EXHIBIT 10.04
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "AGREEMENT") made and
entered into as of this 31st day of January, 2002 ("CLOSING DATE") by and among
KKB, L.L.C., a Virginia limited liability company (as Seller of the Manassas
Property "MANASSAS SELLER," and as Seller of the Woodbridge Property,
"WOODBRIDGE SELLER"), and CENTRAL INVESTMENTS, INC., a Virginia corporation ("DC
SELLER") (collectively, "SELLER") and STRAYER UNIVERSITY, INC., a Maryland
corporation ("PURCHASER").
W I T N E S S E T H
In consideration of Ten Dollars ($10.00) in hand paid, of the
mutual promises hereinafter set forth, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINITIONS. The following terms as used herein
shall have the following meanings:
"BUILDINGS" mean the Woodbridge Building, the
Manassas Building, and the DC Building.
"CONDEMNATION" means a taking for public or private
use of, or an action in eminent domain by any governmental or quasi-governmental
authority affecting any or all of the Property or any interest therein.
"DC BUILDING" means the educational building located
at 1025 15th Street, N.W., Washington, DC 20005, containing approximately 28,064
rentable square feet.
"DC LEASE" means that certain Agreement of Lease
dated June 1, 1996 by and between DC Seller and Purchaser for the DC Property
(as such term is defined in Section 2.1 hereof).
"ENVIRONMENTAL LAWS" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
9601-9630, in the Superfund Amendments and Reauthorization Act, 42 U.S.C.
9601-9630, in the Resource Conservation and Recovery Act, 42 U.S.C. 6901-6992,
and in the Clean Air Act, 42 U.S.C. 7401-7508, as any of the preceding may be
amended from time to time.
"ESCROW AGENT" shall mean First American Title
Insurance Company.
"GOVERNMENTAL AUTHORITY" means any federal, state, or
local governmental or quasi-governmental authority, agency, commission, board or
other instrumentality thereof asserting or exercising jurisdiction.
"HAZARDOUS SUBSTANCES" shall mean substances defined
as a "hazardous substance" or "toxic substance" in the Environmental Laws in
effect on the date of this Agreement and any other substances considered
hazardous, toxic or otherwise harmful pursuant to any other applicable laws or
regulations relating to pollution or protection of human health or the
environment.
"LEGAL REQUIREMENTS" means all ordinances, rules,
regulations, orders, restrictions and other requirements of all Governmental
Authorities, currently enacted, having jurisdiction over the Seller or the
Property and being applicable to all or any portion of the Property or the
operation thereof.
"LEASES" means the Manassas Lease, Woodbridge Lease
and DC Lease.
"MANASSAS BUILDING" means the educational building
located at 9990 Battleview Parkway, Battlefield Business Park, Manassas, Prince
William County, Virginia 20109, containing approximately 20,800 rentable square
feet.
"MANASSAS LEASE" means that certain Deed of Lease
dated June 1, 1996 by and between
Manassas Seller and Purchaser for the Manassas Property (as such term is defined
in Section 2.3 hereof).
"PERMITS" shall mean all licenses, authorizations,
certificates, variances, consents, approvals and other permits necessary or
appropriate to permit construction, reconstruction, if any, alteration,
addition, improvements, repair, restoration, use, occupancy, operation,
management, ownership and leasing of the Property.
"PERSON" means and includes an individual, a
partnership, a corporation, a trust, a limited liability company, an other
unincorporated organization and a government or any department or agency
thereof.
"SERVICE CONTRACTS" means, except for those contracts
entered into by Purchaser, (i) all leasing and brokerage agreements, (ii) all
elevator maintenance agreements, (iii) all cleaning and char agreements, (iv)
all maintenance agreements, and (v) any other agreements or arrangements
relating to each Property entered into by Seller or Seller's agents with a
completion value of more than $500.
"TITLE COMPANY" shall mean First American Title
Insurance Company.
"WOODBRIDGE BUILDING" means the educational building
located at 13385 Minnieville Road, Woodbridge, Prince William County, Virginia
22192, containing approximately 20,800 rentable square feet.
"WOODBRIDGE LEASE" means that certain Deed of Lease
dated June 1, 1996 by and between Woodbridge Seller and Purchaser for the
Woodbridge Property (as such term is defined in Section 2.2 hereof).
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2. CONVEYANCES.
2.1 Conveyance of the DC Property. Subject to
the terms and conditions of this Agreement, DC Seller agrees to convey and
Purchaser agrees to purchase the real estate consisting of land located at 1025
15th Street, N.W., Washington, DC, as more particularly described in EXHIBIT "A"
attached hereto (the "DC LAND"), together with (a) all buildings and other
improvements and fixtures thereon (the "DC IMPROVEMENTS"), and (b) all of DC
Seller's right, title and interest, if any, in and to any air space, subterrain,
roads, streets, alleys and ways, public and private, serving any of said DC Land
or DC Improvements, all of DC Seller's right, title and interest, if any, in and
to any land lying in the bed of any street, road, avenue or alley, open or
closed, or proposed to be opened or closed, in front of or adjoining any of said
DC Land, and all other appurtenances, rights, easements, rights-of-way,
tenements and hereditaments incident thereto, and all right, title and interest
of DC Seller in and to any award made or to be made in lieu thereof and in and
to any award for damages to the DC Land and DC Improvements by reason of change
of grade of any street (collectively, the "DC APPURTENANT RIGHTS"), together
with any furniture, furnishings, machinery, equipment and other items of
personal property, exterior and interior, tangible and intangible, of every kind
and description, owned by DC Seller and situated on or about, or appurtenant to
or used in connection with the DC Property (as hereinafter defined) or DC
Seller's operation of the DC Improvements (collectively, the "DC PERSONAL
PROPERTY"), together with any and all rights of DC Seller in and to any and all
insurance proceeds, condemnation or eminent domain awards, service contracts,
leases, warranties, guaranties, licenses or other agreements relating to the DC
Land or DC Improvements or the DC Personal Property, all accounts receivable and
contract rights, tradenames, rights to prosecute and any awards or recoveries
from any real estate tax appeals relating to the DC Land or DC Improvements
(subject to the proration provided in Section 9.1), insofar as any of the
foregoing relate to the DC Land, DC Improvements, DC Personal Property or DC
Appurtenant Rights (collectively, the "DC RELATED RIGHTS") (the DC Land, DC
Improvements, DC Personal Property, DC Related Rights and DC Appurtenant Rights,
hereinafter individually and collectively referred to as the "DC PROPERTY").
2.2 Conveyance of Woodbridge Property. Subject
to the terms and conditions of this Agreement, Woodbridge Seller agrees to
convey and Purchaser agrees to purchase the real estate consisting of land
located at 13385 Minnieville Road, Woodbridge, Prince William County, Virginia,
as more particularly described in EXHIBIT "B" attached hereto (the "WOODBRIDGE
LAND"), together with (a) all buildings and other improvements and fixtures
thereon (the "WOODBRIDGE IMPROVEMENTS"), and (b) all of Woodbridge Seller's
right, title and interest, if any, in and to any air space, subterrain, roads,
streets, alleys and ways, public and private, serving any of said Woodbridge
Land or Woodbridge Improvements, all of Woodbridge Seller's right, title and
interest, if any, in and to any land lying in the bed of any street, road,
avenue or alley, open or closed, or proposed to be opened or closed, in front of
or adjoining any of said Woodbridge Land, and all other appurtenances, rights,
easements, rights-of-way, tenements and hereditaments incident thereto, and all
right, title and interest of Woodbridge Seller in and to any award made or to be
made in lieu thereof and in and to any award for damages to the Woodbridge Land
and Woodbridge Improvements by reason of change of grade of any street
(collectively, the "WOODBRIDGE APPURTENANT RIGHTS"), together with any
furniture, furnishings,
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machinery, equipment and other items of personal property, exterior and
interior, tangible and intangible, of every kind and description, owned by
Woodbridge Seller and situated on or about, or appurtenant to or used in
connection with the Woodbridge Property (as hereinafter defined) or Woodbridge
Seller's operation of the Woodbridge Improvements (collectively, the "WOODBRIDGE
PERSONAL PROPERTY"), together with any and all rights of Woodbridge Seller in
and to any and all insurance proceeds, condemnation or eminent domain awards,
service contracts, leases, warranties, guaranties, licenses or other agreements
relating to the Woodbridge Land or Woodbridge Improvements or the Woodbridge
Personal Property, all accounts receivable and contract rights, tradenames,
rights to prosecute and any awards or recoveries from any real estate tax
appeals relating to the Woodbridge Land or Woodbridge Improvements (subject to
the proration provided in Section 9.1), insofar as any of the foregoing relate
to the Woodbridge Land, Woodbridge Improvements, Woodbridge Personal Property or
Woodbridge Appurtenant Rights (collectively, the "WOODBRIDGE RELATED RIGHTS")
(the Woodbridge Land, Woodbridge Improvements, Woodbridge Personal Property,
Woodbridge Related Rights and Woodbridge Appurtenant Rights, hereinafter
individually and collectively referred to as the "WOODBRIDGE PROPERTY").
2.3 Conveyance of Manassas Property. Subject to
the terms and conditions of this Agreement, Manassas Seller agrees to convey and
Purchaser agrees to purchase the real estate consisting of land located at 9990
Battleview Parkway, Battlefield Business Park, Manassas, Prince William County,
Virginia, as more particularly described in EXHIBIT "C" attached hereto (the
"MANASSAS LAND"), together with (a) all buildings and other improvements and
fixtures thereon (the "MANASSAS IMPROVEMENTS"), and (b) all of Manassas Seller's
right, title and interest, if any, in and to any air space, subterrain, roads,
streets, alleys and ways, public and private, serving any of said Manassas Land
or Manassas Improvements, all of Manassas Seller's right, title and interest, if
any, in and to any land lying in the bed of any street, road, avenue or alley,
open or closed, or proposed to be opened or closed, in front of or adjoining any
of said Manassas Land, and all other appurtenances, rights, easements,
rights-of-way, tenements and hereditaments incident thereto, and all right,
title and interest of Manassas Seller in and to any award made or to be made in
lieu thereof and in and to any award for damages to the Manassas Land and
Manassas Improvements by reason of change of grade of any street (collectively,
the "MANASSAS APPURTENANT RIGHTS"), together with any furniture, furnishings,
machinery, equipment and other items of personal property, exterior and
interior, tangible and intangible, of every kind and description, owned by
Manassas Seller and situated on or about, or appurtenant to or used in
connection with the Manassas Property (as hereinafter defined) or Manassas
Seller's operation of the Manassas Improvements (collectively, the "MANASSAS
PERSONAL PROPERTY"), together with any and all rights of Manassas Seller in and
to any and all insurance proceeds, condemnation or eminent domain awards,
service contracts, leases, warranties, guaranties, licenses or other agreements
relating to the Manassas Land or Manassas Improvements or the Manassas Personal
Property, all accounts receivable and contract rights, tradenames, rights to
prosecute and any awards or recoveries from any real estate tax appeals relating
to the Manassas Land or Manassas Improvements (subject to the proration provided
in Section 9.1), insofar as any of the foregoing relate to the Manassas Land,
Manassas Improvements, Manassas Personal Property or Manassas Appurtenant Rights
(collectively, the "MANASSAS RELATED RIGHTS") (the Manassas Land, Manassas
Improvements, Manassas Personal Property, Manassas
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Related Rights and Manassas Appurtenant Rights, hereinafter individually and
collectively referred to as the "MANASSAS PROPERTY").
2.4 The Manassas Property, Woodbridge Property
and DC Property shall be referred to collectively herein as the "PROPERTY" or
"PROPERTIES." The Manassas Improvements, Woodbridge Improvements and DC
Improvements are referred to collectively herein as the "IMPROVEMENTS." The
Manassas Land, Woodbridge Land and DC Land are referred to collectively herein
as the "LAND." The Manassas Appurtenant Rights, Woodbridge Appurtenant Rights
and DC Appurtenant Rights are referred to collectively herein as the
"APPURTENANT RIGHTS." The Manassas Personal Property, Woodbridge Personal
Property and DC Personal Property are referred to collectively herein as the
"PERSONAL PROPERTY." The Manassas Related Rights, Woodbridge Related Rights and
DC Related Rights are referred to collectively herein as the "RELATED RIGHTS."
3. PURCHASE PRICE.
3.1 The total purchase price for the Property
shall be Twelve Million and No/100 Dollars ($12,000,000.00), less any amounts to
be credited to the Purchaser under Sections 7 and 9 below (the "PURCHASE
PRICE"). The Purchase Price shall be payable in full in immediately available
funds on the Closing Date.
3.2 The Purchase Price shall be allocated among
the Properties as follows: Three Million Dollars ($3,000,000) to the DC Property
and Four Million Five Hundred Thousand Dollars ($4,500,000) to each of the
Woodbridge and Manassas Properties.
4. TITLE. Seller covenants that title to the Property is
being conveyed subject only to those liens, encumbrances, easements,
limitations, covenants and restrictions of record, including the lien of real
estate taxes and water charges which are not yet due and payable, and that such
title is good of record and in fact, marketable, and insurable by Title Company
at standard rates. Seller shall execute and deliver to the Title Company, at
Closing, an Owner's Affidavit in the form attached hereto as EXHIBITS "D-1",
"D-2" AND "D-3".
5. REPRESENTATIONS AND WARRANTIES.
5.1 Representations and Warranties of Seller.
To induce Purchaser to execute this Agreement and perform its obligations
hereunder, Manassas Seller as to the Manassas Property, Woodbridge Seller as to
the Woodbridge Property and DC Seller as to the DC Property hereby represent and
warrant to Purchaser as of the date hereof as follows:
(a) Organization, Execution and Power of
Seller. DC Seller is a corporation, duly organized and validly existing under
the laws of the Commonwealth of Virginia. Each of Woodbridge Seller and Manassas
Seller is a limited liability company, duly organized and validly existing under
the laws of the Commonwealth of Virginia. Seller has all requisite power to own,
lease and operate its respective Properties, and to carry on its business as now
conducted. Seller has full power to execute, deliver and carry out the terms and
provisions of this Agreement and all documents required on its part to
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be executed and has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement and all other agreements
and instruments executed in connection herewith and the performance of those
provisions of this Agreement required on its part to be carried out. The persons
executing this Agreement (and all other agreements and instruments entered into
by Seller in furtherance hereof), on behalf of Seller, have the authority to
bind Seller to the terms and conditions of this Agreement (and all said
agreements and instruments). Neither the execution and delivery of this
Agreement and said agreements and instruments to be executed by Seller in
connection herewith, nor the incurrence by Seller of the obligations herein set
forth, nor the consummation by Seller of the transactions herein contemplated,
nor compliance by Seller with the terms of this Agreement and said agreements
and instruments will conflict with or result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, the Articles of
Incorporation, Articles of Organization, Bylaws or Limited Liability Company
Agreement of Seller, as the case may be, or to the knowledge of Seller, any
bond, note or other evidence of indebtedness, contract, indenture, mortgage,
deed of trust, loan agreement, lease or other agreement or instrument, to which
Seller is a party or by which any of its properties may be bound, or, to the
knowledge of Seller, any Legal Requirement of any court or Governmental
Authority having jurisdiction over Seller or the Property. This Agreement
constitutes, and all agreements and documents required to be executed by Seller
hereunder when so executed and delivered shall constitute, the legal, valid and
binding obligations of Seller enforceable against Seller in accordance with
their respective terms, except as may be limited by bankruptcy, insolvency or
the exercise of judicial discretion and the application of equitable principles.
Any order, permission, consent, approval, license, authorization, registration
or filing with, or exemption by, any governmental agency which is required for
the execution, delivery or performance of this Agreement, or said agreements and
instruments by Seller has been obtained or made.
(b) Contracts. Neither Seller nor any
of Seller's predecessors-in-interest have entered into any Service Contracts
affecting the Properties.
(c) Leases. The Property is not subject
to any leases, tenancies, licenses or other rights of occupancy or use, oral or
written, for any portion of the Property, other than the Leases.
(d) Brokerage Commissions. There are no
brokerage commissions or finder's fees payable by Seller or, to Seller's
knowledge, by any of Seller's agents with respect to any of the Leases and
neither Seller nor, to Seller's knowledge, any of Seller's agents have any
agreement with any broker with respect to any of the Leases.
(e) Litigation. To Seller's knowledge,
there are no judgments, liens, claims, litigation, proceedings (zoning or
otherwise) or investigations by any Governmental Authorities, pending at law or
in equity, or threatened against or relating to the Property, the Seller or the
transactions contemplated by this Agreement. Seller has no pending claims as a
claimant under any insurance policies relating to Seller or the Property.
(f) Condemnation. To Seller's
knowledge, there is (i) no pending Condemnation, (ii) no pending relocation of
any roadways abutting the Property, and (iii) no denial of access to the
Property from any point of access to the Property, and
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neither Seller nor any of its agents or affiliates has received any written
notice of any of the same nor has knowledge that any such proceeding is
contemplated.
(g) Legal Requirements. To Seller's
knowledge, Seller has not received any notice which remains uncured that either
the Property or the use and condition of the Improvements violates any Legal
Requirements affecting the Property as modified by any duly issued variance. No
action or proceeding relating to the foregoing is pending or threatened with
respect to the Property. The Seller has no knowledge of any existing violations
of any Legal Requirements affecting all or any portion of the Property,
including, without limitation, violations of the housing, building, safety,
health, fire, or zoning ordinances, codes and regulations of the municipality or
county within which the Properties are located, and Seller has not received any
written notice which remains uncured of any such violation.
(h) Restrictions, Easements. To
Seller's knowledge, no material default or breach exists under any of the
covenants, conditions or restrictions, if any, affecting all or any portion of
the Property which are to be performed or complied with by the owners of the
Property.
(i) Assessed Value. To Seller's
knowledge, there are no tax abatements or exemptions affecting the Property and
Seller has no knowledge of any pending increases in such assessed valuation or
such taxes or any proposals in such regard except to the extent that the 2002
annual assessment may reflect an increase in assessed valuation.
(j) Fee Title. Seller owns fee simple
title to the Property. Seller has not granted or conveyed to any Person, other
than the Purchaser, any right or option to acquire the Property or any part
thereof or any easement, license or lease of the Property, other than the
Leases, or other right relating to the use or possession of the Property.
(k) Environmental. To Seller's
knowledge, the Property is not in violation of any Legal Requirements relating
to environmental conditions on or under the Land including soil and groundwater
condition. Except as set forth on the environmental report attached hereto as
EXHIBIT "E", to Seller's knowledge, there are no Hazardous Substances in the
Property and, to Seller's knowledge, no occupant or prior occupant of the
Property has received any notice or advice from any Governmental Authority or
any source whatsoever with respect to Hazardous Substances in, affecting or
installed in the Property. Seller represents and warrants that it has delivered
to Purchaser all environmental and engineering reports concerning the Properties
that are in its possession.
(l) No Foreign Entity. Seller
represents and warrants to Purchaser that Seller is not a nonresident alien,
foreign corporation, foreign partnership, foreign trust or foreign estate as
those terms are defined in the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations issued thereunder, and Seller agrees to execute,
acknowledge and deliver to Purchaser, at Closing, a certification of nonforeign
status (the "FIRPTA AFFIDAVIT") in the form set forth and attached hereto as
EXHIBITS "F-1" AND "F-2".
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(m) Defaults Under Court Orders. To
Seller's knowledge, Seller is not in default or violation of any order, writ
injunction, decree or demand of any Governmental Authority.
(n) Proffers. Except as set forth on
SCHEDULE 5.1.N, to Seller's knowledge there are no proffers, development
agreements or other restrictions affecting the use or development of the
Property, with the exception of the Legal Requirements.
(o) References to "Seller's knowledge"
or similar terms shall refer only to the actual knowledge of Ron K. Bailey and
shall not be construed to refer to the knowledge of Seller, or to any other
property manager, or to any other officer, agent, manager, representative or
employee of Seller. Ron K. Bailey has performed a reasonable investigation into
the matters to which such actual knowledge, or the absence thereof, pertains.
5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
RELIANCE BY PURCHASER. Seller agrees that all of the representations and
warranties of Seller as set forth in Section 5.1 and elsewhere in this Agreement
and in any document or certificate delivered to Purchaser pursuant to this
Agreement (unless otherwise provided therein) shall survive for a period of six
(6) months following the Closing Date. All material representations, warranties,
covenants and agreements contained in this Agreement shall be deemed to have
been relied upon by Purchaser subject to any investigation heretofore or
hereafter made by Purchaser or on its behalf. No claim for a breach of any
representation or warranty of Seller shall be actionable or payable if the
breach in question was actually known to Purchaser prior to Closing. Seller
shall have no liability to Purchaser for a breach of any representation or
warranty unless written notice containing a description of the specific nature
of such breach shall have been given by Purchaser to Seller prior to the
expiration of said six (6) month period, and an action shall have been commenced
by Purchaser against Seller within eight (8) months from the date of Closing.
Any claim or liability should be limited to actual damages. Further, the total
aggregate amount of any and all claims shall not exceed Three Hundred Thousand
Dollars ($300,000).
5.3 REPRESENTATIONS AND WARRANTIES OF PURCHASER.
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Maryland. Purchaser and any individual executing
this Agreement on Purchaser's behalf, has the power to execute, deliver and
perform this Agreement and has taken all actions required to authorize the due
execution and delivery of this Agreement. The execution, delivery and
performance of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of the articles of
incorporation, bylaws or comparable documents of Purchaser, or any provision of
any agreement, instrument, order, judgment or decree or, to Purchaser's
knowledge, any applicable law or regulation to which either Purchaser is a party
or by which it or any of its assets is bound.
5.4 "AS IS". EXCEPT AS EXPRESSLY SET FORTH
HEREIN, THE PARTIES ACKNOWLEDGE THAT SELLER MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF THE
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PROPERTY, AND THE PURCHASER IS ACQUIRING THE PROPERTY IN "AS IS" CONDITION.
6. BROKERS. Except as expressly set forth herein, Seller
and Purchaser respectively represent and warrant that it has employed no brokers
or finders in respect of the transactions contemplated by this Agreement. Seller
and Purchaser, respectively, shall indemnify, defend and hold harmless the other
from any loss, liability or costs incurred by the other party, including
reasonable attorney's fees and disbursements, as well as the cost of enforcing
this indemnity and arising out of a claim by any broker, agent or finder that he
acted on behalf of the indemnifying party in connection with this transaction.
Notwithstanding anything contained herein to the contrary, the representations
and indemnities contained in this section shall survive the Closing Date.
7. CLOSING COSTS.
7.1 Seller shall pay (i) one-half (1/2) of all
transfer and deed recordation taxes and costs in connection with the transfer of
the Property, (ii) one-half (1/2) of all reasonable escrow fees, and (iii) all
sums due from Seller under Section 9 below. Seller shall be responsible for the
payment of its own legal, counsel or consultants fees incurred in connection
with this transaction.
7.2 Purchaser shall pay (i) all costs of title
insurance, title examination, Title Company charges, and the cost of the survey,
(ii) one-half (1/2) of all transfer and deed recordation taxes and costs in
connection with the transfer of the Property, (iii) all mortgage recordation
costs and fees in connection therewith, (iv) one-half (1/2) of all reasonable
escrow fees, and (v) all sums due from Purchaser under Section 9 below.
Purchaser shall be responsible for the payment of its own legal, letter of
credit fees, counsel or consultants fees incurred in connection with this
transaction.
8. CLOSING.
8.1 On the Closing Date, Seller shall deliver
(duly and fully executed, acknowledged and notarized as appropriate) to the
Escrow Agent or perform the following:
(a) Special Warranty Deed in
substantially the form attached hereto as EXHIBITS "G-1", "G-2" AND "G-3"
("DEED") conveying title to each of the Manassas Property, the Woodbridge
Property and the DC Property in recordable form;
(b) Bill of Sale in substantially the
form attached hereto as EXHIBITS "H-1", "H-2" AND "H-3" ("BILL OF SALE")
conveying title to each of the Manassas Personal Property, Woodbridge Personal
Property and DC Personal Property free and clear of all liens;
(c) A general assignment and assumption
agreement in substantially the form attached hereto as EXHIBITS "I-1", "I-2" AND
"I-3" ("ASSIGNMENT") assigning to Purchaser all of Seller's right, title and
interest in and to all Service Contracts (to the extent assignable), Permits and
Related Rights (including warranties and
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guaranties relating to Personal Property conveyed under the Bill of Sale), and
providing for Purchaser's assumption thereof;
(d) Corporate resolutions authorizing
the transactions contemplated herein and an incumbency certificate to evidence
the capacity and authority of Seller to consummate the transactions contemplated
herein, and any other documents to evidence the authority of Seller to
consummate the transactions contemplated herein reasonably requested by the
Title Company, Escrow Agent or Purchaser;
(e) Possession of the Property free and
clear of all parties in possession;
(f) The Owner's Affidavit executed by
Seller;
(g) The FIRPTA Affidavit, executed by
Seller;
(h) Termination Agreements for each of
the Leases; and
(i) Such instruments as are reasonably
required by the Title Company for the elimination of any standard or printed
exceptions in the Purchaser's final policy of title insurance, including,
without limitation, for the provision of customary and reasonable affirmative
coverages or endorsements.
8.2 On the Closing Date, Purchaser shall deliver
(duly and fully executed, acknowledged and notarized as appropriate) to the
Escrow Agent or perform the following:
(a) Any documents reasonably requested
by Title Company, Escrow Agent or Seller to evidence Purchaser's capacity and
authority to consummate the transactions contemplated herein;
(b) The Assignment; and
(c) The Purchase Price.
8.3 Both parties agree to duly execute and/or
deliver all other documents reasonably necessary to consummate this transaction,
including, without limitation, three (3) separate settlement statements setting
forth the charges, credits and adjustments to each party.
9. ADJUSTMENTS AND PRORATIONS. All items of income or
expense arising from the ownership of the Property shall be prorated and
adjusted as of the Closing Date unless otherwise specifically mentioned herein
including, without limitation, the following:
9.1 Real Estate Taxes. Real estate taxes shall
be prorated as of the Closing Date. In the event that a current tax bill is
unavailable, the proration hereunder shall be based on the most recent real
estate tax assessment.
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9.2 Insurance Policies. Premiums on insurance
policies will not be adjusted. As of the Closing Date, Seller shall terminate
its insurance coverage on the Property and Purchaser shall effect its own
insurance coverage.
9.3 Capital Repairs. The parties acknowledge
that Seller is responsible for Capital Repairs under the Leases (as such term is
defined in the Leases) and that the expenses for unpaid Capital Repairs set
forth and described on SCHEDULE 9.3 hereto shall be credited to Purchaser
hereunder.
9.4 Assessments. Assessments which are or may
be payable in annual installments of which the first installment is then a lien
or has been paid shall be prorated as of the Closing Date.
9.5 Reduction of Assessments. If, subsequent to
the Closing Date, any proceeding shall result in any reduction of assessment for
the fiscal year in which the Closing Date occurs, then the amount of tax saving
or refund for such fiscal tax year, less the reasonable expenses (including fees
and disbursements payable to attorneys or consultants) incurred in connection
with such proceedings, shall be apportioned between Seller and Purchaser as of
the date real estate taxes are apportioned under this Agreement.
9.6 Personal Property Taxes. Personal property
taxes, if any, payable with respect to the Personal Property shall be
apportioned as of the Closing Date.
9.7 Post-Closing Adjustments. Seller and
Purchaser agree that if, after the Closing Date, any charge or amount arises or
becomes known which accrued or was earned in whole or in part prior to the
Closing Date, or any adjustment made hereunder shall prove to be incorrect, then
such amount shall be adjusted as of the Closing Date. Seller shall pay amounts
accrued, or receive amounts earned, prior to the Closing Date and Purchaser
shall pay amounts accrued, or receive amounts earned, on or after the Closing
Date. The provisions of this Article 9.7 shall survive the Closing Date.
10. INDEMNITY.
10.1 Seller agrees to indemnify, defend and hold
harmless Purchaser from and against any and all claims, demands, causes of
action, losses, damages, liabilities, costs and expenses (including attorneys'
fees and court costs, whether suit is instituted or not), asserted against or
incurred by Purchaser by reason of or arising out of the discovery following the
Closing Date of the breach or material misstatement by Seller of any
representation, warranty or covenant contained in this Agreement.
10.2 Purchaser agrees to indemnify, defend and
hold harmless Seller from and against any and all claims, demands, causes of
action, losses, damages, liabilities, costs and expenses (including attorneys'
fees and court costs, whether suit is instituted or not), asserted against or
incurred by Seller by reason of or arising out of the discovery following the
Closing Date of the breach or material misstatement by Purchaser of any
representation, warranty or covenant contained in this Agreement.
-11-
10.3 Any recovery provided for by this Section
shall be limited to actual damages only (but inclusive of attorney's fees and
costs whether suit is instituted or not) and subject to the limitations of
Section 5.2 hereof.
10.4 Subject to the provisions of Section 5.2
hereof, The indemnity agreements contained in this paragraph shall survive the
Closing Date.
11. DISTRICT OF COLUMBIA SOIL CHARACTERISTICS.
As required under the provisions of Section 42-608, District
of Columbia Code, to the best of Seller's knowledge, the characteristics of the
soil of the DC Property, as described by the Soil Conservation Service of the
U.S. Department of Agriculture in the Soil Survey Book of the District of
Columbia (Area 11), published in July, 1976, and as shown on the soil maps of
the District of Columbia at the back of that publication is Urban Land. For
further information, Purchaser may contact the Soil Testing Laboratory, the
District of Columbia Department of Environmental Services, or the Soil
Conservation Service of the U.S. Department of Agriculture. The foregoing is set
forth pursuant to the District of Columbia Code and is not intended as, and
should not be construed as, limiting the conditions set forth herein with
respect to Purchaser's investigations, tests and studies and the absence of
representations and warranties by Seller with respect to the condition of the
Property.
12. DISTRICT OF COLUMBIA UNDERGROUND STORAGE TANKS
DISCLOSURE NOTICE.
In accordance with the requirements of Section 3(g) of the
District of Columbia Underground Storage Tank Management Act of 1990, as
amended by the District of Columbia Underground Storage Tank Management Act of
1990 Amendment Act of 1992, D.C. Code, ss. 8-113.02, Seller informs Purchaser
that to the best of its knowledge, there are no underground storage tanks on
the DC Property.
13. NO WAIVER; ELECTIONS.
The exercise of (or failure to exercise) any one of either
party's rights or remedies under this Agreement shall not be deemed to be in
lieu of or a waiver of any other right or remedy contained herein or in any of
the other documents, agreements or instruments delivered in connection herewith
or available to such party at law or equity. Subject to the provisions of
Section 10 above, in the event of the occurrence of a default by a party
hereunder, the other party shall have the sole right to determine which remedies
are available under this Agreement or at law or equity to pursue, and may elect
to pursue (or not to pursue) any or all of such remedies (regardless of whether
such election is deemed to be inconsistent).
14. WAIVER OF JURY TRIAL.
SELLER AND PURCHASER EACH HEREBY WAIVE ANY RIGHT TO JURY TRIAL
IN CONNECTION WITH THE ENFORCEMENT BY PURCHASER, OR SELLER, OF ANY OF THEIR
RESPECTIVE RIGHTS AND REMEDIES HEREUNDER.
-12-
15. INTERPRETATION.
Each of Seller and Purchaser acknowledge that it was
represented by counsel in connection with this Agreement and that it or its
counsel drafted, reviewed and/or revised this Agreement and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement.
16. NOTICES.
All notices, waivers, demands, requests or other
communications required or permitted by this Agreement ("NOTICES"), to be
effective, shall be in writing, properly addressed, and shall be given by (i)
personal delivery, (ii) established overnight commercial courier (such as
Federal Express) for delivery on the next business day with delivery charges
prepaid or duly charged (iii) by registered or certified mail (return receipt
requested, first-class postage prepaid), or (iv) by facsimile or telecopy
transmittal, as follows:
If to Seller:
6551 Loisdale Court, Suite 115
Springfield, Virginia 22150
Attn: Ron K. Bailey
With a copy to (which shall not constitute notice):
Walsh Colucci Stackhouse Emrich & Lubeley PC
Courthouse Plaza
2200 Clarendon Boulevard, 13th Floor
Arlington, Virginia 22201-3359
Attn: William A. Fogarty, Esq.
Fax: (703) 528-6050
If to Purchaser:
Strayer University, Inc.
8550 Cinder Bed Road
Suite 1000
P.O. Box 1310
Newington, Virginia 22122
Attn: Steven McArthur, Esq.
Fax: (703) 339-2966
-13-
With a copy to (which shall not constitute notice):
Hogan & Hartson L.L.P.
8300 Greensboro Drive
Suite 1100
McLean, Virginia 22102
Attn: Dennis K. Moyer, Esq.
Fax: (703) 610-6200
or to any other address or addressee as any party entitled to receive notice
under this Agreement shall designate, from time to time, to others in the manner
provided for in this section for the service of Notices. Notices shall be deemed
to have been given the following business day after actual receipt (or refusal
to accept receipt) by a natural person at the address shown. All courtesy copies
of Notices sent to the parties listed above as receiving copies shall be given
in the same manner as the original Notice that was sent but shall not be a
prerequisite to the effectiveness of any Notice.
17. BENEFIT AND BURDEN. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and, to the extent permitted hereunder,
assigns. Except for Section 21, the provisions herein shall survive Closing and
delivery of the deed for a period of six (6) months and shall not be merged
therein.
18. ENTIRE AGREEMENT. This Agreement contains the entire
agreement among the parties. There are no promises, agreements, terms,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, among them other than as
set forth in this Agreement. This Agreement may not be modified orally or in any
manner other than by an agreement in writing signed by all the parties or their
respective successors in interest.
19. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia.
20. SEVERABILITY. The provisions of this Agreement shall
be deemed severable, and the invalidity or unenforceability of any one or more
of the provisions hereof shall not affect the validity or enforceability of the
other provisions hereof.
21. FURTHER ASSURANCES. Each of the parties hereto shall at
any time and from time to time after the Closing Date execute and deliver such
further instruments, documents and certificates and do such further acts and
things, as may be required by law or which may be appropriate or reasonable in
order to carry out the intent and purposes of this Agreement, or to vest more
fully in Purchaser the title to the Property.
22. BUSINESS DAYS. If any date upon which action is required
under this Agreement shall be a Saturday, Sunday or a Federally recognized legal
holiday, the date for such action shall be extended to the first business day
after such date that is not a Saturday, Sunday or legal holiday.
-14-
23. DELIVERY; COUNTERPARTS.
(a) Delivery of this Agreement may be
accomplished by any method specified in Section 16.
(b) To facilitate execution, this Agreement may
be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of,
each party, appear on one or more of the counterparts. All counterparts shall
collectively constitute a single agreement. It shall not be necessary in making
proof of this Agreement to produce or account for more than a number of
counterparts containing the respective signatures of, or on behalf of, all of
the parties hereto.
-15-
IN WITNESS WHEREOF, the undersigned parties have
caused this Agreement to be executed on the date first above written.
SELLER:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------------
Ron K. Bailey,
Manager
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
-------------------------------------------
Ron K. Bailey,
President
- -------------------------------
[signatures continue next page]
-16-
PURCHASER:
STRAYER UNIVERSITY, INC., a Maryland
corporation
Attest: By:
----------------------------------------
Steven A. McArthur,
Senior Vice President and General Counsel
- --------------------------------
-17-
LIST OF EXHIBITS
Exhibit A Description of DC Land
Exhibit B Description of Woodbridge Land
Exhibit C Description of Manassas Land
Exhibit D-1 Owner's Affidavit - DC
Exhibit D-2 Owner's Affidavit - Manassas
Exhibit D-3 Owner's Affidavit - Woodbridge
Exhibit E Environmental Report
Exhibit F-1 FIRPTA Affidavit - DC
Exhibit F-2 FIRPTA Affidavit - Manassas and Woodbridge
Exhibit G-1 Special Warranty Deed - DC
Exhibit G-2 Special Warranty Deed - Manassas
Exhibit G-3 Special Warranty Deed - Woodbridge
Exhibit H-1 Bill of Sale - DC
Exhibit H-2 Bill of Sale - Manassas
Exhibit H-3 Bill of Sale - Woodbridge
Exhibit I-1 Assignment and Assumption Agreement - DC
Exhibit I-2 Assignment and Assumption Agreement - Manassas
Exhibit I-3 Assignment and Assumption Agreement - Woodbridge
LIST OF SCHEDULES
Schedule 5.1.n Proffers
Schedule 9.3 Capital Repairs
- i -
EXHIBIT A
DESCRIPTION OF DC LAND
EXHIBIT B
DESCRIPTION OF WOODBRIDGE LAND
EXHIBIT C
DESCRIPTION OF MANASSAS LAND
EXHIBIT D-1
OWNER'S AFFIDAVIT - DC
FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807
State of _____________________;
County of ___________________;
The undersigned Ron K. Bailey, President of Central Investments, Inc., a
Virginia corporation ("the Owner"), has personal knowledge of the facts sworn to
in this Affidavit and has the power and authority to execute this Affidavit on
behalf of the Owner, being first duly sworn on oath, deposes and says;
That the Owner is the fee simple Owner of the property known and described as:
SEE EXHIBIT "A" ATTACHED HERETO
and as also described in First American Title Insurance Company Commitment No.
(the "Premises").
That the Owner is a corporation and said corporation is in Good Standing in the
Commonwealth of Virginia and is qualified to do business in the Commonwealth of
Virginia, and that the Articles of Incorporation and By-Laws are still in full
force and effect with no changes to the original Articles except by amendments
already disclosed to this Company and no proceeding is pending for Owner's
dissolution or annulment.
That all license, state franchise, and city and corporation taxes, if
applicable, due and payable by Owner have been paid in full.
That no proceedings in Bankruptcy or receivership have been instituted by or
against the Owner and the Owner has never made an assignment for the benefit of
creditors.
That there is no action or proceeding now pending in any state or federal court
in the United States to which the Owner is a party and which affects the
Premises; nor is there any state or federal court judgment, state or federal tax
lien, or any other state or federal lien of any nature against the Owner which
may constitute a lien charge upon the Premises.
That the Owner's possession of the Premises has been peaceable and undisturbed,
and that title to the Premises has never been disputed or questioned.
That there is no pending litigation or dispute regarding the lines and corners
of the Premises.
That there are no delinquent real estate taxes or unpaid current real estate
taxes; nor any pending or levied assessments on the Premises, including but not
limited to those for sidewalks, streets, sewers and water lines.
That the Owner has not caused any work, services, or labor to be done, or any
fixtures, apparatus or materials to be furnished, in connection with, or to, the
said Premises, except such materials, fixtures, work, apparatus, labor or
services as have been fully and completely paid for; that there is no claim or
indebtedness to anyone for any labor, fixtures, apparatus, materials, services
or work done to, upon, or in connection with the said Premises; that there is no
mechanics lien claim against the Premises, whether of record or otherwise.
Except as set forth in the aforesaid Commitment, there are no unrecorded
mortgages, improvement loans, chattel mortgages, conditional bills of sale,
contracts of sale, (except that in connection with which this affidavit is
given), security agreements, agreements not to sell or encumber, financing
statements which affect the Premises or which affect any fixtures, appliances,
or equipment now installed in or on the Premises.
That all tenants or parties who have leasehold or tenancy rights to occupy any
portion of the Premises are those listed below and none of such parties has any
right to the Premises other than its right as Tenant, nor any right of first
refusal or option to purchase the Premises. (If there are no tenants or parties
who have leasehold or tenancy rights, indicate "NONE" in the space provided
below.)
Strayer University, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
That the Owner is not a foreign person, foreign trust or other foreign entity as
those terms are defined in or contemplated by Section 1445 of the Internal
Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.
That the Federal taxpayer identification number of the Owner is 54-1707884.
That the address of the principal place of business of the Owner is in Virginia.
Owner: 6551 Loisdale Court, Suite 115
Springfield, Virginia 22150
Witness the following signature and seal:
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
----------------------------------
Ron K. Bailey,
President
- --------------------------------
Subscribed and sworn to before me this , day of , 2002.
------ -------------------
- --------------------------------
Notary Public
My Commission expires:
EXHIBIT D-2
OWNER'S AFFIDAVIT - MANASSAS
FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807
State of _____________________;
County of ___________________;
The undersigned Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited
liability company ("the Owner"), has personal knowledge of the facts sworn to in
this Affidavit and has the power and authority to execute this Affidavit on
behalf of the Owner, being first duly sworn on oath, deposes and says;
That the Owner is the fee simple Owner of the property known and described as:
SEE EXHIBIT "A" ATTACHED HERETO
and as also described in First American Title Insurance Company Commitment No.
(the "Premises").
That the Owner is a limited liability company and said limited liability company
is in Good Standing in the Commonwealth of Virginia and is qualified to do
business in the Commonwealth of Virginia, and that the Articles of Organization
and Limited Liability Company Agreement are still in full force and effect with
no changes to the original Articles except by amendments already disclosed to
this Company and no proceeding is pending for Owner's dissolution or annulment.
That all license, state franchise, and city and corporation taxes, if
applicable, due and payable by Owner have been paid in full.
That no proceedings in Bankruptcy or receivership have been instituted by or
against the Owner and the Owner has never made an assignment for the benefit of
creditors.
That there is no action or proceeding now pending in any state or federal court
in the United States to which the Owner is a party and which affects the
Premises; nor is there any state or federal court judgment, state or federal tax
lien, or any other state or federal lien of any nature against the Owner which
may constitute a lien charge upon the Premises.
That the Owner's possession of the Premises has been peaceable and undisturbed,
and that title to the Premises has never been disputed or questioned.
That there is no pending litigation or dispute regarding the lines and corners
of the Premises.
That there are no delinquent real estate taxes or unpaid current real estate
taxes; nor any pending or levied assessments on the Premises, including but not
limited to those for sidewalks, streets, sewers and water lines.
That the Owner has not caused any work, services, or labor to be done, or any
fixtures, apparatus or materials to be furnished, in connection with, or to, the
said Premises, except such materials, fixtures, work, apparatus, labor or
services as have been fully and completely paid for; that there is no claim or
indebtedness to anyone for any labor, fixtures, apparatus, materials, services
or work done to, upon, or in connection with the said Premises; that there is no
mechanics lien claim against the Premises, whether of record or otherwise.
Except as set forth in the aforesaid Commitment, there are no unrecorded
mortgages, improvement loans, chattel mortgages, conditional bills of sale,
contracts of sale, (except that in connection with which this affidavit is
given), security agreements, agreements not to sell or encumber, financing
statements which affect the Premises or which affect any fixtures, appliances,
or equipment now installed in or on the Premises.
That all tenants or parties who have leasehold or tenancy rights to occupy any
portion of the Premises are those listed below and none of such parties has any
right to the Premises other than its right as Tenant, nor any right of first
refusal or option to purchase the Premises. (If there are no tenants or parties
who have leasehold or tenancy rights, indicate "NONE" in the space provided
below.)
Strayer University, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
That the Owner is not a foreign person, foreign trust or other foreign entity as
those terms are defined in or contemplated by Section 1445 of the Internal
Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.
That the Federal taxpayer identification number of the Owner is 54-1852024.
That the address of the principal place of business of the Owner is in Virginia.
Owner: 6551 Loisdale Court, Suite 115
Springfield, Virginia 22150
Witness the following signature and seal:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
Subscribed and sworn to before me this , day of , 2002.
---- ---------------------
- ----------------------------
Notary Public
My Commission expires:
EXHIBIT D-3
OWNER'S AFFIDAVIT - WOODBRIDGE
FIRST AMERICAN TITLE INSURANCE COMPANY
OWNER/SELLER AFFIDAVIT; FILE NO. NA 22807
State of _____________________;
County of ___________________;
The undersigned Ron K. Bailey, Manager of KKB, L.L.C., a Virginia limited
liability company ("the Owner"), has personal knowledge of the facts sworn to in
this Affidavit and has the power and authority to execute this Affidavit on
behalf of the Owner, being first duly sworn on oath, deposes and says;
That the Owner is the fee simple Owner of the property known and described as:
SEE EXHIBIT "A" ATTACHED HERETO
and as also described in First American Title Insurance Company Commitment No.
(the "Premises").
That the Owner is a limited liability company and said limited liability company
is in Good Standing in the Commonwealth of Virginia and is qualified to do
business in the Commonwealth of Virginia, and that the Articles of Organization
and Limited Liability Company Agreement are still in full force and effect with
no changes to the original Articles except by amendments already disclosed to
this Company and no proceeding is pending for Owner's dissolution or annulment.
That all license, state franchise, and city and corporation taxes, if
applicable, due and payable by Owner have been paid in full.
That no proceedings in Bankruptcy or receivership have been instituted by or
against the Owner and the Owner has never made an assignment for the benefit of
creditors.
That there is no action or proceeding now pending in any state or federal court
in the United States to which the Owner is a party and which affects the
Premises; nor is there any state or federal court judgment, state or federal tax
lien, or any other state or federal lien of any nature against the Owner which
may constitute a lien charge upon the Premises.
That the Owner's possession of the Premises has been peaceable and undisturbed,
and that title to the Premises has never been disputed or questioned.
That there is no pending litigation or dispute regarding the lines and corners
of the Premises.
That there are no delinquent real estate taxes or unpaid current real estate
taxes; nor any pending or levied assessments on the Premises, including but not
limited to those for sidewalks, streets, sewers and water lines.
That the Owner has not caused any work, services, or labor to be done, or any
fixtures, apparatus or materials to be furnished, in connection with, or to, the
said Premises, except such materials, fixtures, work, apparatus, labor or
services as have been fully and completely paid for; that there is no claim or
indebtedness to anyone for any labor, fixtures, apparatus, materials, services
or work done to, upon, or in connection with the said Premises; that there is no
mechanics lien claim against the Premises, whether of record or otherwise.
Except as set forth in the aforesaid Commitment, there are no unrecorded
mortgages, improvement loans, chattel mortgages, conditional bills of sale,
contracts of sale, (except that in connection with which this affidavit is
given), security agreements, agreements not to sell or encumber, financing
statements which affect the Premises or which affect any fixtures, appliances,
or equipment now installed in or on the Premises.
That all tenants or parties who have leasehold or tenancy rights to occupy any
portion of the Premises are those listed below and none of such parties has any
right to the Premises other than its right as Tenant, nor any right of first
refusal or option to purchase the Premises. (If there are no tenants or parties
who have leasehold or tenancy rights, indicate "NONE" in the space provided
below.)
Strayer University, Inc.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
That the Owner is not a foreign person, foreign trust or other foreign entity as
those terms are defined in or contemplated by Section 1445 of the Internal
Revenue Code of 1986, as amended, and regulations promulgated pursuant thereto.
That the Federal taxpayer identification number of the Owner is 54-1852024.
That the address of the principal place of business of the Owner is in Virginia.
Owner: 6551 Loisdale Court, Suite 115
Springfield, Virginia 22150
Witness the following signature and seal:
KKB, L.L.C., a Virginia limited liability
company
By:
--------------------------------------
Ron K. Bailey,
Manager
Subscribed and sworn to before me this , day of , 2002.
---- ---------------------
- -----------------------------
Notary Public
My Commission expires:
EXHIBIT E
ENVIRONMENTAL REPORT
[ATTACHED HERETO]
EXHIBIT F-1
FIRPTA AFFIDAVIT - DC
CERTIFICATION WITH RESPECT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE
Section 1445 of the Internal Revenue Code provides that a transferee of a United
States real property interest must withhold tax if the transferor is a foreign
person.
To inform the Transferee, STRAYER UNIVERSITY, INC., of the United States real
property interests described on Exhibit "A" attached hereto and made a part
hereof, that withholding of tax is not required upon the disposition of a United
States real property interest by the Transferor, CENTRAL INVESTMENTS, INC., the
undersigned hereby certifies the following:
1. Transferor is not a nonresident alien for purposes
of U.S. income taxation, foreign corporation,
foreign partnership, foreign trust, foreign estate
or foreign person (as such terms are defined in
the Internal Revenue Code and Income Tax
Regulations);
2. The Federal Tax Identification Number for CENTRAL
INVESTMENTS, INC. is 54-1707884; and
3. Transferor's address is 6551 Loisdale Court, Suite
115, Springfield, Virginia 22150.
Transferor understands that this certification may
be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained
herein may be punished by fine, imprisonment, or
both.
Under penalty of perjury, each of the undersigned declare that it has examined
this certification and, to the best of such undersigned's knowledge and belief,
it is true, correct and complete.
Date: ___________, 2002 TRANSFEROR:
----------
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
---------------------------------
Ron K. Bailey,
President
- -------------------------------
EXHIBIT A TO FIRPTA
Description of Land
EXHIBIT F-2
FIRPTA AFFIDAVIT - MANASSAS AND WOODBRIDGE
CERTIFICATION WITH RESPECT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE
Section 1445 of the Internal Revenue Code provides that a transferee of a United
States real property interest must withhold tax if the transferor is a foreign
person.
To inform the Transferee, STRAYER UNIVERSITY, INC., of the United States real
property interests described on Exhibits "A" and "B" attached hereto and made a
part hereof, that withholding of tax is not required upon the disposition of a
United States real property interest by the Transferor, KKB, L.L.C., the
undersigned hereby certifies the following:
1. Transferor is not a nonresident alien for purposes
of U.S. income taxation, foreign corporation,
foreign partnership, foreign trust, foreign estate
or foreign person (as such terms are defined in
the Internal Revenue Code and Income Tax
Regulations);
2. The Federal Tax Identification Number for KKB,
L.L.C. is 54-1852024; and
3. Transferor's address is 6551 Loisdale Court, Suite
115, Springfield, Virginia 22150.
Transferor understands that this certification may
be disclosed to the Internal Revenue Service by
Transferee and that any false statement contained
herein may be punished by fine, imprisonment, or
both.
Under penalty of perjury, each of the undersigned declare that it has examined
this certification and, to the best of such undersigned's knowledge and belief,
it is true, correct and complete.
Date: ___________, 2002 TRANSFEROR:
----------
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
EXHIBIT G-1
SPECIAL WARRANTY DEED - DC
This SPECIAL WARRANTY DEED is made as of January 31, 2002 by
and between CENTRAL INVESTMENTS, INC., a Virginia corporation, having a
principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150
(the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "GRANTEE").
W I T N E S S E T H:
That for and in consideration of the sum of Ten Dollars
($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant
with special warranty unto Grantee, in fee simple, the following described
parcel of land and premises, situate in the District of Columbia and more
particularly described on EXHIBIT A, attached hereto and incorporated herein by
reference.
TOGETHER WITH all and singular the ways, easements, rights,
privileges and appurtenances to the same belonging or in any way appertaining,
and all the estate, right, title, interest and claim, either at law or in
equity, or otherwise however of Grantor, of in, to, or out of said land and
premises.
AND Grantor covenants that it will warrant specially the
property hereby conveyed, and that it will execute such further assurances of
said land as may be requisite.
IN TESTIMONY WHEREOF, Grantor, on the day and year first
hereinabove written, has caused these presents to be executed on behalf of
itself by its President and attested by its Secretary and acknowledges this Deed
to be its act and deed.
GRANTOR
-------
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
----------------------------------
Ron K. Bailey,
President
- ------------------------------------
STATE OF _________________ )
) ss:
CITY OF __________________ )
I, _____________________, a Notary Public, do hereby certify
that Ron K. Bailey, who is personally well known to me as (or proved by the
oaths of credible witnesses to be) the person named as the President and
attorney-in-fact of Central Investments, Inc. in the foregoing Special Warranty
Deed bearing date as of the ____ day of __________, 2002, personally appeared
before me and as President and attorney-in-fact as aforesaid, acknowledged the
same to be the authorized and voluntary act and deed of Central Investments,
Inc., a Virginia corporation, one of the parties thereto, and made oath that he
is the President of and authorized attorney-in-fact for said corporation.
GIVEN under my hand and seal this ___ day of __________, 2002.
Notary Public
(SEAL)
My Commission Expires:
[SEAL]
EXHIBIT A TO SPECIAL WARRANTY DEED
Description of Land
EXHIBIT G-2
SPECIAL WARRANTY DEED - MANASSAS
This SPECIAL WARRANTY DEED is made as of January 31, 2002 by
and between KKB, L.L.C., a Virginia limited liability company, having a
principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150
(the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "GRANTEE").
W I T N E S S E T H:
That for and in consideration of the sum of Ten Dollars
($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant
with special warranty unto Grantee, in fee simple, the following described
parcel of land and premises, situate in the Commonwealth of Virginia and more
particularly described on EXHIBIT A, attached hereto and incorporated herein by
reference.
TOGETHER WITH all and singular the ways, easements, rights,
privileges and appurtenances to the same belonging or in any way appertaining,
and all the estate, right, title, interest and claim, either at law or in
equity, or otherwise however of Grantor, of in, to, or out of said land and
premises.
AND Grantor covenants that it will warrant specially the
property hereby conveyed, and that it will execute such further assurances of
said land as may be requisite.
IN TESTIMONY WHEREOF, Grantor, on the day and year first
hereinabove written, has caused these presents to be executed on behalf of
itself by its Manager and acknowledges this Deed to be its act and deed.
GRANTOR:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
ACKNOWLEDGMENT
STATE OF ___________________________________)
)
COUNTY OF __________________________________)
I, _____________________, a Notary Public in and for the State
and County aforesaid, do hereby certify that the foregoing instrument was
acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia
limited liability company, on behalf of the foregoing company.
GIVEN under my hand and seal this ______ day of ___________,
2002.
___________________________
Notary Public
My commission expires:______________________
[SEAL]
EXHIBIT A TO SPECIAL WARRANTY DEED
Description of Land
EXHIBIT G-3
SPECIAL WARRANTY DEED - WOODBRIDGE
This SPECIAL WARRANTY DEED is made as of January 31, 2002 by
and between KKB, L.L.C., a Virginia limited liability company, having a
principal address of 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150
(the "GRANTOR") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "GRANTEE").
W I T N E S S E T H:
That for and in consideration of the sum of Ten Dollars
($10.00), the receipt of which is hereby acknowledged, Grantor does hereby grant
with special warranty unto Grantee, in fee simple, the following described
parcel of land and premises, situate in the Commonwealth of Virginia and more
particularly described on EXHIBIT A, attached hereto and incorporated herein by
reference.
TOGETHER WITH all and singular the ways, easements, rights,
privileges and appurtenances to the same belonging or in any way appertaining,
and all the estate, right, title, interest and claim, either at law or in
equity, or otherwise however of Grantor, of in, to, or out of said land and
premises.
AND Grantor covenants that it will warrant specially the
property hereby conveyed, and that it will execute such further assurances of
said land as may be requisite.
IN TESTIMONY WHEREOF, Grantor, on the day and year first
hereinabove written, has caused these presents to be executed on behalf of
itself by its Manager and acknowledges this Deed to be its act and deed.
GRANTOR:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
ACKNOWLEDGMENT
STATE OF ___________________________________)
)
COUNTY OF __________________________________)
I, _____________________, a Notary Public in and for the State
and County aforesaid, do hereby certify that the foregoing instrument was
acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia
limited liability company, on behalf of the foregoing company.
GIVEN under my hand and seal this ______ day of ___________,
2002.
___________________________
Notary Public
My commission expires: ______________________
[SEAL]
EXHIBIT A TO SPECIAL WARRANTY DEED
Description of Land
EXHIBIT H-1
BILL OF SALE - DC
This BILL OF SALE is made as of January 31, 2002 by and
between CENTRAL INVESTMENTS, INC., a Virginia corporation, having a principal
address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the
"SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "PURCHASER").
WHEREAS, Seller is the fee owner of the real property and
improvements located thereon located at 1025 15th Street, N.W., Washington, D.C.
20005 and more particularly described on EXHIBIT "A" hereto (the "PROPERTY");
WHEREAS, Seller and Purchaser have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Seller simultaneously herewith is conveying its
interest as fee owner in the Property to Purchaser; and
WHEREAS, pursuant to the Purchase Agreement, Seller desires to
assign and convey to Purchaser all of Seller's right, title and interest in and
to any personal property owned by Seller and used in connection with the
ownership, management, operation, maintenance or repair of the Property (the
"PERSONAL PROPERTY").
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller hereby agrees as follows:
1. Seller does hereby grant, bargain, sell, convey, transfer,
assign and deliver without warranty to Purchaser, its successors and assigns the
Personal Property and all of Seller's right, title and interest therein.
2. This Bill of Sale shall bind Seller and its
successors and assigns, and shall inure to the benefit of Purchaser, its
successors and assigns.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be
executed as of the date first above written.
SELLER:
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
---------------------------------
Ron K. Bailey,
President
- ----------------------------
STATE OF __________ )
) ss:
CITY OF __________ )
I, _____________________, a Notary Public, do hereby certify
that Ron K. Bailey, who is personally well known to me as (or proved by the
oaths of credible witnesses to be) the person named as the President and
attorney-in-fact of Central Investments, Inc. in the foregoing Bill of Sale
bearing date as of the ____ day of __________, 2002, personally appeared before
me and as President and attorney-in-fact as aforesaid, acknowledged the same to
be the authorized and voluntary act and deed of Central Investments, Inc., a
Virginia corporation, one of the parties thereto, and made oath that he is the
President of and authorized attorney-in-fact for said corporation.
GIVEN under my hand and seal this ___ day of __________, 2002.
__________________
Notary Public
(SEAL)
My Commission Expires:
[SEAL]
EXHIBIT A TO BILL OF SALE
Description of Land
EXHIBIT H-2
BILL OF SALE - MANASSAS
This BILL OF SALE is made as of January 31, 2002 by and
between KKB, L.L.C., a Virginia limited liability company, having a principal
address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the
"SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "PURCHASER").
WHEREAS, Seller is the fee owner of the real property and
improvements located thereon located at 9990 Battleview Parkway, Manassas,
Virginia 20101 and more particularly described on EXHIBIT "A" hereto (the
"PROPERTY");
WHEREAS, Seller and Purchaser have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Seller simultaneously herewith is conveying its
interest as fee owner in the Property to Purchaser; and
WHEREAS, pursuant to the Purchase Agreement, Seller desires to
assign and convey to Purchaser all of Seller's right, title and interest in and
to any personal property owned by Seller and used in connection with the
ownership, management, operation, maintenance or repair of the Property (the
"PERSONAL PROPERTY").
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller hereby agrees as follows:
1. Seller does hereby grant, bargain, sell, convey, transfer,
assign and deliver without warranty to Purchaser, its successors and assigns the
Personal Property and all of Seller's right, title and interest therein.
2. This Bill of Sale shall bind Seller and its
successors and assigns, and shall inure to the benefit of Purchaser, its
successors and assigns.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be
executed as of the date first above written.
SELLER:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
ACKNOWLEDGMENT
STATE OF _____________________________)
)
COUNTY OF ____________________________)
I, _____________________, a Notary Public in and for the State
and County aforesaid, do hereby certify that the foregoing instrument was
acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia
limited liability company, on behalf of the foregoing company.
GIVEN under my hand and seal this ______ day of ___________,
2002.
___________________________
Notary Public
My commission expires: _________________
[SEAL]
EXHIBIT A TO BILL OF SALE
Description of Land
EXHIBIT H-3
BILL OF SALE - WOODBRIDGE
This BILL OF SALE is made as of January 31, 2002 by and
between KKB, L.L.C., a Virginia limited liability company, having a principal
address at 6551 Loisdale Court, Suite 115, Springfield, Virginia 22150 (the
"SELLER") and STRAYER UNIVERSITY, INC., a Maryland corporation, having an
address at c/o Strayer Education, Inc., 8550 Cinder Bed Road, Newington,
Virginia 22122 (the "PURCHASER").
WHEREAS, Seller is the fee owner of the real property and
improvements located thereon located at 13385 Minnieville Road, Woodbridge,
Virginia 22192 and more particularly described on EXHIBIT "A" hereto (the
"PROPERTY");
WHEREAS, Seller and Purchaser have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Seller simultaneously herewith is conveying its
interest as fee owner in the Property to Purchaser; and
WHEREAS, pursuant to the Purchase Agreement, Seller desires to
assign and convey to Purchaser all of Seller's right, title and interest in and
to any personal property owned by Seller and used in connection with the
ownership, management, operation, maintenance or repair of the Property (the
"PERSONAL PROPERTY").
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Seller hereby agrees as follows:
1. Seller does hereby grant, bargain, sell, convey, transfer,
assign and deliver without warranty to Purchaser, its successors and assigns the
Personal Property and all of Seller's right, title and interest therein.
2. This Bill of Sale shall bind Seller and its successors and
assigns, and shall inure to the benefit of Purchaser, its successors and
assigns.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be
executed as of the date first above written.
SELLER:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
ACKNOWLEDGMENT
STATE OF _______________________________)
)
COUNTY OF ______________________________)
I, _____________________, a Notary Public in and for the State
and County aforesaid, do hereby certify that the foregoing instrument was
acknowledged before me by Ron K. Bailey, Manager of KKB, L.L.C., a Virginia
limited liability company, on behalf of the foregoing company.
GIVEN under my hand and seal this ______ day of ___________,
2002.
___________________________
Notary Public
My commission expires: ____________
[SEAL]
EXHIBIT A TO BILL OF SALE
Description of Land
EXHIBIT I-1
ASSIGNMENT AND ASSUMPTION AGREEMENT - DC
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January
31, 2002 by and between CENTRAL INVESTMENTS, INC., a Virginia corporation,
having a principal address at 6551 Loisdale Court, Suite 115, Springfield,
Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland
corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed
Road, Newington, Virginia 22122 (the "ASSIGNEE").
WHEREAS, Assignor is the fee simple owner of the real property
and improvements located thereon located at 1025 15th Street, N.W., Washington,
D.C. 20005 and more particularly described on EXHIBIT "A" hereto (the
"PROPERTY");
WHEREAS, Assignor and Assignee have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Assignor desires to assign and convey to Assignee and
Assignee wishes to accept and assume (i) all assignable, unexpired
manufacturers' warranties and guarantees, if any, with respect to any portion of
the Property, or the improvements, fixtures and equipment to be transferred with
the Property (the "WARRANTIES"); (ii) any and all plans and specifications for
all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all
operating licenses, permits and approvals with respect to the Property (the
"Licenses"); and (iv) any trade names and other intangible property used in
connection with the repair, restoration, use occupancy, operation, management,
ownership and leasing of the Property ("GENERAL INTANGIBLES"); and
WHEREAS, concurrently herewith, Assignor is conveying to
Assignee all of Assignor's right, title and interest in and to the Property and
desires to convey to Assignee all of Assignor's right, title and interest, if
any, in and to the Warranties, the Plans and Specifications, the Licenses and
the General Intangibles, to the extent that the same may be lawfully assigned.
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor hereby agrees as follows:
1. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Warranties, the
Plans and Specifications and the General Intangibles.
2. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Licenses, to the
extent that the same may be lawfully assigned.
3. Assignee hereby assumes all of the covenants and
obligations required of the Landlord under the Warranties (if any).
4. This Assignment and Assumption Agreement shall bind
and inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
5. This Assignment and Assumption Agreement shall be
governed by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment and Assumption Agreement to be executed as of the date first above
written.
ASSIGNOR:
CENTRAL INVESTMENTS, INC., a Virginia
corporation
Attest: By:
---------------------------------
Ron K. Bailey,
President
- ---------------------------------
ASSIGNEE:
STRAYER UNIVERSITY, INC., a Maryland
corporation
Attest: By:
---------------------------------
Steven A. McArthur,
Senior Vice President and General
- --------------------------------- Counsel
EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Description of Land
EXHIBIT I-2
ASSIGNMENT AND ASSUMPTION AGREEMENT - MANASSAS
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January
31, 2002 by and between KKB, L.L.C., a Virginia limited liability company,
having a principal address at 6551 Loisdale Court, Suite 115, Springfield,
Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland
corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed
Road, Newington, Virginia 22122 (the "ASSIGNEE").
WHEREAS, Assignor is the fee simple owner of the real property
and improvements located thereon located at 9990 Battleview Parkway, Manassas,
Virginia 20101 and more particularly described on EXHIBIT "A" hereto (the
"PROPERTY");
WHEREAS, Assignor and Assignee have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Assignor desires to assign and convey to Assignee and
Assignee wishes to accept and assume (i) all assignable, unexpired
manufacturers' warranties and guarantees, if any, with respect to any portion of
the Property, or the improvements, fixtures and equipment to be transferred with
the Property (the "WARRANTIES"); (ii) any and all plans and specifications for
all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all
operating licenses, permits and approvals with respect to the Property (the
"Licenses"); and (iv) any trade names and other intangible property used in
connection with the repair, restoration, use occupancy, operation, management,
ownership and leasing of the Property ("GENERAL INTANGIBLES"); and
WHEREAS, concurrently herewith, Assignor is conveying to
Assignee all of Assignor's right, title and interest in and to the Property and
desires to convey to Assignee all of Assignor's right, title and interest, if
any, in and to the Warranties, the Plans and Specifications, the Licenses and
the General Intangibles, to the extent that the same may be lawfully assigned.
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor hereby agrees as follows:
1. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Warranties, the
Plans and Specifications and the General Intangibles.
2. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Licenses, to the
extent that the same may be lawfully assigned.
3. Assignee hereby assumes all of the covenants and
obligations required of the Landlord under the Warranties (if any).
4. This Assignment and Assumption Agreement shall bind
and inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
5. This Assignment and Assumption Agreement shall be
governed by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment and Assumption Agreement to be executed as of the date first above
written.
ASSIGNOR:
KKB, L.L.C., a Virginia limited liability
company
By:
-------------------------------------
Ron K. Bailey,
Manager
ASSIGNEE:
STRAYER UNIVERSITY, INC., a Maryland
corporation
Attest: By:
-------------------------------------
Steven A. McArthur,
Senior Vice President and General
Counsel
- ----------------------------
EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Description of Land
EXHIBIT I-3
ASSIGNMENT AND ASSUMPTION AGREEMENT - WOODBRIDGE
This ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of January
31, 2002 by and between KKB, L.L.C., a Virginia limited liability company,
having a principal address at 6551 Loisdale Court, Suite 115, Springfield,
Virginia 22150 (the "ASSIGNOR") and STRAYER UNIVERSITY, INC., a Maryland
corporation, having an address at c/o Strayer Education, Inc., 8550 Cinder Bed
Road, Newington, Virginia 22122 (the "ASSIGNEE").
WHEREAS, Assignor is the fee simple owner of the real property
and improvements located thereon located at 13385 Minnieville Road, Woodbridge,
Virginia 22192 and more particularly described on EXHIBIT "A" hereto (the
"PROPERTY");
WHEREAS, Assignor and Assignee have entered into that certain
Real Estate Purchase Agreement dated January 31, 2002 (the "PURCHASE AGREEMENT")
for the sale and purchase of the Property;
WHEREAS, Assignor desires to assign and convey to Assignee and
Assignee wishes to accept and assume (i) all assignable, unexpired
manufacturers' warranties and guarantees, if any, with respect to any portion of
the Property, or the improvements, fixtures and equipment to be transferred with
the Property (the "WARRANTIES"); (ii) any and all plans and specifications for
all improvements on the Property (the "PLANS AND SPECIFICATIONS"); (iii) all
operating licenses, permits and approvals with respect to the Property (the
"Licenses"); and (iv) any trade names and other intangible property used in
connection with the repair, restoration, use occupancy, operation, management,
ownership and leasing of the Property ("GENERAL INTANGIBLES"); and
WHEREAS, concurrently herewith, Assignor is conveying to
Assignee all of Assignor's right, title and interest in and to the Property and
desires to convey to Assignee all of Assignor's right, title and interest, if
any, in and to the Warranties, the Plans and Specifications, the Licenses and
the General Intangibles, to the extent that the same may be lawfully assigned.
NOW THEREFORE, for and in consideration of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Assignor hereby agrees as follows:
1. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Warranties, the
Plans and Specifications and the General Intangibles.
2. Assignor does hereby grant, bargain, sell, convey,
transfer, assign and deliver to Assignee, its successors and assigns all of
Assignor's right, title and interest, if any, in and to the Licenses, to the
extent that the same may be lawfully assigned.
3. Assignee hereby assumes all of the covenants and
obligations required of the Landlord under the Warranties (if any).
4. This Assignment and Assumption Agreement shall bind
and inure to the benefit of Assignor and Assignee and their respective
successors and assigns.
5. This Assignment and Assumption Agreement shall be
governed by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, Assignor and Assignee have caused this
Assignment and Assumption Agreement to be executed as of the date first above
written.
ASSIGNOR:
KKB, L.L.C., a Virginia limited liability
company
By:
------------------------------------
Ron K. Bailey,
Manager
ASSIGNEE:
STRAYER UNIVERSITY, INC., a Maryland
corporation
Attest: By:
-------------------------------------
Steven A. McArthur,
Senior Vice President and General
Counsel
- ---------------------------
EXHIBIT A TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Description of Land
SCHEDULE 5.1.N
PROFFERS
[ATTACHED HERETO]
SCHEDULE 9.3
CAPITAL REPAIRS
1. DC Property - Work related to elevator installation at campus, $33,852.00.
2. DC Property - Repair to floors in mechanical rooms, $7,379.00