UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 2006
ONE LIBERTY PROPERTIES, INC.
----------------------------
(Exact name of Registrant as specified in charter)
Maryland 001-09279 13-3147497
-----------------------------------------------------------------
(State or other (Commission file No.) (IRS Employer
jurisdiction of I.D. No.)
incorporation)
60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
----------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 516-466-3100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
-- Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
-- Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
-- Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
-- Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
=============================================================================
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2006, One Liberty Properties, Inc. filed a current Report on Form
8-K discussing an amendment to a Purchase and Sale Agreement. This Form 8-K/A is
being filed to correct a typographical error contained in the first line of Item
1.01 of the Form 8-K. The Form 8-K incorrectly set forth the name of the
registrant. Set forth below is the corrected text of Item 1.01 of the Form 8-K.
Except for the correction of the error referenced above, this Form 8-K/A does
not update, modify or amend any disclosure set forth in the Form 8-K.
On November 8, 2006, One Liberty Properties, Inc. (the "registrant") announced
that OLP Baltimore LLC, a wholly-owned subsidiary of the registrant ("Buyer"),
entered into a Purchase and Sale Agreement, as amended (the "Agreement"), with
FR Hollins Ferry, LLC ("Seller"), pursuant to which the Seller agreed to sell,
and the Buyer agreed to purchase, an industrial building situated on
approximately 28 acres in Baltimore, Maryland consisting of approximately
367,000 square foot grade level space for a purchase price of $32.2 million. On
December 6, 2006, the Agreement was amended to add additional closing conditions
to the Agreement. Unless waived by Buyer, in the event that the additional
closing conditions or the other closing conditions are not satisfied, Buyer may,
in its sole option, terminate the Agreement.
Reference is made to the registrant's 8-Ks filed on November 8, 2006, November
27, 2006, and November 30, 2006.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
10.1 Third Amendment to Purchase and Sale Agreement, dated as of
December 6, 2006, between FR Hollins Ferry, LLC and OLP
Baltimore LLC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ONE LIBERTY PROPERTIES, INC.
Date: December 11, 2006 By: /s/ Simeon Brinberg
-----------------------
Simeon Brinberg
Senior Vice President
EXHIBIT 10.1
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Third Amendment to Purchase and Sale Agreement (this "Amendment")
is dated as of December 6, 2006 and is made by and between FR HOLLINS FERRY,
LLC, a Delaware limited liability company having an address at c/o SunTrust
Equity Funding, LLC, 303 Peachtree Street, 24th Floor, MC 3951, Atlanta, Georgia
30308 (the "Seller") and OLP BALTIMORE LLC, a Maryland limited liability company
having an address at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021
(the "Buyer").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Seller and Buyer previously entered into that certain Purchase
and Sale Agreement dated November 6, 2006, as amended by First Amendment to
Purchase and Sale Agreement dated as of November 21, 2006 and by Second
Amendment to Purchase and Sale Agreement dated as of November 29, 2006
(collectively, the "Contract") regarding the sale by Seller and the purchase by
Buyer of the "Premises" (as such term is defined in the Contract); and
WHEREAS, Seller and Buyer now wish to further modify the Contract on
the terms herein provided.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sufficiency of which being hereby acknowledged, the parties
hereto do hereby agree as follows:
1. Capitalized terms. Capitalized terms used herein but not defined
herein shall have the respective meanings ascribed thereto in the
Contract.
2. Due Diligence Date. Buyer confirms that, except as set forth in
Paragraph 3 below, and subject to the satisfaction of all conditions
contained in the Contract and/or in this Amendment, Buyer is satisfied
with its due diligence review and investigation.
3. Additional Conditions Precedent to Closing. Supplementing section 3
of the Contract, the following are added as additional conditions
precedent to Buyer's obligation to acquire the Premises, any or all of
which may be expressly waived by Buyer in writing in Buyer's sole
option and all of which are for the sole benefit of Buyer (and if any
of such conditions or any other condition to Buyer's obligation to
close set forth in the Contract is not satisfied or waived by Buyer in
writing in Buyer's sole option, then upon two days' notice from Buyer
to Seller and Escrow Agent, this Contract shall terminate, the Deposit
plus any accrued interest thereon shall be returned to Buyer and
thereafter neither party shall have any further rights or obligations
hereunder to the other):
(ix) an amendment to the Lease shall have been negotiated and finalized
and revised in a manner acceptable to Buyer and Lender in their sole
discretion and such amendment to Lease, in such approved form, shall
have been signed and delivered by all parties thereto and a true copy
of same delivered to Buyer at or prior to Closing (with Seller
acknowledging that as of the date hereof such Lease amendment is still
in process of being negotiated and is not yet in final form, and
certain provisions contained in the current draft of same are not
acceptable to Buyer or Lender),
(x) the loan documents for the Loan shall have been negotiated and
finalized and revised by Lender in a manner acceptable to Buyer in
Buyer's sole discretion, and the forms of Loan documents required by
Lender to be delivered at Closing must be in such same forms without
modification (with Seller acknowledging that as of the date hereof such
Loan documents are still in process of being negotiated and are not yet
in final form, and certain provisions contained in the current drafts
of same are not acceptable to Buyer),
(xi) an updated estoppel certificate, certified to Buyer and to Lender
and including a certification of the amendment to Lease referred to in
(ix) above (such estoppel to be in the form attached hereto and made a
part hereof as Schedule 1) shall have been signed and delivered by
Tenant and an original of same with the Lease attachment delivered to
Buyer at or prior to Closing,
(xii) Buyer shall have received written evidence from Tenant,
reasonably satisfactory to Buyer, confirming that Tenant previously
designated to Seller the amount of $8,500,000 as the "Escrow Amount"
pursuant to section 8.2 of the Lease,
(xiii) the existing environmental report (entitled "Phase I
Environmental Site Assessment Report" and prepared by LandAmerica
Assessment Corporation, dated September 28, 2006 and referred to herein
as the "Existing Phase I") must be brought up to the newer existing
standards for same (i.e., the so-called "AAI standard", which became
effective on November 1, 2006), such new report to show no adverse
changes from that state of facts disclosed in the Existing Report and
same to be certified to Buyer or a reliance letter in favor of Buyer
delivered by LandAmerica Assessment Corporation, with the parties
acknowledging that the full updated report may not be available as of
the Closing due to timing constraints and accordingly this condition
may be satisfied by a written confirmation from LandAmerica Assessment
Corporation to Buyer confirming that based on LandAmerica's new
inspection, nothing in such new report prepared in accordance with such
new standards will disclose any adverse change from the sate of facts
disclosed in the Existing Phase I,
(xiv) a copy of the final Property Condition Report for the Premises,
previously prepared by LandAmerica Assessment Corporation for the
benefit of Lender, must be delivered to Buyer together with a reliance
letter from LandAmerica Assessment Corporation satisfactory to Buyer,
and the form, substance, conclusions and recommendations set forth in
such report must be reviewed by Buyer and be acceptable to Buyer in
Buyer's sole discretion (with the parties acknowledging that as of the
date hereof Buyer has not yet received a copy of such report),
(xv) written confirmation from Lender that no "O&M plan" will be
required of Buyer, as borrower, in connection with the Loan and that
such requirement is waived given the single tenant, triple-net nature
of the Lease,
(xvi) Buyer shall have received a true and complete copy of the
approved and stamped plans and specifications for the "Tenant's
Improvements" (as such term is defined in the Lease as modified by the
Lease modification referred to in (ix) above, such plans and
specifications to be in the same form as the unstamped plans and
specifications previously delivered to Buyer (which were dated October
10, 2006, prepared by Townes Site Engineering and bear job number
20060177),
(xvii) Buyer shall have received a copy of the survey prepared by KCI
Technologies, bearing job number 01-93078TE and last revised November
10, 2006, naming Buyer as an additional certified party and containing
no other adverse changes, and
(xviii) the title policy and survey to be received by Buyer at Closing
shall be in the form approved by Buyer during its due diligence review,
specifically containing the modifications to the title commitment and
the list of required endorsements and the survey revisions as set forth
in the title and survey memorandum dated November 21, 2006 and
previously sent by Buyer's counsel to Robin Cavey at LandAmerica, a
true copy of which is attached hereto as Schedule 2.
4. Lease Buy-Down. The parties acknowledge that the Lease provides
Tenant the one-time right to buy down the base rent due thereunder in
an amount of up to $500,000 on an even thousand dollar basis (the
"Buy-Down Amount"). The parties hereby confirm and agree that in the
event Tenant exercises such right on or prior to Closing, then at
Closing Seller shall pay over to Buyer the total Buy-Down Amount
actually paid by Tenant to Seller in connection with such exercise.
5. Escrow During Tenant Allowance Period.
A. Pursuant to section 33 of the Contract, the parties have agreed that
at Closing, Seller shall fund a rent reserve account for the benefit of Buyer
and Lender for the purposes more fully stated in such section 33. Because the
Lender is requiring that such amount be reserved and held by Lender pursuant to
the loan documents for the Loan, Seller shall credit such amount to Buyer at
Closing and the "rent reserve" referred to in such section shall be satisfied
solely by such Loan reserve requirement, and any amounts to be refunded to
Seller at expiration of the "Tenant Allowance Period" as required by such
section 33 shall be refunded by Lender to Seller pursuant to the terms of such
reserve arrangement as reflected in such final Loan documents.
B. The actual amount of such rent reserve shall be calculated at
Closing and shall be an amount sufficient to assure Buyer and Lender that a
monthly base rent of $195,076.88 will be received by Buyer during the "Tenant
Allowance Period" under the Lease (and at Closing, the base rent proration
between the parties shall be based on such full base rent amount). By way of
example, if the Closing shall occur on December 15, 2006 then (i) Buyer shall
receive a credit for Buyer's share of base rent for December, 2006 in the amount
of $106,977.64 and (ii) the rent reserve required by such section 33 shall be
$178,500 (or, if the Lender requires prorated rent for the balance of December
2006 to also be included in such reserve account, then such rent reserve amount
would be $211,128.95). It shall be a condition to the Closing that Lender shall
not require any additional funds to be held in such reserve and shall reserve
only such amount as determined by the foregoing for such purpose.
6. Escrow Agent; SunTrust. Escrow Agent joins in the execution of this
Amendment to acknowledge and agree to the foregoing to the extent the Contract
modifications contained herein are deemed also to be a modification of that
certain Escrow Agreement dated November 6, 2006 among Seller, Buyer and Escrow
Agent. SunTrust Equity Funding, LLC joins in the execution of this Amendment to
consent to the foregoing and to acknowledge its continuing reaffirmation of the
Seller's representations and warranties set forth in section 11 of the Contract
and its continuing liability for any damages permitted against Seller in favor
of Buyer pursuant to the indemnity contained in section 29 of the Contract,
subject, however, to all of the qualifications, limitations and applicable time
periods set forth in the Contract.
7. Ratification; Miscellaneous. Except as expressly modified by this
Amendment, the Contract remains unmodified and in full force and effect and is
hereby ratified and confirmed in all respects by the parties. This Amendment may
be executed in counterparts, all of which when taken together shall constitute
one and the same instrument, and this Amendment may be executed and delivered by
fax or email transmission with the same effect as if originals were exchanged.
IN WITNESS WHEREOF, this First Amendment has been executed as of the
date first set forth above.
SELLER:
FR HOLLINS FERRY, LLC, a Delaware limited
liability company
By: MRLL, LLC, a Delaware limited liability
company, its Sole Member
By: SunTrust Equity Funding, LLC, a Delaware
limited liability company, its Sole Member
By:
----------------------------
Name:
Title:
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
BUYER:
------
OLP BALTIMORE LLC, a Maryland limited
liability company
By:
---------------------------------
Name:
Title:
ESCROW AGENT:
------------
LAWYERS TITLE INSURANCE CORPORATION
By:
--------------------------------
Name:
Title:
SUNTRUST EQUITY FUNDING, LLC, a Delaware
limited liability company
By:
--------------------------------
Name:
Title:
SCHEDULE 1
FORM OF ESTOPPEL
ESTOPPEL CERTIFICATE
(December __, 2006)
The undersigned, FERGUSON ENTERPRISES, INC., a Virginia corporation,
(the "Tenant"), hereby certifies to CW Capital LLC, a Massachusetts limited
liability company ("Lender") and OLP BALTIMORE LLC, a Maryland limited liability
company ("Buyer"), as follows:
1. The undersigned is the tenant under that certain Lease Agreement dated as of
June 29, 2006 as modified by First Modification of Lease dated as of December
__, 2006 (the Lease as modified is referred to as "Lease") attached hereto as
Exhibit "A," executed by Tenant and FR HOLLINS FERRY, LLC, a Delaware limited
liability company ("Landlord"), demising certain premises located at 4501
Hollins Ferry Road, Baltimore, Maryland (the "Premises"). Capitalized terms used
in this Certificate and not otherwise defined herein shall have the meanings
assigned thereto in the Lease.
2. Tenant has paid all Rent through December 31, 2006. The current Basic Rent
for the Premises is $135,576.88 per month which increases to $195,076.88 on
April 1, 2007 without condition. No Rent has been paid more than one (1) month
in advance.
3. The current term of the Lease will expire pursuant to its terms on March 31,
2022. Tenant has the option to renew the Term of the Lease for four (4)
additional terms of five (5) years each. The Rent increases referred to in
Section 3.2 of the Lease continue to apply throughout all five year Extension
Periods under the Lease.
4. To the best of Tenant's knowledge, there are no offsets, deductions or
credits against rentals payable under the Lease and no unexpired free rent
periods or rental concessions or abatements have been granted to Tenant.
5. To the best of Tenant's knowledge, neither the Landlord nor Tenant is in
default in the payment or performance of their respective obligations under the
Lease and there is no condition existing which with the passing of time or the
giving of notice, or both, would constitute a default or event of default under
the Lease.
6. This Certificate may be relied upon and inure to the benefit of Lender and
its affiliates, designees and agents and their successors and assigns.
7. The Lease is in full force and effect, and the Lease has not been modified,
amended or altered in writing or otherwise except as described in Section 1
above.
8. To the knowledge of the undersigned, there are no proceedings pending or
threatened against Tenant before or by any court or administrative agency which
if adversely decided would materially and adversely affect the financial
condition and operations of Tenant.
As used in this Estoppel Certificate, "to the best of Tenant's
knowledge" means to the best actual knowledge (without duty to investigate) of
the person executing this Certificate, who in the normal course of business
would be informed of material information regarding the Lease.
Nothing in this Estoppel Certificate modifies the Lease or any of its
terms.
Dated: December __, 2006 TENANT:
FERGUSON ENTERPRISES, INC.,
a Virginia corporation
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
Exhibit "A"
The Lease Agreement
See Attached
SCHEDULE 2
TITLE MEMORANDUM
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
CWCAPITAL LLC/ONE LIBERTY PROPERTY/PURCHASE OF FERGUSON TITLE & SURVEY REVIEW
BSAI File #: 079971
Reviewer: Krista M. North
Date: November 17, 2006 Revised Review Date:
Loan Number: TBD
Property Name: 4501 Hollins Ferry Road, Parcel 1 and Parcel 2
Property Location: Baltimore County, Maryland
Title Insurer: LandAmerica/Lawyers Title
Title Agent (if any): N/A
Commitment Reference Number: 06-023256
Effective Date: September 18, 2006
Issuance Date:
I. Schedule A Matters
1.1.1 Effective date of policy is to be date of recording of mortgage or
assignment of mortgage (if applicable).
1.1.2 Insert full name of Lender, CWCapital, LLC, together with its successors
and/or assigns.
1.1.3 Any appurtenant easements should be included in legal description and
affirmatively insured as a separate insured interest in land in the Policy.
II. Schedule B
All requirements must be complied with and all standard exceptions
deleted.
III. Exceptions/Schedule B-2 Matters
=========== ========= ==========================================================================================================
Action Status on
Exception Recording Description of Instrument/Item Recommended Survey
Number Reference
=========== ========== ==========================================================================================================
Exception N/A Defects, liens, encumbrances, adverse claims, Delete N/A
or other matters, if any, created, first
appearing in the public records or attaching
subsequent to the effective date hereof but
prior to the date the proposedinsured acquires
1 for value of record the estate or interest
covered by this Policy.
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Taxes payable on an annual basis have been
paid through the fiscal year ending June 30, 2007, Revise to state: N/A
and other public charges (including assessments by "Taxes and other public charges
any County, Municipality, Metropolitan District or basis subseuent to the
Commission) payable on an annual basis have been paid fiscal year ending December
through the year ending December 31, 2006, not yet due 31, 2006,payable on an annual
and payable. This policy does not insure against not yet due and payable."
the balance of any public charges (including assessments
by any County, Municipality, Metropolitan District or
Commission) payable on an annual basis subsequent
to the year ending December 31, 2006, not yet due and
payable. Nor does this policy insure against possible
future tax levies, nor against possible public charges
as defined above that have not been levied or assessed,
which future taxes, charges and assessments are not now
due and payable.
2
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Rights or claims of parties other than Insured in actual Revise: Use proper names N/A
possession of any or all of the property, not shown of leases and Non-Disturbance,
by the public records. Subordination and Attornment
3 Agreement
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Encroachments, overlaps, boundary line disputes, and any
other matters which would be disclosed by an Delete - survey to be provided N/A
accurate survey and inspection of the premises.
4
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Unrecorded easements or claims of easements not shown by
the public records. Delete N/A
5
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Metered water and/or waste water due or to become due. Revise to state: N/A
"Metered water and/or waste
water not yet due or payable."
6
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Rights of tenants under unrecorded Leases. Revise to state: N/A
"Rights of tenants as tenants
only." Limit to certified rent
7 roll - To be provided.
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Rights of Ferguson Enterprises under an unrecorded Lease EXCEPT N/A
FR Hollins Ferry, LLC, with no option to purchase the
property except as specifically provided in the
8 aforementioned Lease. NOTE: Exception is also taken to
rights of the Sub-Tenant under the Sub-Lease Agreement
between Ferguson Enterprises and Computer Distribution
Services, Inc. Note: Neither Tenant nor Sub-Tenant has
an option to purchase the property, right of first offer
or right of first refusal.
----------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Subject to the following matters as indicated on the
Survey Plat entitled, "ALTA/ACSM Land Title Survey Limit to as shown on
4501 Hollins Ferry Road," performed by KCI Technologies, survey. Revise to state:
Inc. dated November 28, 2004, last revised June 8, 2006: "last revised ____________ Plotted
___, 2006."
9
a) encroachment of fence into
the bed of Transway Road along the west
side of the property;
b) encroachment of fence along
the bed of Baltimore Beltway on the
east side of property;
c) encroachment of fence in
the easement area adjacent to Hollins
Ferry Road;
d) encroachment, if any, of
fence, macadam paving, and tank in
stormwater management areas; and
g) railroad tracks;
h) "high voltage area."
----------- --------- ----------------------------------------------------------------------------------------------------------
Exception Liber 2929 Easements, rights and/or controls relating to drainage,
access and erection of snow fences as set forth Limit to as shown on
in Deed dated May 16, 1956 from Louis Heinzerling, et survey. Revise to state:
ux to the Maryland State Roads Commission and recorded "last revised ____________ Plotted
among the Land Records of Baltimore County in Liber 2929, ___, 2006."
folio 333, re: denial of access and right to erect snow
10 Folio 333 fences with respect to State Roads Commission Plat No.
10722,referred to on the Survey Plat entitled, "ALTA/ACS
Land Title Survey 4501 Hollins Ferry Road," performed by
KCI Technologies, Inc. dated November 28, 2004, last
revised June 8, 2006.
---------- ----------- ----------------------------------------------------------------------------------------------------------
Exception Liber 2947 Easements, right and/or controls relating to drainage,
access and erection of snow fences as set forth Limit to as shown on
in Deed dated June 12, 1956 from Henry C. Zepp to the survey. Revise to state:
Maryland State Roads Commission and recorded among "last revised ____________ Plotted
the Land Records of Baltimore County in Liber 2947,folio ___, 2006."
426, re: denial of access and right to erect
11 Folio 426 snow fences with respect to State Roads Commission Plat
No. 10723, referred to on the Survey Plat
entitled, "ALTA/ACSM Land Title Survey 4501 Hollins
Ferry Road," performed by KCI Technologies, Inc.
dated November 28, 2004, last revised June 8, 2006.
---------- ---------- ---------------------------------------------------------------------------------------------------------
Exception N/A Rights of others and rights incident to the use of the
railroad siding traversing the property hereby Limit to as shown on
insured, as shown on the Survey Plat entitled,"ALTA/ACSM survey. Revise to state:
Land Title Survey 4501 Hollins Ferry Road," "last revised ____________ Plotted
performed by KCI Technologies, Inc. dated November 28, ___, 2006."
2004, last revised June 8, 2006.
12
---------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Rights of way lines and matters shown on the following
State Highway Plats: 10721, 10722, 10723, 12767, Limit to as shown on
13497, 13498, 13499 and 14571, which Plats are indicated survey. Revise to state:
on the Survey Plat on the Survey Plat entitled, "last revised ____________ Plotted
"ALTA/ACSM Land Title Survey 4501 Hollins Ferry Road," ___, 2006."
13 performed by KCI Technologies, Inc. dated November 28,
2004, last revised June 8, 2006.
---------- ---------- ---------------------------------------------------------------------------------------------------------
Exception Liber 8603 Deed of Dedication and Easement dated July 31, 1990
between Carling National Breweries, Inc., et al and Limit to as shown on
Baltimore County, Maryland and recorded among the Land survey. Revise to state:
Records of Baltimore County in Liber 8603, folio "last revised ____________ Plotted
95, re: storm water management easements as shown to ___, 2006."
on the Survey Plat entitled, "ALTA/ACSM Land Title
14 Folio 95 Survey 4501 Hollins Ferry Road," performed by KCI
Technologies, Inc. dated November 28, 2004, last
revised June 8, 2006. Obtain affirmative insurance:
- CLTA 103.1
---------- ---------- ----------------------------------------------------------------------------------------------------------
Exception Liber 2493 Rights of Consolidated Gas Electric Light and Power EXCEPT N/A
Company by virtue of an Agreement recorded among the
Land Records of Baltimore County in Liber 2493,folio 110.
15 Folio 110 Obtain affirmative insurance:
- CLTA 103.1
---------- ---------- ----------------------------------------------------------------------------------------------------------
Exception N/A Unrecorded Non-Disturbance and Attornment Agreement by Provide complete copy
and between FR Hollins Ferry, LLC and Computer of the Non-Disturbance N/A
Distribution Services, Inc. and Attornment Agreement
16
----------- --------- --------------------------------------------------------------------------------------------------------
IV. Endorsement Status/Issues
===============================================================================
Availability Applicability
( & Cost, if to Transaction Action
Endorsement Available) & Property Recommended
===============================================================================
Zoning (ALTA 3.1) Yes Yes Provide
-------------------------------------------------------------------------------
Comprehensive (ALTA 9) Yes Yes Provide
-------------------------------------------------------------------------------
"Same as Survey" Yes Yes Provide
-------------------------------------------------------------------------------
Separate Tax Lot Yes Yes Provide
-------------------------------------------------------------------------------
Contiguity Yes Yes Provide
-------------------------------------------------------------------------------
Doing Business Yes Yes Provide
-------------------------------------------------------------------------------
Address Yes Yes Provide
-------------------------------------------------------------------------------
Environmental Protection Lien Yes Yes Provide
-------------------------------------------------------------------------------
Utility Facility Endorsement Yes Yes Provide
-------------------------------------------------------------------------------
Non-Imputation Endorsement Yes Yes Provide
-------------------------------------------------------------------------------
Street Access Yes Yes Provide
-------------------------------------------------------------------------------
Usury Yes No
-------------------------------------------------------------------------------
Special Subdivision Yes Yes Provide
-------------------------------------------------------------------------------
Street Assessment Yes Yes Provide
-------------------------------------------------------------------------------
Unlocatable Easements (CLTA Yes Yes Provide
103.1)
-------------------------------------------------------------------------------
Blanket Easements (CLTA 103.3) Yes Yes Provide
-------------------------------------------------------------------------------
Deletion of Creditors Rights Yes Yes Provide
-------------------------------------------------------------------------------
Deletion of Arbitration Clause Yes Yes Provide
-------------------------------------------------------------------------------
CUSTOM (must elaborate)
===============================================================================
V. Survey Standards
Ref No. Requirement Notes/Corrections/Status
===================================================================================================================================
1. Be prepared by a registered land surveyor who should affix
his/her seal, date the survey with the date of its delivery Satisfy
to Lender, which date should be just prior to the closing
of the loan, and manually sign the survey.
-----------------------------------------------------------------------------------------------------------------------------------
2. Name the title company and Lender, or its designee and Lender's name is CWCapital, LLC, a
its successors and/or assigns as recipients of the survey. Massachusetts limited liability company
Include "its successors and assigns"
-----------------------------------------------------------------------------------------------------------------------------------
3. Include on the survey a full legal description and street
address of the parcel or, if not possible, on a separate sheet Okay
stapled to the survey. The sheet should be sealed, signed
and dated as of the date of the survey and should bear a
certification that the legal description is a true, correct and
complete description of the parcel and all rights appurtenant
thereto.
-----------------------------------------------------------------------------------------------------------------------------------
4. Identify all perimeter property lines. Where applicable,
curves should be described. Okay
-----------------------------------------------------------------------------------------------------------------------------------
5. Identify the number of square feet and acres contained in Satisfy
the parcel.
-----------------------------------------------------------------------------------------------------------------------------------
6. Identify all public streets adjacent to the property and further
identify any right-of-way lines, including their distance from Satisfy
the nearest intersecting public streets.
-----------------------------------------------------------------------------------------------------------------------------------
7. Show all curb cuts, driveways, fences and access routes from
property to public streets and highways with an affirmative Satisfy
statement of the status of such roadways as public or
private.
-----------------------------------------------------------------------------------------------------------------------------------
8. Show all easements affecting the property which either benefit
or burden it and identify each by Book and Page or document Satisfy
number of instrument creating the easement. Indicate, if
possible, the dimensions of each easement.
-----------------------------------------------------------------------------------------------------------------------------------
9. Show building foundations and all structures or improvements on
the property, including sidewalks, stoops, fences, parking Satisfy
areas, walls, and street lighting. Identify the square
footage and the number of stories of all structures. Specify
whether such improvements are under construction and, if so,
which ones.
-----------------------------------------------------------------------------------------------------------------------------------
10. Identify all utility lines for sewer, water, gas, electric and
telephone, light poles and cable television as they service the Satisfy
property and improvements. Show all points of ingress and
egress.
-----------------------------------------------------------------------------------------------------------------------------------
11. Show all building set back and yard lines. If none, state
"none." Satisfy
-----------------------------------------------------------------------------------------------------------------------------------
12. Show any encroachments or make a positive statement that
there are no encroachments. Satisfy
-----------------------------------------------------------------------------------------------------------------------------------
13. Identify all parking and paved areas. Parking areas should
include the number and type, (e.g. standard, compact, Satisfy
handicapped, etc.) of vehicles that may be parked under
applicable zoning and whether they are covered or uncovered.
-----------------------------------------------------------------------------------------------------------------------------------
14. Show all water courses and wetlands. Satisfy
-----------------------------------------------------------------------------------------------------------------------------------
15. Clearly identify the point of beginning of the property
description and relation thereof to the monument from Okay
which it is fixed.
-----------------------------------------------------------------------------------------------------------------------------------
16. Show a vicinity map showing the location of the property
surveyed in reference to adjoining or nearby highways or street Okay
intersections.
-----------------------------------------------------------------------------------------------------------------------------------
17. Include significant observations not otherwise defined. Okay
-----------------------------------------------------------------------------------------------------------------------------------
18. Include a legend setting forth an explanatory list of the
abbreviations, symbols and lines used in the survey and the Satisfy
scale used in setting forth the dimensions of the survey.
-----------------------------------------------------------------------------------------------------------------------------------
19. Indicate the zoning, use and density classification of the
property and show the location of any lines that divide the Satisfy
property into different classification. The survey
should designate the front yard lot line(s) of the property, as
determined pursuant to applicable zoning requirements.
-----------------------------------------------------------------------------------------------------------------------------------
20. Include a statement that the Survey was prepared with knowledge
of, and reflects all matters affecting title to the Property set Satisfy
forth in the title insurance policy and identify the title
policy by title company, date and policy number.
-----------------------------------------------------------------------------------------------------------------------------------
21. Conform to such additional requirements as Lender may impose for
the proposed mortgage loan, including, but without limitation, Okay
the Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys as adopted by the America Land Title Association
and the NSPS, 2005.
===================================================================================================================================
Copies of the survey conforming to the above requirements each bearing the
registered land surveyor's manual signature should be delivered as follows: (a)
Three (3) copies should be delivered to Lender's counsel, (b) two (2) copies
should be delivered to Lender's local counsel if directed by Lender, and (c) two
(2) copies should be delivered to Lender. Addresses will be provided.
VI. Surveyor's Certification
================ =========================================================================================
Ref. No. Requirement Notes/Corrections/Status
================ =========================================================================================
Intro. [Name], a registered land surveyor, License No. [Number], in
and for the state of [State] and legally doing business in Satisfy
[County], does hereby certify to Greenwich Capital
Financial Products, Inc., [Title Company], and their respective
successors and assigns that I have made a careful survey of a
tract of land described [hereon] as follows:
[Insert Property Description]
---------------- ----------------------------------------------------------------------------------------
ARTICLE II The accompanying survey ("Survey") was made on the
ground and correctly shows the location of all buildings, Satisfy
structures and other improvements situated on the above
premises; there are not visible encroachments on the subject
property or upon adjacent land abutting said property except
as shown hereon and was made in accordance with laws and/or
Minimum Standards of the State of ________;
---------------- ---------------------------------------------------------------------------------------
ARTICLE III The property described hereon is the same as the
property described in _____________ Commitment No. Satisfy
_____________ with an effective date of ____________________
and that all easements, covenants and restrictions referenced
in said title commitment or apparent from a physical
inspection of the site or otherwise known to me have been
plotted hereon or otherwise noted as to their effect on the
subject property;
ARTICLE IV
---------------- ---------------------------------------------------------------------------------------
ARTICLE V Said described property is located within an area
having a Zone Designation _____ by the Federal Emergency Satisfy
Management Agency (FEMA), on Flood Insurance Rate Map No.
______________, with a date of identification of ____________,
for Community No. _________, in __________ County, State of
___________, which is the current Flood Insurance Rate Map for
the community in which said premises is situated;
---------------- ---------------------------------------------------------------------------------------
ARTICLE VI The subject property has [direct access to _______, Satisfy
and from a duly dedicated and accepted public street
or highway] [indirect access to _____________, a dedicated
public street or highway, by way of the Access Easement
recorded in Book ___ Page ___];
---------------- --------------------------------------------------------------------------------------
ARTICLE VII The total number of striped parking spaces on the
subject property is _______, including ______ designated Satisfy
handicap spaces.
---------------- --------------------------------------------------------------------------------------
[If the certificate is attached to rather than typed or
otherwise reproduced on the face of the Survey, add a paragraph
specifically identifying the Survey (such as by date, property
description, and survey number) to which the certificate
Satisfy relates.]
The parties listed above are entitled to rely on the Survey and
this certificate as being accurate.
---------------- --------------------------------------------------------------------------------------
This is to certify that this map or plat and the survey
on which it is based were made in accordance with laws
regulating surveying in the State of _____________, and with
the "Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys", Satisfy jointly established and adopted by
ALTA and NSPS in 2005 and includes Items 1, 2, 3, 4, 6, 7(a)
(bi), (c), 8, 9, 10, 11(a), and 16 in Table A contained
therein. Pursuant to the Accuracy Standards as adopted by
ALTA and NSPS and in effect on the date of this certification,
undersigned 0further certifies that in my professional opinion,
as a land surveyor registered in the State of _________, the
Relative Positional Accuracy of this survey does not exceed
that which is specified herein.
[Signature]
[Type name of surveyor below signature line]
Registration No. ____________________
Date: [Date]
[Seal]
================ ==============================================================
VII. Miscellaneous Comments, Notes, Special Issues Not Covered Above
(must elaborate)