PROMISSORY NOTE
$19,400,000.00 December _____, 1994
FOR VALUE RECEIVED, the undersigned MRI BUSINESS PROPERTIES
FUND, LTD. II, a California limited partnership (herein called
"Maker"), hereby promises to pay to the order of CONNECTICUT
GENERAL LIFE INSURANCE COMPANY (herein together with all subsequent
holders hereof called "Holder") at its offices in Hartford,
Connecticut, or at such other address as the Holder hereof may from
time to time designate in writing to Maker, the principal sum of
$19,400,000.00, together with interest at the rate hereinafter
provided on the principal balance from time to time remaining
unpaid, commencing December _____, 1994 (the "day of funding").
I. Maturity Date:
As used herein, the "Maturity Date" for this Note shall be the
first to occur of acceleration in accordance with the terms of this
Note, or January 1, 2002.
II. Interest Rate:
Prior to the Maturity Date, interest on the outstanding
principal balance of this Note shall accrue at the rate of nine and
eighty-five hundredths percent (9.85%) per annum and shall be
calculated on the unpaid principal to the date of each installment
paid at a daily rate equal to 1/360th of the annual percentage rate
provided for herein, based upon a 360-day year comprised of twelve
thirty-day months, except that interest accruing prior to January
1, 1995 will be calculated on the basis of a 365-day year.
III. Payment of Principal and Interest:
This Note shall be due and payable as follows, to-wit:
On the day of funding, interest only will be payable in an
amount equal to the product of $5,235.34 multiplied by the number
of days from and including the day of funding of this Note through
and including December 31, 1994. Thereafter, principal and
interest shall be due and payable in equal monthly installments of
$185,290.29, commencing on February 1, 1995, and continuing
regularly and monthly thereafter on the first day of each suc-
ceeding calendar month until the Maturity Date, when all accrued
and unpaid interest and all unpaid principal, which Maker
recognizes will be an amount in excess of the scheduled monthly
installments, shall be due and payable in full. IN ANY EVENT, ALL
UNPAID PRINCIPAL AND ALL ACCRUED AND UNPAID INTEREST SHALL BE DUE
AND PAYABLE IN FULL ON THE MATURITY DATE, WHETHER SUCH MATURITY
OCCURS BY ACCELERATION OR OTHERWISE.
All payments called for hereunder shall (a) be paid in lawful
money of the United States of America in federal or other
immediately collected funds, which, at the time of payment is legal
tender for the payment of public and private debts; (b) be payable
not later than 2:00 p.m. Eastern Standard Time on the date such
payments are due; (c) at the option of Holder, be applied first to
the payment of prepayment premiums, accrued but unpaid interest,
and costs and expenses, and then to principal, or in such other
manner and order which Holder shall determine in its sole
discretion, subject to the provisions regarding legal interest
limitations; and (d) be made to the Holder at the address stated
herein, or at such other address as the Holder may from time to
time designate in writing to Maker.
IV. Security:
This Note is secured by a Deed of Trust, Security Agreement
and Financing Statement of even date herewith (the "Deed of Trust")
executed by Maker to John B. Stewart, Trustee, for the use and
benefit of Holder, covering and constituting a first lien on the
real and personal property more fully described therein, including
Maker's leasehold interest in the real property described in
Exhibit "A" attached hereto and by this reference incorporated
herein (on which is located the 27 story, 502 room luxury hotel
known as the San Antonio Marriott Riverwalk Hotel), and is further
secured by, among other documents, an Absolute Assignment of Leases
and Rents of even date herewith (the "Assignment"). All of the
real and personal properties, rights and estates, including all
improvements now or hereafter located thereon, and all additions
thereto or proceeds thereof, which now or at any time hereafter
constitute security for the payment of this Note are herein
collectively sometimes referred to as the "Property". The Note,
Deed of Trust, Assignment and all other documents or instruments
securing the Note may be collectively referred to herein as the
"Security Documents."
V. Limitation On Interest:
This Note and all documents securing the same have been
executed under and shall be construed and enforced in accordance
with the laws of the State of Texas from time to time in effect,
except to the extent applicable United States federal law permits
Holder to contract for, charge or receive a greater amount of
interest. It is expressly stipulated and agreed to be the intent
of Maker and Holder to at all times comply strictly with the
applicable usury laws now or hereafter governing consideration
received under the Note, Security Documents or any other agreements
between the parties with respect to the Property. If the
applicable law is ever revised, repealed or judicially interpreted
so as to render usurious any consideration called for, contracted
for, charged, taken, reserved or received with respect to the Note,
the Security Documents, or any other agreement between the parties
with respect to the Property, or if any prepayment by Maker, or
Holder's exercise of the options herein contained to accelerate the
maturity of this Note, results in Maker having paid any interest in
excess of that permitted by applicable law, then notwithstanding
anything to the contrary in this Note, the Security Documents or
any other agreement, it is Maker's and Holder's express intent and
agreement that all excess amounts theretofore collected by Holder
be credited on the principal balance of this Note or any other
principal indebtedness of Maker to Holder (or, if this Note and all
other such indebtedness have been paid in full, refunded to Maker)
and the provisions of this Note, the Security Documents and any
other agreements, shall immediately be deemed reformed and the
amounts thereafter collectible hereunder and thereunder reduced,
without the necessity of the execution of any new documents, so as
to comply with the then applicable law, but so as to permit the
recovery of the greatest amount otherwise called for hereunder and
thereunder. The right to accelerate the maturity of this Note does
not include the right to accelerate any interest which has not
otherwise accrued on the date of such acceleration, and Holder does
not intend to collect any unearned interest in the event of
acceleration. All consideration paid to the Holder hereof in
consideration for the loan evidenced by this Note that constitutes
interest under applicable law shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread
throughout the full term of such indebtedness (including the period
of any renewal or extension hereof) so that the rate of interest on
account of such indebtedness does not exceed the usury ceiling from
time to time in effect and applicable to the loan evidenced by this
Note for so long as the debt is outstanding. The term "applicable
law" and similar terms used herein refer to the law in effect on
the date of the first disbursement under this Note; provided that
if the law is subsequently revised to permit more interest to be
charged on the loan evidenced by this Note, then Holder and Maker
agree that to the extent permitted by law, such revised law shall
be the "applicable law" as used herein. The provisions of this
paragraph shall control all agreements between the Maker and the
Holder hereof.
Maker represents and warrants to Holder and to all other
owners or holders of this Note, that the loan evidenced hereby is
for business, commercial, investment or other similar purposes, and
not primarily for personal, family, household or agricultural use,
as such terms are used in Chapter 1 of the Texas Credit Code. In
no event shall the provisions of Chapter 15, Article 5069 of the
Revised Civil Statutes of Texas (which regulates certain revolving
loan accounts and revolving tri-party accounts) apply to the loan
evidenced by this Note.
VI. Prepayment:
A. This Note is closed to prepayment until February 1, 1997
(the "Closed Period"), and except as hereinafter provided in this
Article VI, Maker shall have no right or privilege to prepay this
Note in whole or in part.
B. Maker will have the privilege of prepaying this Note in
full, but not in part, on any monthly installment payment date on
or after February 1, 1997, provided that:
(1) Holder shall have received at least sixty (60) days'
prior written notice of Maker's intention to make such
prepayment; and
(2) Such prepayment must be accompanied by a cash
prepayment premium (the "Prepayment Premium) equal to the
greater of (a) one percent (1%) of the unpaid principal
balance of this Note on the date of prepayment, or (b) the
Yield Maintenance (as hereinafter defined) on the date of
prepayment. The Prepayment Premium is not to be applied to
the principal or interest owed on the Note.
C. Notwithstanding the foregoing, Maker shall have a one-
time right to prepay a part of the principal balance of the Note on
any monthly installment payment date on or after February 1, 1997,
provided that:
(1) the amount of the principal prepayment is greater
than $5,000,000.00;
(2) Holder shall have received at least sixty (60) days
prior written notice of Maker's intention to make such
prepayment; and
(3) such prepayment must be accompanied by a cash
Prepayment Premium equal to the greater of (a) one percent
(1.0%) of the amount of principal prepaid, or (b) the Yield
Maintenance on the date of prepayment, calculated with respect
to the amount of principal prepaid.
In addition, Maker will have the privilege of prepaying this Note
in full without paying the Prepayment Premium, if and only if the
prepayment occurs on the first day of October, November or December
of the year 2001, and Holder shall have received at least sixty
(60) days prior written notice of Maker's intention to make such a
prepayment.
D. Except as hereinafter provided, the Prepayment Premium
shall be due and payable whether such prepayment is voluntary or
involuntary. Without limiting the foregoing, if there occurs an
Event of Default (as defined in Article VI) and Holder accelerates
the Maturity Date of this Note, then Maker shall owe and pay to
Holder immediately, and any payment of the principal balance must
be accompanied by, the Prepayment Premium described in Subparagraph
B(2) above, unless the acceleration occurs during the Closed
Period, in which event the Prepayment Premium shall equal the sum
of two percent (2.0%) of the unpaid principal balance of this Note
on the date of acceleration, plus the Yield Maintenance on the date
of acceleration.
E. Provided that there does not exist an Event of Default
under the terms of this Note or Security Documents, no Prepayment
Premium shall be payable to Holder if the prepayment results from
the application of insurance proceeds or condemnation proceeds in
accordance with the terms of the Security Documents.
F. Any partial reduction in the principal balance of this
Note from either (1) an involuntary prepayment caused by the
application of condemnation or casualty insurance proceeds in
accordance with the Security Documents, or (2) a voluntary partial
prepayment permitted under Subparagraph C above, or (3) a partial
prepayment otherwise permitted by Holder, will cause a pro rata
reduction in the amount of the regular monthly payments scheduled
under this Note, in the same proportion as the amount of principal
prepaid bears to $19,400,000.00, so as to maintain the same
interest rate payable under this Note. For example, if
$1,940,000.00 (i.e., ten percent) of the principal is so prepaid at
any time, then the monthly payments shall be reduced by ten percent
to $166,761.26.
G. Notwithstanding Subparagraphs A and B of this Article VI
to the contrary, if Maker consummates a bona fide, arms-length sale
of the Property to an unrelated third party in accordance with the
terms and conditions of Paragraph 11.17.2 of the Deed of Trust,
then simultaneously with such sale Maker shall pay this Note in
full, including all principal and accrued and unpaid interest and
any other sums due pursuant to this Note or any of the other
Security Documents, and with such payment Maker shall concurrently
pay to Holder a cash Prepayment Premium equal to three percent
(3.0%) of the principal amount so prepaid.
H. All prepayments of this Note shall be applied, at
Holder's option, first to the Prepayment Premium then to accrued
and unpaid interest, and then to the last maturing installments of
principal under this Note, and interest shall cease accruing on the
amount of principal so paid.
I. Definitions:
(1) The "Yield Maintenance" as of the "Applicable Date"
(defined herein to mean the date of prepayment or
acceleration, as applicable) shall mean the sum of the Present
Values (as hereinafter defined) as of the Applicable Date, of
the Monthly Interest Shortfalls (as hereinafter defined) for
the Remaining Term (as hereinafter defined) of this Note, dis-
counted at the Applicable Treasury Yield (as hereinafter
defined).
(2) The "Monthly Interest Shortfalls" are calculated for
each monthly payment date and as used herein shall mean the
product of (i) the positive difference, if any, of the Semi-
Annual Equivalent Rate (as hereinafter defined) less the
Applicable Treasury Yield (as hereinafter defined), multiplied
by (ii) one-twelfth (1/12th), multiplied by (iii) the
anticipated (assuming no prepayments) outstanding principal
balance of this Note on each monthly payment date for which
the calculation is made for each full and partial month in the
Remaining Term.
(3) The "Present Values" of the Monthly Interest
Shortfalls as used herein shall be determined by discounting
each such Monthly Interest Shortfall at the Applicable
Treasury Yield divided by twelve (12).
(4) The "Semi-Annual Equivalent Rate" as used herein
shall mean 10.220%.
(5) The "Applicable Treasury Yield" as used herein will
be determined by reference to the Federal Reserve Statistical
Release H.15 (519) of Selected Interest Rates (or any similar
successor publication of the Federal Reserve) for the first
week ending not less than two (2) full weeks prior to the
Applicable Date. If the Remaining Term is less than one year,
then the Applicable Treasury Yield will equal the yield for
one-year Treasury Constant Maturities. If the Remaining Term
is equal to one of the maturities of the Treasury Constant
Maturities (e.g., one-year, two-year, etc.), then the
Applicable Treasury Yield will equal the yield for the
Treasury Constant Maturity with a maturity equalling the
Remaining Term. If the Remaining Term is longer than one year
but does not equal one of the maturities of the Treasury
Constant Maturities, then the Applicable Treasury Yield will
equal the yield for the Treasury Constant Maturity closest to
but not exceeding the Remaining Term, and if there is no such
Treasury Constant Maturity, then the Applicable Treasury Yield
will equal the yield for one-year Treasury Constant
Maturities.
(6) The "Remaining Term", as used herein, as of the
Applicable Date shall mean the number of whole and partial
calendar months remaining between the Applicable Date and
January 1, 2002.
VII. Default:
It is hereby agreed that:
(i) If default shall be made in the payment of any part
of the principal or interest or Prepayment Premiums on this
Note when due, or in the payment of escrow amounts or any
other sums due under the Deed of Trust or any of the other
Security Documents, and such payment is not received by Holder
within five (5) business days after its due date; or
(ii) If default shall be made in the performance or
observance of any of the covenants or agreements contained in
this Note, the Deed of Trust or any of the other Security
Documents, other than a covenant to pay money, and such
default continues for thirty (30) days following written
notice thereof by or on behalf of Holder; provided, however,
if such default is curable but cannot be cured within such 30-
day period, no Event of Default shall be deemed to have
occurred if Maker immediately commences and thereafter
continuously and diligently proceeds to cure such default
within a reasonable period of time not to exceed 180 days
after the notice from Holder; or
(iii) Upon the occurrence of any other event (including
applicable grace periods, if any) whereby, according to the
terms of this Note, the Deed of Trust or any other Security
Document, an Event of Default has occurred or the required
time of payment of this Note may be accelerated;
then Maker shall be in default under this Note (an "Event of
Default") and in such event, without further notice or demand, the
entire unpaid principal balance of and accrued interest on this
Note, and all prepayment premiums, shall, at the option of the
Holder hereof, become immediately due and payable, and Holder may
foreclose all liens securing payment hereof, pursue any and all
other rights, remedies and recourses available to Holder, or pursue
any combination of the foregoing, all remedies hereunder and under
the Security Documents being cumulative. Failure by the Holder to
exercise any option upon one Event of Default shall not constitute
a waiver thereof or a waiver of the right to exercise such option
in the event of a subsequent Event of Default. The acceptance by
Holder of any payment hereunder that is less than payment in full
of all amounts due and payable at the time of such payment shall
not constitute a waiver of the right to exercise any of the
foregoing options at that time or at any subsequent time, or
nullify any prior exercise of any such option without the express
written consent of the Holder. If, after an Event of Default, this
Note is placed in the hands of an attorney for collection, or if
collected through judicial proceedings, Maker shall pay, in
addition to the sums referred to above, all costs incurred by
Holder in collection of the unpaid amounts due hereunder, including
a reasonable sum as collection or attorneys' fees, whether or not
any judicial action is instituted to enforce this Note.
VIII. Late Charge and Default Interest:
If Holder has not received the full amount of any monthly
installment due hereunder, or any payment of tax and insurance
deposits, replacement reserve deposits (if any), or any other
payment that may be required under this Note or under the Security
Documents (excluding the balance due on the Maturity Date), on or
before the date that such amount or payment is due, then Maker
shall pay, in addition to the amount due, a late charge (the "Late
Charge") equal to four percent (4.0%) of each dollar of principal,
interest, deposit or other amount not paid when due, for the
purpose of defraying the expense incident to handling such
delinquent payments, whether or not the Note is accelerated for
such delinquency. The Late Charge shall be due and payable
immediately whether or not demand is made for payment of same.
It is further agreed that from and after the Maturity Date,
whether maturity occurs by acceleration or lapse of time or
otherwise, any sums which shall not be paid when due, whether
principal, interest, Prepayment Premiums, costs, attorney's fees or
any money owing for advances by Holder pursuant to the Deed of
Trust or any other Security Documents, shall bear interest (the
"Default Interest") from the date due at a rate equal to the lesser
of the highest rate permitted by applicable law (taking into
account any Late Charge collected or charged by Holder), or
thirteen and eighty-five hundredths percent (13.85%) per annum.
Default Interest shall be due and payable upon demand, and if no
demand, then on the first (1st) day of each and every month after
the Maturity Date. During any time when the Default Interest is in
effect, Holder may, at its sole option, collect interest at a rate
that is less than the rate for Default Interest, however, any such
forbearance by Holder, or any demand by Holder for less than the
full amount of Default Interest, shall not constitute a waiver of
Holder's right to demand payment in full of the total Default
Interest both with respect to the period of forbearance or any
later period, and shall not constitute or imply any consent to a
reduction in the rate of the Default Interest.
The rights of Holder under this Article VIII shall in any
event be subject to the limitations set forth in Article V.
IX. Waivers:
Except as otherwise specifically set forth in this Note, each
Maker and all sureties, endorsers, guarantors and any other party
now or hereafter liable for the payment of this Note in whole or in
part, hereby severally (i) WAIVE DEMAND, NOTICE OF INTENT TO
DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST,
NOTICE OF PROTEST, GRACE, NOTICE OF DISHONOR, NOTICE OF INTENT TO
ACCELERATE MATURITY, NOTICE OF ACCELERATION OF MATURITY, AND ALL
OTHER NOTICES, FILING OF SUIT AND DILIGENCE IN COLLECTING THIS NOTE
OR ENFORCING ANY OF THE SECURITY HERETOFORE, (ii) AGREE TO ANY
SUBSTITUTION, SUBORDINATION, EXCHANGE OR RELEASE OF ANY OF SUCH
SECURITY OR THE RELEASE OF ANY PARTY PRIMARILY OR SECONDARILY
LIABLE HEREON, (iii) AGREE THAT THE HOLDER HEREOF SHALL NOT BE
REQUIRED FIRST TO INSTITUTE SUIT OR EXHAUST ITS REMEDIES HEREON
AGAINST THE MAKER, OR ANY ONE OF THEM, OR OTHERS LIABLE OR TO
BECOME LIABLE HEREON, OR TO ENFORCE ITS RIGHTS AGAINST THEM OR ANY
SECURITY HERETOFORE, (iv) CONSENT TO ANY EXTENSION OR POSTPONEMENT
OF TIME OF PAYMENT OF THIS NOTE AND TO ANY OTHER INDULGENCE WITH
RESPECT HERETO WITHOUT NOTICE THEREOF TO ANY OF THEM AND WITHOUT
AFFECTING THEIR LIABILITY HEREUNDER. Maker acknowledges that
Holder has no duty of good faith to Maker, and acknowledges that no
fiduciary, trust or other special relationship exists between
Holder and Maker.
X. Notices:
All notices hereunder shall be given at the following
addresses:
To Lender: Connecticut General Life Insurance
Corporation
c/o CIGNA Investments, Inc.
900 Cottage Grove Road
Hartford, Connecticut 06152-2319
Attn: Real Estate Investment Service, S-319
With copy to: CIGNA Corporation
Investment Law Department
900 Cottage Grove Road
Hartford, Connecticut 06152-2215
Attn: Real Estate Division, S-215A
To Maker: MRI Business Properties Fund, Ltd. II
c/o NPI Equity Investments II, Inc.
Attn: Peter Braverman, Vice President
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
With copy to: David J. Heymann, Esq.
Post & Heymann
100 Jericho Quadrangle, Suite 214
Jericho, New York 11753
Any party may change its address for notice purposes upon giving
thirty (30) days prior notice thereof in accordance with this
paragraph. All notices given hereunder shall be in writing and
shall be considered properly given if mailed by first-class United
States Mail, postage prepaid, registered or certified with return
receipt requested, or by delivering same to the intended addressee
by a reputable overnight delivery service, or by prepaid telegram.
Any notice mailed as above provided shall be deemed to be effective
and received upon its deposit in the custody of the U.S. Postal
Service (whether or not actually received). All other notices
shall be effective upon actual receipt.
XI. Acceleration upon Disposition:
As more fully detailed in the Deed of Trust, Maker expressly
acknowledges, covenants and agrees (i) that, except as may be
provided otherwise in the Deed of Trust, there may be no sale,
lease, transfer, conveyance, assignment or any other disposition of
all or any portion of, or interest in, the Property securing this
Note, or the beneficial ownership interest in Maker, without the
prior written consent of Holder, (ii) that, except as may be
provided otherwise in the Deed of Trust, Holder may arbitrarily
withhold such prior written consent in its sole discretion, and
(iii) that in the event any such disposition occurs without
Holder's prior written consent, then Holder shall have the option
of accelerating the maturity hereof and declaring the then unpaid
principal balance and accrued interest and Prepayment Premiums
immediately due and payable, as if an Event of Default had occurred
under this Note.
XII. Joint and Several Liability:
If this Note is executed by more than one Maker, each such
party shall be jointly and severally liable for the obligations of
Maker under this Note.
XIII. Successors and Assigns:
The terms and conditions hereof shall inure to the benefit of
and be binding upon the successors and assigns of the parties
hereto.
XIV. Venue:
MAKER AGREES THAT BEXAR COUNTY, TEXAS SHALL BE THE PROPER
VENUE FOR ANY JUDICIAL PROCEEDINGS BROUGHT IN CONNECTION WITH THIS
NOTE.
XV. Limitation on Recourse:
Except as hereinafter provided, no judgment for the repayment
of the indebtedness evidenced by this Note will be enforced against
Maker or any principal of Maker personally in any action to
foreclose the Deed of Trust or to collect any amount payable under
the Security Documents (except as may be specifically provided in
certain Security Documents); provided, however, that the foregoing
limitation on recourse shall not apply, and Maker shall have
personal liability for the following acts or omissions, to the
extent described:
Act or Omission Liability
- - - -------------------------------- ----------------------------
(a) Maker misapplies any To the extent of such
condemnation or insurance misapplication;
proceeds attributable to
the Property,
(b) Maker misapplies any To the extent of such
security deposits misapplication;
attributable to the Property,
(c) Maker collects rents To the extent of such
in advance in violation rents collected in
of any covenant under any advance;
Security Document,
(d) Maker commits any fraud, To the extent of any
material misrepresentation, remedies available
or material waste, at law or equity;
(e) Gross revenues from the To the extent of any
Property are sufficient to pay funds diverted from
any portion of the indebtedness such payments or
evidenced by this Note, expenses (during the
operating and maintenance period 12 months prior
expenses, insurance premiums, to Holder's notice of
deposits into a reserve account, acceleration through
or other sums required by the date Holder takes
the Security Documents, and title to the Property);
Maker fails to make such
payments or deposits when due,
(f) Maker fails to pay To the extent of any
real estate taxes and unpaid taxes and assessments
assessments which are a lien (until the earlier of the
against the Property during date Holder takes actual
the period of Maker's possession of the Property,
ownership, or a receiver is appointed
by a court of competent
jurisdiction) and any
additional interest,
penalties or other
charges assessed as a
result of such non-
payment;
(g) Maker fails to In the amount of the
maintain the level of loss incurred as the
insurance required under result of such
the Security Documents, uninsured casualty or
to the extent that a casualty uninsured liability;
or liability occurs
or arises and insurance proceeds
would have been available had
such insurance been maintained,
and provided further that the provisions of this Article shall not
in any manner waive, release, affect or impair: (i) the
enforceability of the liens, mortgages, assignments and security
interests created by the Security Documents; or (ii) the right of
Holder to pursue any one or more parties to a separate
Environmental Indemnity Agreement executed by the Maker or others,
or any other agreement, if any, executed by Maker or other persons
or entities; or (iii) any other remedies available to the Holder,
or any other rights of Holder in the Property, as described in the
Deed of Trust and other Security Documents."
IN WITNESS WHEREOF Maker has duly executed this Note as of the
day and year first above written.
MAKER:
MRI BUSINESS PROPERTIES FUND, LTD. II., a
California limited partnership
By: Montgomery Realty Company - 84, a
California general partnership, its
Managing General Partner
By: Fox Realty Investors, a California
general partnership, its Managing
General Partner
By: NPI Equity Investments II,
Inc., a Florida corporation,
its Managing General Partner
By: _________________________
Peter Braverman, Vice
President
[Signature Page to $19,400,000.00 Promissory Note dated December
_____, 1994, executed by MRI BUSINESS PROPERTIES FUND, LTD. II, in
favor of CONNECTICUT GENERAL LIFE INSURANCE COMPANY]
EXHIBITS:
Exhibit "A" - Property Description