This instrument prepared by
and return to:
W. Emmett Marston, Esq.
Martin, Tate, Morrow & Marston, P.C.
22 North Front, Suite 1100
Memphis, Tennessee 38103-1182
TRUSTEE'S DEED
WHEREAS, under date as of November 1, 1988, TENNESSEE ASSOCIATES-I
(Hampton Plaza) a Ohio general partnership, ("Grantor") executed a certain Deed
of Trust to W. Emmett Marston, Trustee, as the same appears of record in TD Book
416, Page 1578, in the Register's Office of Montgomery County, Tennessee, ("Deed
of Trust"), which Deed of Trust was assumed by Brunner Companies Income
Properties, L.P, II pursuant to that certain Assumption Agreement dated December
21, 1988 and recorded in TD Book 418, Page 1250 in said Register's Office, with
the Deed of Trust having been modified by Modification Agreement dated June 5,
1989 and recorded at TD Book 425, Page 825; further modified by that certain
Second Modification Agreement recorded at TD Book 434, Page 679 and further
modified by that certain Third Modification and Extension Agreement recorded at
TD Book 554, Page 576, all recorded in said Register's Office,("Deed of Trust");
and AETNA LIFE INSURANCE COMPANY, owner of the debt secured; and
WHEREAS, default was made in the payment of the debt and obligations
secured by said Deed of Trust, and the undersigned, as Trustee, was requested by
AEtna Life Insurance Company as the owner and holder of the debt secured by said
Deed of Trust to advertise and sell the property conveyed by said Deed of Trust
in compliance with the provisions thereof; and
WHEREAS, the undersigned as Trustee, did, in compliance with the
provisions of said Deed of Trust, advertise for sale the said property, the
advertisement for sale having been published in Leaf Chronicle, a newspaper
published in Clarksville, Montgomery County, Tennessee, in the issues of
December 4, December 11, and December 18, 1995, of said newspaper, said sale
having been advertised for Tuesday, December 26, 1995, commencing at 10:00 a.m.,
at the east door of the courthouse in Clarksville, Tennessee, at which time and
place the same was offered for sale and sold; and
WHEREAS, the highest and best bid of said property was then and there made
by HAMPTON II, L.P.* to-wit: a bid of Six Million One Hundred Fifty Thousand
Fifty Dollars ($6,150,050) for said property, which bid was then and there
accepted by the undersigned as Trustee.
NOW, THEREFORE, for the consideration named, and for and in consideration
of the compliance with the terms of said bid, the undersigned Trustee has
bargained and sold, and does hereby bargain, sell, and convey unto said HAMPTON
II, L.P.* the property advertised and sold as hereinabove recited, situated,
lying, and being in the City of Clarksville, County of Montgomery, State of
Tennessee, and more particularly described as follows:
*a South Carolina limited partnership
A tract of land in the Second and Sixth Civil Districts of Montgomery County,
Tennessee being more fully described as follows:
Beginning at an iron pin set on the west right-of-way line of U.S. Highway
79, said iron pin set being 144.72 feet north along a curve of the west
right-of-way line of U.S. Highway 79 from an iron pin set on said right-
of-way line and the northeast radius return of South Hampton Place, (a
private drive); thence,
1. Leaving the west right-of-way line of U.S. Highway 79, N. 59 degrees
19'00" W, 213.96 feet to an iron pin set; thence,
2. S 37 degrees 41' 00" W, 198.00 feet to an iron pin set in the north
right-of-way line of South Hampton Place, (a private drive); thence,
3. With the north right-of-way of South Hampton Place (a private
drive), N 52 degrees 19' 00" W, 1192.00 feet to an iron pin set.
Said point also being a southeast property corner of the Batson
East-Land Company, Inc. as of record in Deed Book 364, page 2138,
R.O.M.C., Tennessee; thence,
4. Leaving the north right-of-way line of South Hampton Place (a
private drive) and with an east line of the Batson East-Land
Company, Inc., N 37 degrees 41' 00" E, 519.37 feet to an iron pin
set; thence,
5. Leaving the Batson East-Land Company, Inc., line, S 52 degrees 19'
00" E, 75.00 feet to an iron pin set; thence,
6. N 37 degrees 41' 00" E, 81.63 feet to an iron pin set; thence,
7. N 82 degrees 41' 00" E, 316.78 feet to an iron pin set; thence,
8. S 52 degrees 19 ' 00" E, 130.00 feet to an iron pin set; thence,
9. Easterly and northerly with a 15.00-foot radius curve to the left, a
distance of 23.56 feet to an iron pin set. Said curve has a chord
bearing and distance of N 82 degrees 41' 00" E, 21.21 feet; thence,
10. N 37 degrees 41' 00" E, 80.00 feet to an iron pin set in the south
right-of-way line of North Edgewood Place, (a private drive);
thence,
11. With the south right-of-way line of North Edgewood Place, (a private
drive), S 52 degrees 19' 00" E, 53.49 feet to an iron pin set;
thence,
12. Leaving said right-of-way, S 37 degrees 41' 00" W, 93.81 feet to an
iron pin set; thence,
13. S 7 degrees 19' 00" E, 97.14 feet to an iron pin set; thence,
14. S 52 degrees 19' 00" E, 287.65 feet to an iron pin set; thence,
15. N 82 degrees 41' 00" E, 163.41 feet to an iron pin set; thence,
16. S 52 degrees 19' 00" E, 126.16 feet to an iron pin set; thence,
17. N 37 degrees 41' 00" E, 47.00 feet to an iron pin set in the south
right-of-way line of North Edgewood Place, (a private drive);
thence,
18. With the south right-of-way line of said drive, S 52 degrees 19' 00"
E, 85.61 feet to an iron pin set; thence,
19. Leaving said right-of-way, S 37 degrees 41' 00" W, 322.00 feet to an
iron pin set; thence,
20. S 52 degrees 19' 00" E, 213.91 feet to an iron pin set in the west
right-of-way lien of U.S. Highway 79; thence,
21. Along the west right-of-way of U.S. Highway 79, S 37 degrees 41' 00"
W, 137.34 feet to an iron pin set; thence,
22. S 52 degrees 19' 00" E, 5.00 feet to an iron pin set; thence,
23. Southwestwardly with a 5,789.58-foot radius curve to the left, a
distance of 262.76 feet. Said curve has a chord bearing and distance
of S 36 degrees 23' 03" W, 262.74 feet to the point of beginning and
containing 1,012,498 square feet or 23.244 acres more or less.
This tract is a portion of the same property conveyed to Tennessee &
Associates I, by deeds of record in Book 375, page 62 and Book 378, page
1907, R.O.M.C., Tennessee.
Together with the following:
In conjunction and simultaneously with this Trustee's Sale, AEtna Life
Insurance Company as secured party, has foreclosed the security interest granted
by Tennessee & Associates-I (Hampton Plaza) ("Debtor") to AEtna Life Insurance
Company ("Secured Party") in the collateral ("Collateral") described in the Deed
of Trust and in the Uniform Commercial Code financing statements filed at
Instrument No. 604409 in the office of the Tennessee Secretary of State, at File
No. 88-5290 recorded in the personal property records of said Register's Office
and at TD Book 416, Page 1699, recorded in the real property records of said
Register's Office; and by Brunner Companies Income Properties, L.P., II as
debtor to AEtna Life Insurance Company as secured party in the Collateral
described in Uniform Commercial Code financing statements filed at Instrument
No. 615431 in the office of the Tennessee Secretary of State, at File No. 89-500
recorded in the personal property records of said Register's Office and at TD
Book 418, Page 1323, recorded in the real property records in said Register's
Office and said Collateral is more particularly described as follows:
All right, title and interest of the Debtor in and to all tangible
personal property owned by the Debtor and now or at any time hereafter
located on or at the real property as described in the Deed of Trust and
as hereinafter described and in the above financing statements (the
"Property") or used in connection therewith, including, but not limited
to: all goods, machinery, tools, insurance proceeds and refunds of
insurance premiums, equipment (including fire sprinklers and alarm
systems, office air conditioning, heating, refrigerating, electronic
monitoring, entertainment, recreational, window or structural cleaning
rigs, maintenance, exclusion of vermin or insects, removal of dust, refuse
or garbage and all other equipment of every kind), lobby and all other
indoor and outdoor furniture (including tables, chairs, planters, desks,
sofas, shelves, lockers and cabinets), wall beds, wall safes, furnishings,
appliances (including ice boxes, refrigerators, fans, heaters, stoves,
water heaters and incinerators), inventory, rugs, carpets and other floor
coverings, draperies and drapery rods and brackets, awnings, window
shades, venetian blinds, curtains, lamps, chandeliers and other lighting
fixtures and office maintenance and other supplies; and any proceeds
(including insurance proceeds) of the foregoing, any additions and
accessions thereto, and any replacement or renewals of all of the
foregoing;
TOGETHER WITH all proceeds arising from or by virtue of the sale,
lease or other disposition of any of the real or personal property
described herein; all proceeds (including premium refunds) payable or to
be payable under each policy of insurance relating to the improvements now
or hereafter constructed on the Property (the "Improvements"); to the
extent permitted by law, all proceeds arising from the taking of all or a
part of the real property or any rights appurtenant thereto, including
without limitation any awards for severance damages and any awards
resulting from a change of grade of streets, curb cuts or other rights of
access, for any public or quasi-public use under any law, or by the right
of eminent domain, or by private or other purchase in lieu thereof; and
all other interest of every kind and character which the Debtor now has or
at any time hereafter acquires, in and to the real and personal property
described herein, and all property which is used or useful in connection
therewith, including rights or ingress and egress and all reversionary
rights or interest of the Debtor with respect to such property; and any
proceeds thereof (including insurance proceeds), any accessions and
additions thereto, and replacements or renewals of all of the foregoing;
TOGETHER WITH all the estate, interest, right, title, other claim or
demand, including claims or demands with respect to the proceeds
(including premiums refunds) of insurance in effect with respect thereto
which the Debtor now has or may hereafter acquire in the Property and
Improvements, and any and all awards made for the taking by eminent
domain, or by any proceeding or purchase in lieu thereof, of the whole or
any part of the estate, property and interest conveyed to the Secured
Party or for the benefit of the Second Party pursuant to a Deed of Trust
or Mortgage;
TOGETHER WITH, all (to the full extent legally assignable) licenses,
permits and authorizations (issued in the name of the Debtor) necessary
for the operation of the Property and Improvements as a shopping center;
TOGETHER WITH all rents, issues and profits assigned to the Secured
Party pursuant to that certain Assignment of Rents and Leases from the
Debtor to the Secured Party.
TOGETHER WITH all other property, rights, privileges, and
benefits conveyed by said Deed of Trust.
TO HAVE AND TO HOLD unto the said HAMPTON II, L.P. its successors and
assigns, in fee simple forever.
All equities of redemption, statutory rights of redemption, homestead,
dower, and all other rights and exemptions of every kind are expressly waived in
said Deed of Trust, and the title is believed to be good, but the undersigned
will sell and convey only as Trustee.
The undersigned Trustee believes the title hereby conveyed to be good, but
warrants same against the lawful claims of all persons claim by, through, and
under a conveyance from the undersigned as Trustee, under the provisions of the
above described Deed of Trust, but not further or otherwise.
WITNESS the signature of the undersigned Trustee, this the 26th day of
December, 1995.
/s/ W. Emmett Marston
W. EMMETT MARSTON
Trustee
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, a Notary Public in and for said state and
county, duly commissioned and qualified, W. Emmett Marston, Trustee, the within
named bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
WITNESS my hand and official seal at office this 26th day of December,
1995.
/s/ Carol J. Sides
Notary Public
March 25, 1998
Expiration Date
* * * * * * * * * * * * * * * * * * *
RECORDING DATA ONLY
Property Address:
Agency Responsible for Payment of TAX PARCEL NO. 32-13.06
Taxes and Mail Bills to:
I hereby swear or affirm that to the
best of my knowledge, information,
and belief, the actual consideration
for this property transfer or value
of the property transferred,
whichever is greater, is
$6,150,050.00, which amount is equal
to or greater than the amount which
the property transferred would
command at a fair and voluntary sale.
F. Evans Harvill
AFFIANT
Subscribed and sworn to before this
26 day of December, 1995.
Nancy Moore
NOTARY PUBLIC
My Commission Expires:
1-21-98