and to the property described in Exhibit "A" attached hereto (the "Assigned
Property") to the extent it relates to any and all of the real property (the
"Project") described in Exhibit "B" attached hereto.
Assignee hereby accepts such assignment and assumes all obligations of Assignor
and the performance of all of the terms, covenants and conditions imposed upon
Assignor under the Assigned Property accruing or arising from and after the
Closing Date.
Capitalized terms used in this Assignment or the exhibits attached hereto shall
have the meanings ascribed to them in that certain Agreement for Conveyance of
Real Property (the "Conveyance Agreement") of even date herewith, between
Assignor as Obligor, and Consolidated Capital Institutional, a California
limited partnership ("CCIP"), as Purchaser.
Assignor represents and warrants to Assignee that Assignor has full power,
authority and right to execute and deliver this Assignment.
This Assignment is an absolute assignment of Assignor's title to the Assigned
Property in effect as well as in form and is not intended as a security
instrument of any kind.
Assignee does not assume, and nothing in this Assignment shall be construed as
an assumption of, any liabilities or obligations of Assignor under the Assigned
Property arising or accruing prior to the date of Recordation, unless expressly
assumed in writing by Assignee.
This Assignment may be relied upon as conclusive proof that each and all of the
Assigned Property have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to Assignee
such further assignments and consents as Assignee may reasonably require in
furtherance of this Assignment or to carry out the intent thereof.
Assignor acknowledges that it is expressly intended and agreed that the lien and
security interest granted under the Knolls Trust Deed (as defined in the
Conveyance Agreement) shall remain in full force and effect and such lien and
security interest thereunder shall not merge with the interest acquired
hereunder, but shall remain a separate and distinct and continuing lien and
security interest as therein provided.
This Assignment shall be binding on Assignor, Assignee and their respective
legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against another
party hereto by reason of any breach of any of the covenants, conditions,
agreements or provisions on the part of such other party arising out of this
Assignment, the prevailing party shall be entitled to have and recover of and
from the other party all costs and expenses of the action or suit, including
reasonable attorneys' fees.
This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Assignment has been executed as of May __, 2002.
"Assignee" "Assignor"
CCIP Knolls, L.L.C., Consolidated Capital Equity Partners,
a Delaware limited liability company L.P., a California limited partnership
By: Consolidated Capital Institutional By: ConCap Holdings, Inc., a Texas
Properties, a California limited corporation, its general partner
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its By:
general partner Harry Alcock
Its: Executive Vice President
By: _______________________
Patrick J. Foye
Its: Executive Vice President
Exhibit "A" to EXHIBIT E2
Assigned Property
The Assigned Property includes each and all of the property described
below to the extent they relate to the Project described in the foregoing
Assignment:
(a) All contracts, agreements, leases, lease files and personal
property leases to which Assignor is a party pertaining to the Project, the
Improvements thereon or the Personal Property, but excluding any contracts or
agreements disapproved by Assignee pursuant to the Conveyance Agreement,
together with all deposits or prepayments presently held by Assignor, or
Assignor's agents or under Assignor's reasonable control, on Assignor's behalf
including, without limitation, any utility deposits.
(b) Any applications, filings and amendments made by Assignor with
respect to the Project, the Improvements thereon or the Personal Property.
(c) All claims and causes of action of Assignor against anyone
(including any architects or engineers), now existing or hereafter arising with
respect to the Project, the Improvements thereon or the Personal Property.
(d) All warranties and guaranties, if any, relating to the Project,
the Improvements, equipment (together with operating manuals and instructions
pertaining thereto) and fixtures located thereon, or any of the Personal
Property, to the extent any such warranties and guaranties are assignable and
are in effect and inure to the benefit of Assignor, its successors and assigns.
(e) All claims for losses under all insurance policies owned by
Assignor relating to the Project, the Improvements thereon or any of the
Personal Property, and Assignor agrees to cooperate and give such notices to the
insurers as may be required to effect such assignment and prosecute such claims.
(f) All permits and approvals, including, without limitation, any
buildings, grading or other permits and approvals, conditional use permits,
variances, and all other permits, approvals, authorizations, rights and
entitlements issued or granted with respect to the Project by any governmental
authority in connection with the Project, certificates of occupancy, licenses,
plans (including as-built), maps, reports, specifications, surveys, drawings,
insurance policies and similar items relating to the Project, the Improvements
thereon or the Personal Property.
(g) Except to the extent assigned pursuant to the Assignment of
Leases, all presently held rents, income, security deposits, operating accounts,
prepayments, deposits and credits relating to the Project, the Improvements
thereon or the Personal Property, as set forth in the Conveyance Agreement.
(h) All proceeds or rights to proceeds in any threatened or pending
condemnation or proceedings in lieu thereof relating to the Project, any
Improvements thereon or the Personal Property.
(i) All keys to the Project.
(j) All logos, designs, trade names, trademarks, service marks,
copyrights, and other intellectual property owned and used by Assignor in
connection with the ownership or operation of the Project and all goodwill
associated with the ownership or operation of the Project, if any.
(k) All rights as Declarant under any recorded covenants, conditions
and restrictions.
Exhibit "B" to EXHIBIT E2
The Knolls Legal Description
All that certain real property located in El Paso County, Colorado, and
described as follows:
PARCEL A: ALL OF BLOCK 1, GATEHOUSE GARDEN, CITY OF COLORADO SPRINGS, EL PASO
COUNTY, COLORADO, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK L-2, AT
PAGE 56.
PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 12 IN TOWNSHIP 14 SOUTH, RANGE 67 WEST OF THE 6TH P.M., DESCRIBED AS
FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 12 WITH THE NORTH LINE OF ERVAY STREET
IN ADDITION NO. 2 TO THE TOWN OF WEST COLORADO SPRINGS; THENCE NORTH ON THE WEST
LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 12 A
DISTANCE OF 150 FEET; THENCE EAST 50 FEET; THENCE SOUTH 150 FEET; THENCE WEST 50
FEET TO THE POINT OF BEGINNING, EL PASO COUNTY, COLORADO, EXCEPT THAT PORTION
CONVEYED TO EL PASO COUNTY BY DEED RECORDED JANUARY 23, 1963, IN BOOK 1942, AT
PAGE 612, EL PASO COUNTY, COLORADO.
EXHIBIT E3
ASSIGNMENT
----------
(Tates Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Assignor"), does hereby assign, transfer and set over unto CCIP
Tates Creek Village, L.L.C., a Delaware limited liability company ("Assignee"),
without representation or warranty other than as set forth herein and in the
Conveyance Agreement (as hereinafter defined), all of Assignor's right, title
and interest in and to the property described in Exhibit "A" attached hereto
(the "Assigned Property") to the extent it relates to any and all of the real
property (the "Project") described in Exhibit "B" attached hereto.
Assignee hereby accepts such assignment and assumes all obligations of Assignor
and the performance of all of the terms, covenants and conditions imposed upon
Assignor under the Assigned Property accruing or arising from and after the
Closing Date.
Capitalized terms used in this Assignment or the exhibits attached hereto shall
have the meanings ascribed to them in that certain Agreement for Conveyance of
Real Property (the "Conveyance Agreement") of even date herewith, between
Assignor as Obligor, and Consolidated Capital Institutional, a California
limited partnership ("CCIP"), as Purchaser.
Assignor represents and warrants to Assignee that Assignor has full power,
authority and right to execute and deliver this Assignment.
This Assignment is an absolute assignment of Assignor's title to the Assigned
Property in effect as well as in form and is not intended as a security
instrument of any kind.
Assignee does not assume, and nothing in this Assignment shall be construed as
an assumption of, any liabilities or obligations of Assignor under the Assigned
Property arising or accruing prior to the date of Recordation, unless expressly
assumed in writing by Assignee.
This Assignment may be relied upon as conclusive proof that each and all of the
Assigned Property have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to Assignee
such further assignments and consents as Assignee may reasonably require in
furtherance of this Assignment or to carry out the intent thereof.
Assignor acknowledges that it is expressly intended and agreed that the lien and
security interest granted under the Tates Creek Trust Deed (as defined in the
Conveyance Agreement) shall remain in full force and effect and such lien and
security interest thereunder shall not merge with the interest acquired
hereunder, but shall remain a separate and distinct and continuing lien and
security interest as therein provided.
This Assignment shall be binding on Assignor, Assignee and their respective
legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against another
party hereto by reason of any breach of any of the covenants, conditions,
agreements or provisions on the part of such other party arising out of this
Assignment, the prevailing party shall be entitled to have and recover of and
from the other party all costs and expenses of the action or suit, including
reasonable attorneys' fees.
This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Assignment has been executed as of May __, 2002.
"Assignee" "Assignor"
CCIP Tates Creek Village, L.L.C., Consolidated Capital Equity Partners,
a Delaware limited liability company L.P., a California limited partnership
By: Consolidated Capital Institutional By: ConCap Holdings, Inc., a Texas
Properties, a California limited corporation, its general partner
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its By:
general partner Harry Alcock
Its: Executive Vice President
By:
Patrick J. Foye
Its: Executive Vice President
Exhibit "A" to EXHIBIT E3
Assigned Property
The Assigned Property includes each and all of the property described
below to the extent they relate to the Project described in the foregoing
Assignment:
(a) All contracts, agreements, leases, lease files and personal
property leases to which Assignor is a party pertaining to the Project, the
Improvements thereon or the Personal Property, but excluding any contracts or
agreements disapproved by Assignee pursuant to the Conveyance Agreement,
together with all deposits or prepayments presently held by Assignor, or
Assignor's agents or under Assignor's reasonable control, on Assignor's behalf
including, without limitation, any utility deposits.
(b) Any applications, filings and amendments made by Assignor with
respect to the Project, the Improvements thereon or the Personal Property.
(c) All claims and causes of action of Assignor against anyone
(including any architects or engineers), now existing or hereafter arising with
respect to the Project, the Improvements thereon or the Personal Property.
(d) All warranties and guaranties, if any, relating to the Project,
the Improvements, equipment (together with operating manuals and instructions
pertaining thereto) and fixtures located thereon, or any of the Personal
Property, to the extent any such warranties and guaranties are assignable and
are in effect and inure to the benefit of Assignor, its successors and assigns.
(e) All claims for losses under all insurance policies owned by
Assignor relating to the Project, the Improvements thereon or any of the
Personal Property, and Assignor agrees to cooperate and give such notices to the
insurers as may be required to effect such assignment and prosecute such claims.
(f) All permits and approvals, including, without limitation, any
buildings, grading or other permits and approvals, conditional use permits,
variances, and all other permits, approvals, authorizations, rights and
entitlements issued or granted with respect to the Project by any governmental
authority in connection with the Project, certificates of occupancy, licenses,
plans (including as-built), maps, reports, specifications, surveys, drawings,
insurance policies and similar items relating to the Project, the Improvements
thereon or the Personal Property.
(g) Except to the extent assigned pursuant to the Assignment of
Leases, all presently held rents, income, security deposits, operating accounts,
prepayments, deposits and credits relating to the Project, the Improvements
thereon or the Personal Property, as set forth in the Conveyance Agreement.
(h) All proceeds or rights to proceeds in any threatened or pending
condemnation or proceedings in lieu thereof relating to the Project, any
Improvements thereon or the Personal Property.
(i) All keys to the Project.
(j) All logos, designs, trade names, trademarks, service marks,
copyrights, and other intellectual property owned and used by Assignor in
connection with the ownership or operation of the Project and all goodwill
associated with the ownership or operation of the Project, if any.
(k) All rights as Declarant under any recorded covenants, conditions
and restrictions.
Exhibit "B" to EXHIBIT E3
Legal Description of Tates Creek Property
All that certain real property located in Fayette County, Kentucky, and
described as follows:
ALL that tract or parcel of land situated on the westerly side of Tates Creek
Pike, on the northerly side of Kirklevington Drive and on the southerly side of
New Circle Road S.E. in Lexington, Fayette County, Kentucky, containing 12.00
acres, and being all of Lot 1, Block A of the final record plat of Kirklevington
South, as recorded in Plat Cabinent A, Slide 224, in the Fayette County Clerk's
Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California Limited Partnership, by CONSOLIDATED CAPITAL EQUITY PARTNERS, a
California General Partnership, through Quit Claim Deed dated November 15, 1990,
now of record in Deed Book 1567, Page 58, Fayette County Clerk's Office.
EXHIBIT E4
ASSIGNMENT
----------
(Indian Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited
partnership ("Assignor"), does hereby assign, transfer and set over unto CCIP
Indian Creek Village, L.L.C., a Delaware limited liability company ("Assignee"),
without representation or warranty other than as set forth herein and in the
Conveyance Agreement (as hereinafter defined), all of Assignor's right, title
and interest in and to the property described in Exhibit "A" attached hereto
(the "Assigned Property") to the extent it relates to any and all of the real
property (the "Project") described in Exhibit "B" attached hereto.
Assignee hereby accepts such assignment and assumes all obligations of Assignor
and the performance of all of the terms, covenants and conditions imposed upon
Assignor under the Assigned Property accruing or arising from and after the
Closing Date.
Capitalized terms used in this Assignment or the exhibits attached hereto shall
have the meanings ascribed to them in that certain Agreement for Conveyance of
Real Property (the "Conveyance Agreement") of even date herewith, between
Assignor as Obligor, and Consolidated Capital Institutional, a California
limited partnership ("CCIP"), as Purchaser.
Assignor represents and warrants to Assignee that Assignor has full power,
authority and right to execute and deliver this Assignment.
This Assignment is an absolute assignment of Assignor's title to the Assigned
Property in effect as well as in form and is not intended as a security
instrument of any kind.
Assignee does not assume, and nothing in this Assignment shall be construed as
an assumption of, any liabilities or obligations of Assignor under the Assigned
Property arising or accruing prior to the date of Recordation, unless expressly
assumed in writing by Assignee.
This Assignment may be relied upon as conclusive proof that each and all of the
Assigned Property have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to Assignee
such further assignments and consents as Assignee may reasonably require in
furtherance of this Assignment or to carry out the intent thereof.
Assignor acknowledges that it is expressly intended and agreed that the lien and
security interest granted under the Indian Creek Trust Deed (as defined in the
Conveyance Agreement) shall remain in full force and effect and such lien and
security interest thereunder shall not merge with the interest acquired
hereunder, but shall remain a separate and distinct and continuing lien and
security interest as therein provided.
This Assignment shall be binding on Assignor, Assignee and their respective
legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against another
party hereto by reason of any breach of any of the covenants, conditions,
agreements or provisions on the part of such other party arising out of this
Assignment, the prevailing party shall be entitled to have and recover of and
from the other party all costs and expenses of the action or suit, including
reasonable attorneys' fees.
This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which, together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, this Assignment has been executed as of May __, 2002.
"Assignee" "Assignor"
CCIP Indian Creek Village, L.L.C., Consolidated Capital Equity Partners,
a Delaware limited liability company L.P., a California limited partnership
By: Consolidated Capital Institutional By: ConCap Holdings, Inc., a Texas
Properties, a California limited corporation, its general partner
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its By:
general partner Harry Alcock
Its: Executive Vice President
By:
Patrick J. Foye
Its: Executive Vice President
Exhibit "A" to EXHIBIT E4
Assigned Property
The Assigned Property includes each and all of the property described
below to the extent they relate to the Project described in the foregoing
Assignment:
(a) All contracts, agreements, leases, lease files and personal
property leases to which Assignor is a party pertaining to the Project, the
Improvements thereon or the Personal Property, but excluding any contracts or
agreements disapproved by Assignee pursuant to the Conveyance Agreement,
together with all deposits or prepayments presently held by Assignor, or
Assignor's agents or under Assignor's reasonable control, on Assignor's behalf
including, without limitation, any utility deposits.
(b) Any applications, filings and amendments made by Assignor with
respect to the Project, the Improvements thereon or the Personal Property.
(c) All claims and causes of action of Assignor against anyone
(including any architects or engineers), now existing or hereafter arising with
respect to the Project, the Improvements thereon or the Personal Property.
(d) All warranties and guaranties, if any, relating to the Project,
the Improvements, equipment (together with operating manuals and instructions
pertaining thereto) and fixtures located thereon, or any of the Personal
Property, to the extent any such warranties and guaranties are assignable and
are in effect and inure to the benefit of Assignor, its successors and assigns.
(e) All claims for losses under all insurance policies owned by
Assignor relating to the Project, the Improvements thereon or any of the
Personal Property, and Assignor agrees to cooperate and give such notices to the
insurers as may be required to effect such assignment and prosecute such claims.
(f) All permits and approvals, including, without limitation, any
buildings, grading or other permits and approvals, conditional use permits,
variances, and all other permits, approvals, authorizations, rights and
entitlements issued or granted with respect to the Project by any governmental
authority in connection with the Project, certificates of occupancy, licenses,
plans (including as-built), maps, reports, specifications, surveys, drawings,
insurance policies and similar items relating to the Project, the Improvements
thereon or the Personal Property.
(g) Except to the extent assigned pursuant to the Assignment of
Leases, all presently held rents, income, security deposits, operating accounts,
prepayments, deposits and credits relating to the Project, the Improvements
thereon or the Personal Property, as set forth in the Conveyance Agreement.
(h) All proceeds or rights to proceeds in any threatened or pending
condemnation or proceedings in lieu thereof relating to the Project, any
Improvements thereon or the Personal Property.
(i) All keys to the Project.
(j) All logos, designs, trade names, trademarks, service marks,
copyrights, and other intellectual property owned and used by Assignor in
connection with the ownership or operation of the Project and all goodwill
associated with the ownership or operation of the Project, if any.
(k) All rights as Declarant under any recorded covenants, conditions
and restrictions.
Exhibit "B" to EXHIBIT E4
Indian Creek Legal Description
All that certain real property located in Johnson County, Kansas described as
follows:
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for roads and utility facilities as
established and defined by the "Cross Easement Agreement" filed March 31, 1978,
under Document No. 1158904 in Volume 1319 at Page 356 as affected by the
"Partial Release of Easement Rights" filed March 31, 1983, under Document No.
1400507 in Volume 1841 at Page 812, over the following described property: Tract
F, Indian Creek Village, Second Plat, a subdivision in the City of Overland
Park, Johnson County, Kansas.
EXHIBIT F1
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
Attention: Patti K. Fielding
- ----------SPACE ABOVE THIS LINE FOR RECORDER'S USE----------
ASSIGNMENT OF LEASES
- --------------------
(Silverado)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Assignor"), does hereby assign, transfer and set over unto
CCIP Silverado, L.P., a Delaware limited partnership ("Assignee"), without
representation or warranty other than as set forth herein and in the Conveyance
Agreement (as hereinafter defined), all of Assignor's right, title and interest
in and to the leases and similar agreements concerning use of space within the
improvements located on the property situated in the County of El Paso, State of
Texas, and more particularly described in Exhibit "A" attached hereto (referred
to as the "Silverado Project"), and all modifications, extensions and guarantees
thereof (collectively, the "Leases") and Assignee hereby accepts such assignment
and assumes all obligations of Assignor and the performance of all of the terms,
covenants and conditions imposed upon Assignor under the Leases accruing or
arising from and after the Closing Date.
Assignor has conveyed the Silverado Project to Assignee by deed of even
date herewith.
Capitalized terms used in this Assignment of Leases shall have the
meanings ascribed to them in that certain Agreement for Conveyance of Real
Property (the "Conveyance Agreement") of even date herewith, between Assignor as
Obligor, and Consolidated Capital Institutional Properties, a California limited
partnership, as Purchaser.
This Assignment of Leases is an absolute assignment of Assignor's right
and title in and to the Leases, in effect as well as in form and is not intended
as a security instrument of any kind.
Assignee does not assume, and nothing in this Assignment of Leases shall
be construed as an assumption of, any liabilities or obligations of Assignor
under the Leases arising or accruing prior to the Closing Date.
This Assignment of Leases may be relied upon as conclusive proof that each
and all of the Leases have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to
Assignee such further assignments and consents as Assignee may reasonably
require in furtherance of this Assignment of Leases or to carry out the intent
hereof.
Assignor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under the Silverado Trust Deed (as defined in
the Conveyance Agreement), shall remain, in full force and effect and such lien
and security interest shall not merge with the interest acquired hereunder, but
shall remain a separate and distinct and continuing lien and security interest
as therein provided.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Deed of Trust, Assignment
of Rents and Security Agreement dated October 4, 1982, and recorded on October
7, 1982, in Volume 1294 at Page 1268, as modified by (a) that certain First Plan
Modification to Deed of Trust, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 in Volume 2243 at Page 773,
and (b) that certain Second Plan Modification to Deed of Trust, Assignment of
Rents and Security Agreement dated November 15, 1990 and recorded on November
19, 1990 in Volume 2243 at Page 790 shall remain, individually and/or
collectively, in full force and effect and such lien and security interest
thereunder shall not merge with the interest acquired hereunder, but shall
remain a separate and distinct and continuing lien and security interest as
therein provided.
This Assignment of Leases shall be binding upon Assignor, Assignee and
their respective legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against
another party hereto by reason of any breach of any of the covenants,
conditions, agreements or provisions on the part of such other party arising out
of this Assignment of Leases, the prevailing party shall be entitled to have and
recover of and from the other party all costs and expenses of the action or
suit, including reasonable attorneys' fees.
This Assignment of Leases may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Assignment of Leases has been executed as of May
__, 2002.
"Assignee" "Assignor"
CCIP Silverado, L.P., Consolidated Capital Equity Partners,
a Delaware limited partnership L.P., a California limited partnership
By: CCIP Silverado, L.L.C., a Delaware By: ConCap Holdings, Inc., a Texas
limited liability company, its corporation, its general partner
general partner
By: Consolidated Capital
Institutional Properties, a By:
California limited Harry Alcock
partnership, its sole member Its: Executive Vice President
By: ConCap Equities, Inc., a
Delaware corporation, its
general partner
By:
Patrick J. Foye
Its: Executive Vice President
Notary Acknowledgement
STATE OF __________ ss.
ss.
COUNTY OF ss.
---------------
This instrument was acknowledged before me on this ______ day of ________,
2002, by ______________________, for ConCap Holdings, Inc., a Texas corporation,
general partner of said Consolidated Capital Equity Partners, L.P., a California
limited partnership.
Given under my hand and seal of office this _____ day of _____________,
2002.
Notary Public in and for
The State of ___________
My Commission Expires:
STATE OF __________ ss.
ss.
COUNTY OF ss.
---------------
This instrument was acknowledged before me on this ______ day of
___________, 2002, by ______________________, for ConCap Equities, Inc., a
Delaware corporation, general partner of Consolidated Capital Institutional
Properties, a California limited partnership, sole member of CCIP Silverado,
L.L.C., a Delaware limited liability company, general partner of CCIP Silverado,
L.P., a Delaware limited partnership.
Given under my hand and seal of office this _____ day of _____________,
2002.
Notary Public in and for
The State of __________
My Commission Expires:
Exhibit "A" to EXHIBIT F1
Silverado Legal Description
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet.
Being the same property conveyed in Quitclaim Deed dated November 15, 1990, from
Consolidated Capital Equity Partners, a California General Partnership, to
Consolidated Capital Equity Partners L.P., a California Limited Partnership,
recorded on March 5, 1991, in Volume 2278, Page 2265, Real Property Records of
El Paso County, Texas.
EXHIBIT F2
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
Attention: Patti K. Fielding
- ----------SPACE ABOVE THIS LINE FOR RECORDER'S USE----------
ASSIGNMENT OF LEASES
--------------------
(The Knolls)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Assignor"), does hereby assign, transfer and set over unto
CCIP Knolls, L.L.C., a Delaware limited liability company ("Assignee"), without
representation or warranty other than as set forth herein and in the Conveyance
Agreement (as hereinafter defined), all of Assignor's right, title and interest
in and to the leases and similar agreements concerning use of space within the
improvements located on the property situated in the County of El Paso, State of
Colorado, and more particularly described in Exhibit "A" attached hereto
(referred to as "The Knolls Project"), and all modifications, extensions and
guarantees thereof (collectively, the "Leases") and Assignee hereby accepts such
assignment and assumes all obligations of Assignor and the performance of all of
the terms, covenants and conditions imposed upon Assignor under the Leases
accruing or arising from and after the Closing Date.
Assignor has conveyed The Knolls Project to Assignee by deed of even date
herewith.
Capitalized terms used in this Assignment of Leases shall have the
meanings ascribed to them in that certain Agreement for Conveyance of Real
Property (the "Conveyance Agreement") of even date herewith, between Assignor as
Obligor, and Consolidated Capital Institutional Properties, a California limited
partnership, as Purchaser.
This Assignment of Leases is an absolute assignment of Assignor's right
and title in and to the Leases, in effect as well as in form and is not intended
as a security instrument of any kind.
Assignee does not assume, and nothing in this Assignment of Leases shall
be construed as an assumption of, any liabilities or obligations of Assignor
under the Leases arising or accruing prior to the Closing Date.
This Assignment of Leases may be relied upon as conclusive proof that each
and all of the Leases have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to
Assignee such further assignments and consents as Assignee may reasonably
require in furtherance of this Assignment of Leases or to carry out the intent
hereof.
Assignor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under The Knolls Trust Deed (as defined in
the Conveyance Agreement), shall remain, in full force and effect and such lien
and security interest shall not merge with the interest acquired hereunder, but
shall remain a separate and distinct and continuing lien and security interest
as therein provided.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Deed of Trust dated May 5,
1982 and recorded on May 13, 1982 in Book 3564 at Page 25, as modified by (a)
that certain Amendment of Deed of Trust dated July 12, 1983 and recorded on
August 29, 1983 in Book 3773 at Page 492, (b) that certain First Plan
Modification to Deed of Trust dated November 15, 1990 and recorded on November
19, 1990 in Book 5791 at Page 348, and (c) that certain Second Plan Modification
to Deed of Trust dated November 15, 1990 and recorded on November 19, 1990 in
Book 5791 at Page 362 shall remain, individually and/or collectively, in full
force and effect and such lien and security interest thereunder shall not merge
with the interest acquired hereunder, but shall remain a separate and distinct
and continuing lien and security interest as therein provided.
This Assignment of Leases shall be binding upon Assignor, Assignee and
their respective legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against
another party hereto by reason of any breach of any of the covenants,
conditions, agreements or provisions on the part of such other party arising out
of this Assignment of Leases, the prevailing party shall be entitled to have and
recover of and from the other party all costs and expenses of the action or
suit, including reasonable attorneys' fees.
This Assignment of Leases may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Assignment of Leases has been executed as of May
__, 2002.
"Assignee" "Assignor"
CCIP Knolls, L.L.C., Consolidated Capital Equity Partners,
a Delaware limited liability company L.P., a California limited partnership
By: Consolidated Capital Institutional By: ConCap Holdings, Inc., a Texas
Properties, a California limited corporation, its general partner
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its By:
general partner Harry Alcock
Its: Executive Vice President
By:
Patrick J. Foye
Its: Executive Vice President
Notary Acknowledgement
State of ____________________
County of __________________
The foregoing instrument was acknowledged before me this ___ day of __________,
2002, by _________________________ of ConCap Holdings, Inc., a Texas
corporation, general partner (or agent), on behalf of Consolidated Capital
Equity Partners, L.P., a California limited partnership.
(Notary Public)
Notary Acknowledgement
State of ____________________
County of __________________
The foregoing instrument was acknowledged before me this ___ day of __________,
2002, by _________________________ of ConCap Equities, Inc., a Delaware
corporation, general partner, on behalf of Consolidated Capital Institutional
Properties, a California limited partnership, sole member, on behalf of CCIP
Knolls, L.L.C., a Delaware limited liability company.
(Notary Public)
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Exhibit "A" to EXHIBIT F2
The Knolls Legal Description
All that certain real property located in El Paso County, Colorado, and
described as follows:
PARCEL A: ALL OF BLOCK 1, GATEHOUSE GARDEN, CITY OF COLORADO SPRINGS, EL PASO
COUNTY, COLORADO, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT BOOK L-2, AT
PAGE 56.
PARCEL B: THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF
SECTION 12 IN TOWNSHIP 14 SOUTH, RANGE 67 WEST OF THE 6TH P.M., DESCRIBED AS
FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF THE SOUTHEAST QUARTER
OF THE NORTHWEST QUARTER OF SAID SECTION 12 WITH THE NORTH LINE OF ERVAY STREET
IN ADDITION NO. 2 TO THE TOWN OF WEST COLORADO SPRINGS, THENCE NORTH ON THE WEST
LINE OF THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 12 A
DISTANCE OF 150 FEET; THENCE EAST 50 FEET; THENCE SOUTH 150 FEET; THENCE WEST 50
FEET TO THE POINT OF BEGINNING, EL PASO COUNTY, COLORADO, EXCEPT THAT PORTION
CONVEYED TO EL PASO COUNTY BY DEED RECORDED JANUARY 23, 1963, IN BOOK 1942, AT
PAGE 612, EL PASO COUNTY, COLORADO.
EXHIBIT F3
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
Attention: Patti K. Fielding
- ----------SPACE ABOVE THIS LINE FOR RECORDER'S USE----------
ASSIGNMENT OF LEASES
- --------------------
(Tates Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Assignor"), does hereby assign, transfer and set over unto
CCIP Tates Creek Village, L.L.C., a Delaware limited liability company
("Assignee"), without representation or warranty other than as set forth herein
and in the Conveyance Agreement (as hereinafter defined), all of Assignor's
right, title and interest in and to the leases and similar agreements concerning
use of space within the improvements located on the property situated in the
County of Fayette, State of Kentucky and more particularly described in Exhibit
"A" attached hereto (referred to as the "Tates Creek Project"), and all
modifications, extensions and guarantees thereof (collectively, the "Leases")
and Assignee hereby accepts such assignment and assumes all obligations of
Assignor and the performance of all of the terms, covenants and conditions
imposed upon Assignor under the Leases accruing or arising from and after the
Closing Date.
Assignor has conveyed the Tates Creek Project to Assignee by deed of even
date herewith.
Capitalized terms used in this Assignment of Leases shall have the
meanings ascribed to them in that certain Agreement for Conveyance of Real
Property (the "Conveyance Agreement") of even date herewith, between Assignor as
Obligor, and Consolidated Capital Institutional Properties, a California limited
partnership, as Purchaser.
This Assignment of Leases is an absolute assignment of Assignor's right
and title in and to the Leases, in effect as well as in form and is not intended
as a security instrument of any kind.
Assignee does not assume, and nothing in this Assignment of Leases shall
be construed as an assumption of, any liabilities or obligations of Assignor
under the Leases arising or accruing prior to the Closing Date.
This Assignment of Leases may be relied upon as conclusive proof that each
and all of the Leases have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to
Assignee such further assignments and consents as Assignee may reasonably
require in furtherance of this Assignment of Leases or to carry out the intent
hereof.
Assignor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under the Tates Creek Trust Deed (as defined
in the Conveyance Agreement), shall remain, in full force and effect and such
lien and security interest shall not merge with the interest acquired hereunder,
but shall remain a separate and distinct and continuing lien and security
interest as therein provided.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Mortgage, Assignment of
Rents and Security Agreement dated March 24, 1982 and recorded on March 24, 1982
in Mortgage Book 1194 at Page 315, as modified by (a) that certain First Plan
Modification to Mortgage, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 in Deed Book 1567 at Page 49
and Mortgage Book 1625 at Page 621, and (b) that certain Second Plan
Modification to Mortgage, Assignment of Rents and Security Agreement dated
November 15, 1990 and recorded on November 19, 1990 in Deed Book 1567 at Page 78
and Mortgage Book 1625 at Page 626, shall remain, individually and/or
collectively, in full force and effect and such lien and security interest
thereunder shall not merge with the interest acquired hereunder, but shall
remain a separate and distinct and continuing lien and security interest as
therein provided.
This Assignment of Leases shall be binding upon Assignor, Assignee and
their respective legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against
another party hereto by reason of any breach of any of the covenants,
conditions, agreements or provisions on the part of such other party arising out
of this Assignment of Leases, the prevailing party shall be entitled to have and
recover of and from the other party all costs and expenses of the action or
suit, including reasonable attorneys' fees.
This Assignment of Leases may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Assignment of Leases has been executed as of May
__, 2002.
"Assignee" "Assignor"
CCIP Tates Creek Village, Consolidated
L.L.C., Capital
a Delaware limited liability Equity
company Partners,
L.P., a
By: Consolidated Capital California
Institutional Properties, a limited
California limited partnership
partnership, its sole member
By: ConCap
By: ConCap Equities, Inc., Holdings,
a Delaware corporation, Inc., a
its general partner Texas
corporation,
its
general
By: partner
Patrick J. Foye
Its: Executive Vice
President
By:
Harry
Alcock
Its:
Executive
Vice
President
Notary Acknowledgement
STATE OF _________________ )
) ss.
COUNTY OF _______________ )
The foregoing Assignment of Leases ("Assignment") was acknowledged and
sworn to before me ____ day of _____________, 2002, by
______________________________ of CONCAP HOLDINGS, INC., a Texas corporation, as
general partner of CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership, for and on behalf of the limited partnership.
My commission expires: .
--------------------------
[Affix Notary Seal]
------------------------------------
NOTARY PUBLIC
STATE OF __________ )
) ss.
COUNTY OF _______________ )
The foregoing Assignment of Leases ("Assignment") was acknowledged and
sworn to before me this _____ day of __________, 2002, by __________________, of
CONCAP EQUITIES, INC., a Delaware corporation, as general partner of
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, a California limited partnership,
as sole member of CCIP TATES CREEK VILLAGE, L.L.C., a Delaware limited liability
company.
My commission expires:__________________
[Affix Notary Seal]
------------------------------------
NOTARY PUBLIC
THIS INSTRUMENT PREPARED BY:
THURMAN, WHITE & ANDERSON Attorneys at Law 333 West Vine Street, Suite 207
Lexington, KY 40507
CCTrans_LA274745.8
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Exhibit "A" to EXHIBIT F3
Tates Creek Legal Description
All that certain real property located in Fayette County, Kentucky, and
described as follows:
ALL that tract or parcel of land situated on the westerly side of Tates Creek
Pike, on the northerly side of Kirklevington Drive and on the southerly side of
New Circle Road S.E. in Lexington, Fayette County, Kentucky, containing 12.00
acres, and being all of Lot 1, Block A of the final record plat of Kirklevington
South, as recorded in Plat Cabinent A, Slide 224, in the Fayette County Clerk's
Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California Limited Partnership, by CONSOLIDATED CAPITAL EQUITY PARTNERS, a
California General Partnership, through Quit Claim Deed dated November 15, 1990,
now of record in Deed Book 1567, Page 58, Fayette County Clerk's Office.
EXHIBIT F4
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
c/o AIMCO
2000 So. Colorado Blvd.
Tower Two, Suite 2-1000
Denver, Colorado 80222
Attention: Patti K. Fielding
- ----------SPACE ABOVE THIS LINE FOR RECORDER'S USE----------
ASSIGNMENT OF LEASES
- --------------------
(Indian Creek)
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership ("Assignor"), does hereby assign, transfer and set over unto
CCIP Indian Creek Village, L.L.C., a Delaware limited liability company
("Assignee"), without representation or warranty other than as set forth herein
and in the Conveyance Agreement (as hereinafter defined), all of Assignor's
right, title and interest in and to the leases and similar agreements concerning
use of space within the improvements located on the property situated in the
County of Johnson, State of Kansas and more particularly described in Exhibit
"A" attached hereto (referred to as the "Indian Creek Project"), and all
modifications, extensions and guarantees thereof (collectively, the "Leases")
and Assignee hereby accepts such assignment and assumes all obligations of
Assignor and the performance of all of the terms, covenants and conditions
imposed upon Assignor under the Leases accruing or arising from and after the
Closing Date.
Assignor has conveyed the Indian Creek Project to Assignee by deed of even
date herewith.
Capitalized terms used in this Assignment of Leases shall have the
meanings ascribed to them in that certain Agreement for Conveyance of Real
Property (the "Conveyance Agreement") of even date herewith, between Assignor as
Obligor, and Consolidated Capital Institutional Properties, a California limited
partnership, as Purchaser.
This Assignment of Leases is an absolute assignment of Assignor's right
and title in and to the Leases, in effect as well as in form and is not intended
as a security instrument of any kind.
Assignee does not assume, and nothing in this Assignment of Leases shall
be construed as an assumption of, any liabilities or obligations of Assignor
under the Leases arising or accruing prior to the Closing Date.
This Assignment of Leases may be relied upon as conclusive proof that each
and all of the Leases have been transferred to Assignee.
Assignor covenants and agrees with Assignee to hereafter furnish to
Assignee such further assignments and consents as Assignee may reasonably
require in furtherance of this Assignment of Leases or to carry out the intent
hereof.
Assignor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under the Indian Creek Trust Deed (as defined
in the Conveyance Agreement), shall remain, in full force and effect and such
lien and security interest shall not merge with the interest acquired hereunder,
but shall remain a separate and distinct and continuing lien and security
interest as therein provided.
Grantor acknowledges that it is expressly intended and agreed that the
lien and security interest granted under that certain Mortgage, Assignment of
Rents and Security Agreement dated November 8, 1982 and recorded on November 10,
1982 as shown in Document No. 1383268 in Voume 1800 at Page 139, as modified by
(a) that certain First Plan Modification to Mortgage, Assignment of Rents and
Security Agreement dated November 15, 1990 and recorded on November 19, 1990 as
shown in Document No. 1986905 in Volume 3266 at Page 996, and (b) that certain
Second Plan Modification to Mortgage, Assignment of Rents and Security Agreement
dated November 15, 1990 and recorded on November 19, 1990 as shown in Document
No. 1986908 in Volume 3267 at Page 9 shall remain, individually and/or
collectively, in full force and effect and such lien and security interest
thereunder shall not merge with the interest acquired hereunder, but shall
remain a separate and distinct and continuing lien and security interest as
therein provided.
This Assignment of Leases shall be binding upon Assignor, Assignee and
their respective legal representatives, successors and assigns.
In the event any action or suit is brought by a party hereto against
another party hereto by reason of any breach of any of the covenants,
conditions, agreements or provisions on the part of such other party arising out
of this Assignment of Leases, the prevailing party shall be entitled to have and
recover of and from the other party all costs and expenses of the action or
suit, including reasonable attorneys' fees.
This Assignment of Leases may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one
and the same instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Assignment of Leases has been executed as of May
___, 2002.
"Assignee" "Assignor"
CCIP Indian Creek Village, L.L.C., Consolidated Capital Equity Partners,
a Delaware limited liability company L.P., a California limited partnership
By: Consolidated Capital Institutional By: ConCap Holdings, Inc., a Texas
Properties, a California limited corporation, its general partner
partnership, its sole member
By: ConCap Equities, Inc., a
Delaware corporation, its By:
general partner Harry Alcock
Its: Executive Vice President
By:
Patrick J. Foye
Its: Executive Vice President
Notary Acknowledgement
STATE OF )
---------------
)
COUNTY OF )
--------------
BE IT REMEMBERED, That on this ____ day of ______________, A.D., 2002, before
me, appeared ___________________, to me personally known, who being by me duly
sworn, did say that he/she is the _____________ of CONCAP HOLDINGS, INC., the
sole general partner of CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California
limited partnership, and that said instrument was signed in behalf of said
partnership, and said _____________________ acknowledged said instrument to be
the free act and deed of said ________________.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
my office the day and year last above written.
- -----------------------------------
Notary Public
My Commission Expires:
STATE OF )
---------------
)
COUNTY OF )
--------------
BE IT REMEMBERED, That on this ____ day of ______________, A.D., 2002, before
me, appeared ___________________, to me personally known, who being by me duly
sworn, did say that he/she is the _____________ of Concap Equities, Inc., a
Delaware corporation, as general partner of Consolidated Capital Institutional
Properties, a California limited partnership, the sole member of CCIP Indian
Creek Village, L.L.C., a Delaware limited liability company ("Company"), and
that said instrument was signed in behalf of said Company, and said Company
acknowledged said instrument to be the free act and deed of said Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
my office the day and year last above written.
- -----------------------------------
Notary Public
My Commission Expires:
Exhibit "A" to EXHIBIT F4
Indian Creek Legal Description
All that certain real property located in Johnson County, Kansas described as
follows:
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for pedestrian and vehicular ingress and
egress over and across the private roads of Thornington Corporation and Kans
Corporation as set forth and established in that certain Cross Easement
Agreement dated March 16, 1978 and recorded March 31, 1978, as Document No.
1158904 in Vol. 1319 at Page 356 over the following described property:
Tract F, Indian Creek Village, Second Plat, a subdivision in the City of
Overland Park, Johnson County, Kansas.
EXHIBIT G
AFFIDAVIT
STATE OF ___________ )
) SS.
COUNTY OF ____________ )
The undersigned hereby certifies the following:
That Harry Alcock , as the Executive Vice President of ConCap Holdings,
Inc., a Texas corporation ("General Partner"), the general partner of
CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P., a California limited partnership
("Grantor"), executed and delivered that certain (i) Silverado Deed to CCIP
Silverado, L.P., a Delaware limited partnership (the "Silverado LP"), (ii) The
Knolls Deed to CCIP Knolls, L.L.C., a Delaware limited liability company (the
"Knolls LLC"), (iii) Tates Creek Deed to CCIP Tates Creek Village, L.L.C., a
Delaware limited liability company (the "Tates Creek LLC"), and (iv) Indian
Creek Deed to CCIP Indian Creek Village L.L.C., a Delaware limited liability
company (the "Indian Creek LLC") (the Silverado Deed, the Knolls Deed, the Tates
Creek Deed and the Indian Creek Deed are hereinafter collectively referred to as
the "Deeds") (the Silverado LP, the Knolls LLC, the Tates Creek LLC and the
Indian Creek LLC are hereinafter collectively referred to as the "Grantees"),
dated of even date herewith, conveying respectively (i) that certain property
("Silverado Property") located in the County of El Paso, State of Texas, (ii)
that certain property (the "Knolls Property") located in the County of El Paso,
State of Colorado, (iii) that certain property (the "Tates Creek
Property")located in the County of Fayette, State of Kentucky and (iv) that
certain property (the "Indian Creek Property") located in the County of Johnson,
State of Kansas, as each are more particularly described on Exhibit "A" attached
hereto and made a part hereof (collectively, referred to as the "Projects");
That the Deeds are intended to be an absolute conveyance of the title to
the Projects to Grantees, and were not and are not now intended as a mortgage,
trust conveyance, or security of any kind; that it was Grantor's intention as
grantor in the Deeds and by the Deeds Grantor did convey to Grantees all of
Grantor's right, title and interest absolutely in and to the Projects; and that
possession of the Projects has been surrendered to Grantees;
That in the execution and delivery of the Deeds, Grantor was not acting
under any misapprehension as to the effect thereof, and acted freely and
voluntarily, and was not acting under coercion or duress; that the consideration
for the Deeds were and are, among other things, the covenant or agreement of
Consolidated Capital Institutional Properties, a California limited partnership
("CCIP") (i) not to sue Obligor or any of its constituent partners for any
liability on its obligations under the Loan Agreement, the Note, the Trust Deeds
or any of the other Loan Documents as it relates only to the Deed-in-Lieu
Properties, and agrees to look solely to the Deed-in-Lieu Properties and the
Additional Collateral for satisfaction of that portion of the obligations
relating only to the Deed-in-Lieu Properties (the "Deed-in-Lieu Indebtedness,"
e.g., a total of $_____ in interest and principal as of the date hereof), (ii)
to assume or cause its nominee or its assignee to assume the Assumed Obligations
(as hereinafter defined), and (iii) to release Obligor from any liability on the
Deed-in-Lieu Indebtedness provided that Purchaser does not release Obligor from
(i) Obligor's representations and warranties as set forth in Paragraph 7 of this
Agreement and/or (ii) Obligor's obligations under the Loan Agreement, the Note,
or the Trust Deeds relating to the Foreclosure Properties (as defined in that
certain Agreement For Conveyance of Real Property of even date herewith between
Grantor, as Obligor, and CCIP, as Purchaser). Obligor and Purchaser acknowledge
and agree that the foregoing consideration is fair and adequate;
That Grantor believed and now believes that the aforesaid consideration
therefor represents the reasonably equivalent value of the Projects so deeded;
That this Affidavit and estoppel certificate is made for the protection
and benefit of Grantees in the Deeds, its successors and assigns, and all other
parties hereafter dealing with or who may acquire an interest in the Projects,
and particularly for the benefit of any title insurance company which is about
to insure the title to the Projects in reliance thereon and any other title
company which may hereafter insure the title to the Projects; and
That the undersigned will testify, declare, depose or certify before any
competent tribunal, officer, or person, in any case now pending or which may
hereafter be instituted, to the truth of the particular facts hereinabove set
forth.
Dated as of May __, 2002
Consolidated Capital Equity Partners,
L.P., a California limited partnership
By: ConCap Holdings, Inc., a Texas
corporation, its general partner
By:
Harry Alcock
Its: Executive Vice President
STATE OF __________________ )
)
COUNTY OF ________________ )
On _____________________, before me, _____________________________________, a
Notary Public, personally appeared _________________________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
- -----------------------------------
Notary Public
Exhibit "A" to EXHIBIT G
Legal Description of the Projects
Silverado Legal Description
That certain property located in the City of El Paso, County of El Paso, State
of Texas, described as follows:
A portion of Lots 5 and 8, Block 1, FARAH SUBDIVISION, an Addition to the City
of El Paso, El Paso County, Texas, according to the map thereof on file in Book
29, Page 26, Plat Records, El Paso County, Texas, being more particularly
described by metes and bounds as follows:
Commencing at an existing city monument in the center line intersection of
Viscount Boulevard and Shaver Drive; Thence with center line of Viscount
Boulevard South 70(0)24'52" East a distance of 39.92<180>; Thence, leaving said
center line South 19(0)35'08" West a distance of 60.00<180> to a 5/8" rebar with
cap set on the South Right-of-way of said Boulevard, and being the POINT OF
BEGINNING;
Thence, with said right-of-way South 70(0)24'52" East a distance of 116.12<180>
to a 3/8" rebar found at the beginning of a curve to the right;
Thence, with the arc of said curve 690.53<180> having a radius of 763.92<180>, a
delta of 51(0)47'30" and a chord bearing South 44(0)31'07" East a distance of
667.26<180> to a 5/8" rebar with cap set;
Thence, with said right-of-way South 18(0)37'22" East a distance of 510.83<180>
to a 5/8" rebar with cap set;
Thence, leaving said right-of-way South 71(0)22'38" West a distance of
239.94<180> to a 5/8" rebar with cap set;
Thence, North 54(0)07'22" West a distance of 529.00<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 262.80<180> to an inaccessible
corner and being the Southwest corner of El Paso Electric Company sub-station
site;
Thence, South 70(0)24'52" East a distance of 145.73<180>to a galvanized fence
post found;
Thence, South 18(0)37'22" East a distance of 39.99<180> to a 5/8" rebar with cap
set in the South boundary line of El Paso Electric Company sub-station site;
Thence, North 71(0)22'38" East a distance of 25.00<180> to a 5/8" rebar with cap
set being the Southeast corner of El Paso Electric Company sub-station site;
Thence, North 18(0)37'22" West a distance of 185.00<180> to an inaccessible
corner and being the Northeast corner of El Paso Electric sub-station site;
Thence, South 71(0)22'38" West a distance of 25.00<180>to a 5/8" rebar with cap
set;
Thence,South 18(0)37'22" East a distance of 17.75<180>to an inaccessible corner;
Thence, North 70(0)24'52" West a distance of 115.76<180> to an inaccessible
corner being the Northeast corner of El Paso Electric Company sub-station site;
Thence, South 19(0)35'08" West a distance 49.99<180> to an inaccessible corner
being the Southwest corner of El Paso Electric Company sub-station site;
Thence, North 70(0)24'52" West a distance of 287.30<180>to a 5/8" rebar with cap
set;
Thence, North 19(0)35'08" East a distance of 380.01<180> to THE POINT OF
BEGINNING containing 10,000 acres or 435,600 square feet.
Being the same property conveyed in Quitclaim Deed dated November 15, 1990, from
Consolidated Capital Equity Partners, a California General Partnership, to
Consolidated Capital Equity Partners L.P., a California Limited Partnership,
recorded on March 5, 1991, in Volume 2278, Page 2265, Real Property Records of
El Paso County, Texas.
The Knolls Legal Description
Parcel A: All of Block 1, Gatehouse Garden, City Of Colorado Springs, El Paso
County, Colorado, according to the plat thereof recorded in Plat Book L-2, at
Page 56.
Parcel B: That portion of the Southeast Quarter of the Northwest Quarter of
Section 12 in Township 14 South, Range 67 West of the 6th P.M., described as
follows: Beginning at the intersection of the West Line of the Southeast Quarter
of the Northwest Quarter of said Section 12 with the North Line of Ervay Street
in Addition No. 2 to the Town of West Colorado Springs, thence North on the West
Line of the Southeast Quarter of the Northwest Quarter of said Section 12 a
distance of 150 Feet; thence East 50 Feet; thence South 150 Feet; thence West 50
Feet to the POINT OF BEGINNING, El Paso County, Colorado, except that portion
conveyed to El Paso County by deed Recorded January 23, 1963, in Book 1942, at
Page 612, El Paso County, Colorado.
Tates Creek Legal Description
All that certain real property located in Fayette County, Kentucky, and
described as follows:
ALL that tract or parcel of land situated on the westerly side of Tates Creek
Pike, on the northerly side of Kirklevington Drive and on the southerly side of
New Circle Road S.E. in Lexington, Fayette County, Kentucky, containing 12.00
acres, and being all of Lot 1, Block A of the final record plat of Kirklevington
South, as recorded in Plat Cabinent A, Slide 224, in the Fayette County Clerk's
Office.
BEING the same property conveyed to CONSOLIDATED CAPITAL EQUITY PARTNERS L.P., a
California Limited Partnership, by CONSOLIDATED CAPITAL EQUITY PARTNERS, a
California General Partnership, through Quit Claim Deed dated November 15, 1990,
now of record in Deed Book 1567, Page 58, Fayette County Clerk's Office.
Indian Creek Legal Description
All that certain real property located in Johnson County, Kansas described as
follows:
Tract A, INDIAN CREEK VILLAGE, a subdivision in the City of Overland Park,
Johnson County, Kansas.
Together with a non-exclusive easement for roads and utility facilities as
established and defined by the "Cross Easement Agreement" filed March 31, 1978,
under Document No. 1158904 in Volume 1319 at Page 356 as affected by the
"Partial Release of Easement Rights" filed March 31, 1983, under Document No.
1400507 in Volume 1841 at Page 812, over the following described property: Tract
F, Indian Creek Village, Second Plat, a subdivision in the City of Overland
Park, Johnson County, Kansas.
EXHIBIT H
ASSIGNMENT OF PARTNERSHIP RIGHTS AND DISTRIBUTIONS
This ASSIGNMENT OF PARTNERSHIP RIGHTS AND DISTRIBUTIONS (this
"Assignment") is made as of the ___ day of May, 2002 by CONSOLIDATED CAPITAL
EQUITY PARTNERS, L.P., a California limited partnership ("Assignor"), in favor
of Consolidated Capital Institutional Properties, a California limited
partnership ("Assignee"), with reference to the following facts:
A. Assignee has previously made to Assignor, a loan in the original principal
amount of $164,938,112.00 (the "Loan"), as evidenced by that certain Amended and
Restated Note dated November 15, 1990 (the "Note"), executed by Assignor to the
order of Assignee.
B. The Loan is secured by, among other things, Assignor's interests in certain
partnerships and other collateral as more fully described below. C. Concurrently
herewith, Assignor and Assignee, are entering into that certain Agreement for
Conveyance of Real Property of even date herewith (the "Conveyance Agreement"),
pursuant to which Assignor has agreed to convey to Assignee, all of Assignor's
right, title and interest in the Distributions (as hereinafter defined). D. It
is a condition precedent to the effectiveness of the Conveyance Agreement that
Assignor execute and deliver this Assignment to Assignee. E. Capitalized terms
used herein but not otherwise defined herein shall have the meanings ascribed to
them in the Conveyance Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and
agreements hereinafter contained, the parties hereto hereby agree as follows:
A. Grant of Absolute Interest. Assignor hereby grants to Assignee all of its
--------------------------
right, title and interest in and to the following described property:
Distributions. All of Assignor's right, title and interest in and to any and all
monies, properties, payments and distributions, however described or derived,
accruing to or becoming due and payable to Assignor from any partnership
interest owned by Assignor (collectively, the "Partnerships"), including,
without limitation, the following: (i) Consolidated Capital Growth Fund, a
California limited partnership, (ii) Consolidated Capital Properties III, a
California limited partnership, (iii) Consolidated Capital Properties IV, a
California limited partnership, (iv) Consolidated Capital Properties V, a
California limited partnership, and (v) Consolidated Capital Properties VI, a
California limited partnership. Such distributions shall include, without
limitation, all profits, loan or advance repayments, priority returns, return of
capital contributions, and sales proceeds, whether such monies, properties,
payments and distributions are made by the Partnerships in respect of operating
profits, sales, exchanges, refinancings, condemnations, or insured losses of
each Partnership's assets, the liquidation of each Partnership's assets and
affairs, management fees, guaranteed payments, repayments of loans,
reimbursements of expenses or otherwise (all of the foregoing being collectively
referred to herein as the "Distributions").
Proceeds, Substitutions, Etc. To the extent not included in Section 1 hereof,
any and all proceeds, products, increases, substitutions, replacements, repairs,
additions and accessions to or of such Distributions, including, without
limitation, all insurance and the proceeds thereof, all condemnation proceeds or
the proceeds of any other form of taking thereof and all real property,
equipment, inventory, accounts, general intangibles, contract rights, documents,
instruments, chattel paper, money, deposit accounts and other tangible or
intangible property received upon the sale or disposition of any of the
foregoing now existing or hereafter arising.
Partnership Acknowledgment. To the extent required, Assignor shall cause each
Partnership and all required partners thereof to execute and deliver to Assignee
a consent to this Assignment. Nothing in this Assignment shall be deemed to
constitute an assumption by Assignee of any liability or obligation of Assignor
with respect to any of the Partnerships.
Assignor Remains Liable. Anything herein to the contrary notwithstanding,
Assignor shall remain liable under each and every Partnership agreement to
perform all of its obligations thereunder to the same extent as if this
Assignment had not been executed, and the exercise by Assignee of any of its
rights hereunder shall not release Assignor from any of its obligations under
each and every agreement of the Partnerships. Assignee shall not have any
obligation or liability under any of the agreements of the Partnerships by
reason of this Assignment, nor shall Assignee be obligated to perform any of the
obligations of Assignor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder. Further Assurances. Assignor agrees
that at any time and from time to time, at the expense of Assignor, Assignor
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or that Assignee
may request, in order to protect any interest granted or purported to be granted
hereby or to enable Assignee to exercise and to enforce its rights and remedies
hereunder.
Preserving Partnership Assets. Assignor agrees that it shall not (i) cause,
suffer or permit any of the Partnership agreements to be amended or terminated
in any manner which would materially (as reasonably determined by Assignee)
impair the value of the interests or rights of Assignor or which would
materially (as reasonably determined by Assignee) impair the interests or rights
of Assignee; (ii) waive, postpone or modify Assignee's rights to receive any
Distributions under each of the Partnership agreements in any manner which would
materially (as reasonably determined by Assignee) impair the interests or rights
of Assignee; or (iii) waive any default or breach of any of the Partnership
agreements, or give any other consent, waiver or approval thereunder, or take
any other action in connection with any of the Partnership agreements which
would materially (as reasonably determined by Assignee) impair the value of the
interests or rights of Assignee. Any such proposed action shall be submitted in
writing to Assignee at least five (5) business days prior to its execution.
Rights of Assignee.
- ------------------
All rights of Assignor to receive the Distributions which it would otherwise be
authorized to receive and retain pursuant to each of the Partnership agreements
shall cease, and Assignee shall thereafter have the sole right to receive one
hundred percent (100%) of all Distributions.
All Distributions which are received by Assignor contrary to the provisions of
this Section F shall be received in trust for the benefit of Assignee, shall be
segregated from other funds of Assignor, and forthwith shall be paid over to
Assignee (with any necessary endorsements).
No Partner. Notwithstanding anything to the contrary contained herein, neither
Assignee nor any successor-in-interest thereof shall be deemed to be a partner
in any of the Partnerships for any purposes.
Liability and Indemnification. Assignee shall not be liable to Assignor for any
act or omission by Assignee unless Assignee's conduct constitutes willful
misconduct or gross negligence. Assignor agrees to indemnify and hold Assignee
harmless from and against all losses, liabilities, claims, damages, costs and
expenses (including actual attorneys' fees and disbursements) with respect to
(a) any action taken or any omission by Assignee with respect to this
Assignment, provided that Assignee's conduct does not constitute willful
misconduct or gross negligence, and (b) any claims arising out of Assignor's
ownership of the rights to Distributions under this Assignment.
Absolute Interest; Assignment of Rights. This Assignment shall create an
absolute interest in the Distributions and shall (a) be binding upon Assignor,
his successors and assigns, (b) inure, together with the rights and remedies of
Assignee hereunder, to the benefit of Assignee and its successors, transferees
and assigns, (c) constitute, along with the Conveyance Agreement and the other
documents referred to therein, the entire agreement between Assignor and
Assignee with respect to the matters contained herein, and (d) be severable in
the event that one or more of the provisions herein is determined to be illegal
or unenforceable. Without limiting the generality of the foregoing clause (b),
Assignee may assign or otherwise transfer any interest granted hereunder to any
other person or entity, and such other person or entity shall thereupon become
vested with all the benefits in respect thereof granted to Assignee herein or
otherwise.
Amendments; Waiver. No amendment or waiver of any provision of this Assignment
nor consent to any departure by Assignor herefrom shall in any event be
effective unless the same shall be in writing and signed by Assignee, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
Notices. All notices, demands and requests of any kind which either party may be
required or desires to serve upon the other hereunder shall be in writing and
shall be delivered and be effective in accordance with the notice provisions of
the Conveyance Agreement.
Counterparts. This Assignment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
Governing Law. This Assignment is to be governed by and construed in accordance
- -------------
with the laws of the State of California.
IN WITNESS WHEREOF, Assignor has executed and delivered to Assignee this
Assignment as of the date first above written.
ASSIGNOR:
Consolidated Capital Equity Partners, L.P.,
a California limited partnership
By: ConCap Holdings, Inc.,
a Texas corporation,
its general partner
By: Harry Alcock
Its: Executive Vice President