FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Contract Categories: Business Finance - Purchase Agreements
EX-10.71 2 ex1071-netleasesale_psafir.htm 1ST AMENDMENT DATED AS OF SEPTEMBER 30,2013 TO THE PSA DATED JULY 24, 2013, BY A Ex1071-NetLeaseSale_PSAFirstAmendment

Exhibit 10.71

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT    

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (“Amendment”) is entered into as of the 30th day of September, 2013, by and among the entities identified on the signature pages hereof as Buyer (individually and collectively, “Buyer”) and the entities identified on the signature pages hereof as Seller (individually and collectively, “Seller”).

RECITALS

Seller and Buyer entered into that certain Purchase and Sale Agreement dated July 24, 2013 (as amended pursuant to certain Seller Change Notices, the “Original Agreement”) with respect to the purchase and sale of the Properties more particularly described therein. Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Original Agreement. Seller and Buyer desire to amend the Original Agreement on the terms and conditions set forth in this Amendment. The Original Agreement as amended by this Amendment is referred to herein as the “Agreement”.

AGREEMENT

In consideration of the mutual covenants and provisions of this Amendment and the Original Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer agree as follows:

1.    Property Removal and Reduction in Purchase Price. The Property located at 68 Patton Avenue, Asheville, North Carolina and more particularly described on Exhibit A attached hereto is hereby removed from the Properties to be sold to Buyer and the Purchase Price is hereby reduced to $969,473,072.65.

2.    Seller Name. Schedule 1(a) of the Original Agreement is hereby amended to reflect:

(a)     First States Investors 4044, LLC as the Seller of the Property located at 900 East First Street, Vidalia, GA. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 4000D, LLC is hereby removed as a Seller under the Agreement;

(b)     First States Investors GS Pool A L.P. as the Seller of the Property located at 735 S.E. 6th Street, Grants Pass, OR. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 5200, LLC is hereby removed as a Seller under the Agreement;

(c)    FP2-4 LLC as the Seller of the Property located at 9120 Viscount Blvd., El Paso, TX. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. FP2-9 LLC is hereby removed as a Seller under the Agreement;


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Exhibit 10.71

(d)    the correction of the name of the Seller entity First States Investors 4100B, LLC to First States Investors 4100B, L.P.; and

(e)    First States Properties No. 19, LLC as the Seller of the Property located at 244 Radcliffe Street, Bristol, PA and the Property located at 801 Cumberland Street, Lebanon, PA. By its signature hereto, such Seller acknowledges and agrees to the terms of the Agreement. First States Investors 3300, LLC is hereby removed as a Seller under the Agreement.

3.    Caguas, PR Property.

(a)    Schedule 1(a) of the Original Agreement is hereby amended to delete the reference to “(Leasehold as to parking)” from the row identifying the Property located at Comer Pr State Rd. 172 & Asturi, Caguas, Puerto Rico.

(b)    The following is hereby deleted in its entirety from Schedule 1(b-2) of the Original Agreement:

“Store No. 518, Caguas, PR
-    Lease Agreement dated October 10, 1991 among Julio Blanco D’Arcy and Wanda Mendez Quinones, as Landlord, and Kentucky Fried Chicken Puerto Rico, Inc., as Tenant”

4.    Legal Descriptions. The legal description for the Property located at 1695 Highway 59, Mandeville, Louisiana and the legal description for the Property located at 711 East Indian School Road, Phoenix, Arizona, each attached as part of Schedule 1(a) of the Original Agreement, are each hereby deleted and replaced in their entirety with the legal descriptions attached hereto as Exhibit B-1 and Exhibit B-2, respectively.

5.    Approved Assignees. Schedule 15 attached hereto is hereby added as Schedule 15 to the Original Agreement.

6.    Closing.

(a)    Section 12(a) of the Original Agreement is hereby amended and restated in its entirety as follows:

“(a)    As used in this Agreement, (x) (I) September 30, 2013 is referred to herein as the “First Closing Date”, (II) October 1, 2013 is referred to herein as the “Second Closing Date”), and (III) (a date after the Second Closing Date to be reasonably determined by the Parties for the sale of Properties not sold in the First Closing or the Second Closing is referred to herein as the “Third Closing Date” and (IV) each of the First Closing Date, the Second Closing Date, and the Third Closing Date, is sometimes referred to herein as a “Closing Date”); (y) (I) with respect to all Properties sold on the First Closing Date (“First Closing Properties”), the closing of the sale of such Properties is referred to herein as the “First Closing”, (II) with respect to all Properties sold on the Second Closing Date (“Second Closing Properties”), the closing of the sale of such

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Exhibit 10.71

Properties is referred to herein as the “Second Closing”; (III) with respect to all Properties sold on the Third Closing Date (“Third Closing Properties”), the closing of the sale of such Properties is referred to herein as the “Third Closing” ; and (IV) each of the First Closing, the Second Closing, and the Third Closing is sometimes referred to herein as a “Closing”); and (z) “Outside Closing Date” means October 30, 2013 (which date may be extended upon the mutual agreement of the Parties). Notwithstanding the foregoing, (i) for any Property regarding which Seller is required to request an Estoppel Certificate pursuant and subject to Section 10, it shall be a condition precedent to Buyer’s obligation to purchase such Property that the Closing not occur until at least five (5) days after such Estoppel Certificate, with such commercially reasonable edits as the applicable third party may make thereto, has been delivered to Buyer, (ii) for any Property where Seller is required to request a Purchase Option Waiver pursuant and subject to Section 10, it shall be a condition precedent to Seller’s obligation to sell such Property, and Buyer’s obligation to purchase such Property, that the Closing not occur until at least five (5) days after such Purchase Option Waiver has been obtained (or the right of the applicable Person to exercise its Purchase Option under the applicable Lease or other instrument shall have expired pursuant to the express terms of the Lease or other instrument), (iii) for any Property where Seller is required to request a Ground Lessor Consent pursuant and subject to Section 10 (whether separately or within the applicable Ground Lessor Estoppel), it shall be a condition precedent to Seller’s obligation to sell such Property, and Buyer’s obligation to purchase such Property, that the Closing not occur until at least five (5) days after such Ground Lessor Consent (whether separately or within the applicable Ground Lessor Estoppel) has been obtained, and (iv) for any Property where the sale of such Property to Buyer is subject to a Permitted Assumption, it shall be a condition precedent to Seller’s obligation to sell, and Buyer’s obligation to purchase, such Property, that such Permitted Assumption is effected simultaneously with such sale (and any such Property referenced in any of clauses (i) through (iv) of this sentence is referred to herein as a “Third Party Condition Property”). If any condition precedent described in the immediately preceding sentence is not satisfied as to any Third Party Condition Property on or prior to the Outside Closing Date, this Agreement shall terminate as to such Third Party Condition Property. Notwithstanding the foregoing, the Parties may mutually agree to extend the Outside Closing Date for any of the Properties in lieu of the immediately preceding sentence.”

7.     Representations and Warranties; Closing.

(a)    Without limiting anything contained in Section 6 of this Amendment, any reference in the Original Agreement to representations, warranties or covenants made with respect to (i) any of the First Closing Properties as of the “Closing” shall be deemed a reference to the First Closing, (ii) any of the Second Closing Properties as of the “Closing” shall be deemed a reference to the Second Closing, and (iii) any of the Third Closing Properties as of the “Closing” shall be deemed a reference to the Third Closing. Buyer’s right to indemnification with respect to any Ground Lease, Lease or Assigned Contract as set forth in Section 5(l) of the Original Agreement shall expire and be of no further force or effect on the date that is six (6) months after the particular Closing Date on which the Property to which such Ground Lease, Lease or Assigned Contract relates is sold hereunder. Wherever it appears in the Original Agreement, “Scheduled Closing Date” is hereby deemed replaced with “First Closing Date”. Any documentation referenced in Section 12(c) or 12(d) of the Original Agreement and relating to specific Properties shall only be required to

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Exhibit 10.71

be delivered by the applicable Party at a Closing to the extent applicable to the specific Property or Properties being sold at such Closing. There shall be separate Closing Statements for each of Buyer and Seller at each Closing.

(b)    A portion of the $7,000,000 amount referenced in Section 12(e) of the Original Agreement for payment of Other Closing Costs (the “Other Closing Costs Credit”) will be paid by Buyer at the First Closing toward the payment of Other Closing Costs at the First Closing, such portion (the “First Closing Costs Credit”) equal to the lesser of (i) the product of (A) $7,000,000, multiplied by (B) a fraction, the numerator of which is the portion of the Purchase Price paid at the First Closing and the denominator of which is the Purchase Price or (ii) the amount of Other Closing Costs payable at the First Closing. The excess of the $7,000,000 over the First Closing Costs Credit (the “Remaining Costs Credit”) will be paid by Buyer at subsequent Closings and credited against Other Closing Costs as Seller may determine in its sole discretion (which payment at any such subsequent Closing may include, without limitation, a portion of the Remaining Costs Credit paid as an additional reimbursement for Other Closing Costs at any previous Closing not previously reimbursed by any portion of the Other Closing Costs Credit); provided, however, that if at any time the Agreement is terminated (including without limitation in the event that one or more Properties is not sold on or prior to the Outside Closing Date), then Buyer shall pay immediately to Seller any portion of the Other Closing Costs Credit not previously paid to Seller, up to the total amount of Other Closing Costs at any Closing not previously reimbursed by any portion of the Other Closing Costs Credit.

8.    First Closing Properties; Earnest Money; Purchase Price.

(a)    The Parties agree that (i) the First Closing Properties shall be the Properties described on Exhibit C attached hereto, (ii) the Second Closing Properties shall be the Properties described on Exhibit D attached hereto, and (iii) the Third Closing Properties shall be the Properties described on Exhibit E attached hereto.

(b)    At the First Closing, a portion of the then existing Earnest Money shall be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing in the amount of $15,531,977.10. At the Second Closing, a portion of the then existing Earnest Money shall be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing in the amount of $10,926,798.70. At the Third Closing, the remaining Earnest Money will be applied toward the portion of the Purchase Price paid by Buyer to Seller at such Closing. As used in the Original Agreement, “Earnest Money” shall take into account the reduction in the amount thereof as and when described in this Amendment. Any reference in the Original Agreement to the payment of, or credit against, the “Purchase Price” with respect to Closing shall be deemed a reference to the portion of the Purchase Price being paid in connection with the applicable Closing (as described herein).
    
(c)    The portion of the Purchase Price due at each Closing other than the Third Closing shall be the greater of the combined values of the Properties sold at such Closing as determined by Buyer in its sole discretion (the “Buyer’s ACBs”) or such combined values as determined by Seller in its sole discretion (the “Seller’s Allocated Purchase Prices”). For each such

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Exhibit 10.71

Closing, Seller may treat on Seller’s books and records and for all tax purposes any excess of the Buyer’s ACBs over the Seller’s Allocated Purchase Prices as a nonrefundable deposit paid by Buyer to Seller with respect to the purchase of Properties sold at a subsequent Closing, such deposit to be applied to such Properties as determined by Seller in its sole discretion. The portion of the Purchase Price due at the Third Closing shall be (i) the Purchase Price, less (ii) the sum of the portions of the Purchase Price paid at the First Closing and the Second Closing. The Seller’s Allocated Purchase Prices exceed the Buyer’s ACBs with respect to the First Closing and the Second Closing in an aggregate amount of $45,029,814.41 (this amount, together with any interest earned thereon and net of investment costs, the “Closing Excess Payment”). This portion of the Purchase Price shall be paid by Buyer to the Title Company at the First Closing. The total of the Closing Excess Payment and the remaining Earnest Money after the First Closing shall be $68,571,038.61. The Closing Excess Payment shall be invested as Seller directs. Any and all interest earned on any Closing Excess Payment shall be reported to Seller’s federal tax identification number. The Closing Excess Payment shall be nonrefundable to Buyer, and shall be released (including without limitation all net earnings thereon), by the Title Company to Seller at the earliest of (1) the Third Closing, (2) the Outside Closing Date, or (3) the termination of the Agreement. Title Company has executed this Amendment in order to confirm that Title Company shall hold any Closing Excess Payment in escrow, and shall disburse any Closing Excess Payment (including without limitation the net earnings thereon), pursuant to the provisions of this Amendment. Nothing contained herein is intended to change the agreement of Buyer and Seller as set forth in the last sentence of Section 2 of the Original Agreement, including the agreement that the Allocated Purchase Prices shall be used for purposes of calculating deed stamp taxes and transfer taxes.

9.    Remediation Properties. The following covenants concern real property located at 5130 Clairton Boulevard, Pittsburgh, PA more particularly described in Exhibit F-1 (the “PA Remediation Property”) and the real property located at 207 Marshall Street, Benwood, WV more particularly described in Exhibit F-2, (the “WV Remediation Property”, and collectively with the PA Remediation Property the “Remediation Properties” and each a “Remediation Property”).

(a)    Seller hereby advises Buyer that the Remediation Properties are impacted by various identified Hazardous Materials. Seller hereby advises Buyer that Hazardous Materials at each Remediation Property require investigation, monitoring, abatement, remediation and/or other corrective action to achieve commercial or industrial use standards, which Seller presently is undertaking (collectively, all such actions are the “Remedial Actions”). Seller advises Buyer that Seller has submitted applications with the Pennsylvania Department of Environmental Protection (for the PA Remediation Property) and with the West Virginia Department of Environmental Protection (for the WV Remediation Property) pursuant to voluntary remediation programs implemented in each such state. Specifically, Seller has applied under, or enrolled in, the Pennsylvania Department of Environmental Protection Act 2 Land Recycling Program and the West Virginia Voluntary Remediation Program. Seller may withdraw from either program, but even if it does so Seller remains responsible to assure completion of the Remedial Actions as set forth herein with respect to each Remediation Property sold to Buyer at any Closing. Buyer agrees that any of its assignees or subtenants and, as applicable, any of its invitees will comply with the applicable terms of the Agreement.


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Exhibit 10.71

(b)    For purposes of the Agreement, Hazardous Materials shall include those related, breakdown or “daughter compounds” of known Hazardous Materials in soil, soil gas or groundwater which first came to be located at, on, or under, or migrated from, each Remediation Property (including groundwater thereunder if applicable) prior to December 9, 2011. “Hazardous Materials” also shall include those substances not known today but identified in any Remedial Actions as having been first released into the environment by acts or omissions on either Remediation Property prior to December 9, 2011.

(c)    From and after any Closing where a Remediation Property is sold by Seller to Buyer:

(i)    Seller agrees to undertake the Remedial Actions with respect to such Remediation Property under the terms and conditions herein at Seller’s sole cost and expense.

(ii)    Seller agrees that the Remedial Actions with respect to such Remediation Property will be taken in compliance with Environmental Laws.

(iii)    Seller shall diligently pursue a written determination of “case closure,” “no further action,” “relief of liability” or similar determinations or certifications (the “Closure”), as applicable, (A) if such Remediation Property is the PA Remediation Property, from the Pennsylvania Department of Environmental Protection for the identified Hazardous Materials at, under or near such Remediation Property, and (B) if such Remediation Property is the WV Remediation Property, from the West Virginia Department of Environmental Protection for the identified Hazardous Materials at, under or near such Remediation Property. If authorized under applicable Environmental Law, however, Closure may be documented by a qualified consultant certification in lieu of a governmental agency determination.

        (iv)    In pursuing Closure with respect to such Remediation Property, Seller shall be obligated hereunder to conduct the applicable Remedial Actions so as to achieve remedial standards applicable to commercial or industrial properties and shall not be required to achieve any “residential” or “unrestricted use” or “sensitive use” remedial standards. Achievement of standards for Closure may be documented in any manner permitted by the Pennsylvania Department of Environmental Protection (if such Remediation Property is the PA Remediation) and by the West Virginia Department of Environmental Protection (if such Remediation Property is the WV Remediation Property), including a site-specific risk assessment.

(v)    Seller shall provide Buyer with periodic updates on progress toward Closure with respect to such Remediation Property, as reasonably requested by Buyer. Buyer remains responsible for any state or federal disclosure obligations, if any, on account of existing site conditions related to Hazardous Materials at such Remediation Property.

(vi)    Buyer hereby agrees, upon request from Seller or a governmental official, that if either the Pennsylvania Department of Environmental Protection (if such Remediation Property is the PA Remediation Property) or the West Virginia Department of

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Exhibit 10.71

Environmental Protection (if such Remediation Property is the WV Remediation Property) condition Closure upon the recording of an instrument against title to such Remediation Property containing any restriction or activity and use limitation, Buyer shall agree to the recording thereof; provided, however, any such activity and use limitation shall allow the current surface uses at such Remediation Property. Buyer expressly agrees that recorded activity and use restrictions: (i) on investigation and handling of soils, (ii) on the use of groundwater, and (iii) which require notice of construction or similar activities to governmental officials or (iv) notices to subsequent owners, lessees or invitees of residual Hazardous Materials, shall be acceptable restrictions or activity and use limitations to be contained in any such instrument.

(vii)    Buyer agrees that the Remedial Actions at such Remediation Property may include long term monitoring of Hazardous Materials (i.e., monitoring extending beyond a 12 month term), if Seller determines the same is necessary or advisable, provided such monitoring does not unreasonably interfere with Buyer’s surface uses. Natural attenuation shall be an acceptable remedy, provided such remedy does not unreasonably interfere with current surface uses.

(viii)    Buyer further agrees not to pursue or to consent to any changes in the current zoning designation at such Remediation Property.

(ix)    At the Closing that includes such Remediation Property, Buyer and Seller shall enter into a Limited Access Agreement with respect to such Remediation Property in the form attached hereto as Exhibit G (the “Limited Access Agreement”). If both Remediation Properties are included in the same Closing, then there shall be one Limited Access Agreement regarding both Remediation Properties.

(x)    Buyer agrees to cooperate in all reasonable respects to assist Seller in conducting the Remedial Actions and pursuing Closure with respect to such Remediation Property, including executing such consents, applications or forms as are reasonable necessary to be executed by a landowner, provided Buyer’s cooperation in all such circumstances is lawful. Buyer specifically agrees if Seller pursues any reimbursement, or cost recovery or other funds pursuant to any applicable underground storage tank fund designed to pay for or reimburse funds expended to conduct Remedial Actions respecting releases of Hazardous Materials from underground storage tanks at such Remediation Property, Buyer shall cooperate so that any such funds as may be recoverable are directed to Seller to reimburse Seller’s costs. Buyer further agrees to reasonably cooperate if environmental officials require information from Buyer. If any such cooperation under the Agreement involves more than limited administrative or ministerial support, then Buyer may request reimbursement of such documented, out of pocket costs in aid of Seller’s completion of such Remedial Actions.

        (xi)    Buyer agrees that Seller’s sole obligation with respect to Closure regarding such Remediation Property shall be to achieve such Closure under at least a commercial/industrial remediation standard is achieved, including, specifically, no “diminution in value” or “property stigma” claims against Seller (or any person whom Seller may have a duty to indemnify) and Buyer hereby waives, surrenders and releases all claims regarding such Closure so long as at least such standard is achieved.

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Exhibit 10.71


(xii)    Unless Seller shall consent in writing, Buyer shall not pursue any claims of any kind against any prior owner or operator at such Remediation Property so long as Seller performs its covenants under this Section 9 and the Limited Access Agreement related to such Remediation Property.

(c)    Notwithstanding the foregoing, Seller shall not be obligated to conduct any Remedial Actions on, at or near any Remediation Property respecting any Hazardous Materials that were first released into the environment by third parties on or at properties other than such Remediation Property, or that were first released into the environment on, at or under such Remediation Property by Buyer or by any person accessing such Remediation Property (whether with consent or not) on or after the Closing Date on which such Remediation Property is sold to Buyer.    
    
(d)    Buyer agrees that neither the presence on the Remediation Properties of Hazardous Materials, nor the required Remedial Activities, nor any information disclosed to Buyer by Seller regarding the Remediation Properties on or prior to the date hereof, results or will result in the failure of any condition precedent to Buyer’s obligations under the Agreement or any breach by Seller under the terms of the Agreement.

(e)    If Buyer sells, leases or otherwise transfers (any of the foregoing, a “Transfer”) any Remediation Property or any interest therein, Buyer agrees that, at Seller’s sole election, the buyer, lessee, or other transferee (any of the foregoing, a “Transferee”) shall enter into an agreement with Seller, effective upon the date of Transfer, containing covenants substantively identical to the covenants contained in the Limited Access Agreement and this Section 9 with respect to such Remediation Property (a “New Remediation Agreement”), and if Seller elects that a New Remediation Agreement is to be entered into between Seller and Transferee as of the date of such Transfer, and it is not so entered into, then all obligations of Seller under such Limited Access Agreement and this Section 9 with respect to such Remediation Property shall immediately terminate and be of no further force or effect.

10.    No Other Changes. The Original Agreement remains in full force and effect (including, without limitation, Section 11 thereof (but subject to Section 9(d) of this Amendment)) and, except as expressly provided in this Amendment and those certain Seller Change Notices delivered to Buyer prior to the date hereof, is unmodified. The Parties hereby ratify and re-affirm the Original Agreement, as amended by this Amendment and those certain Seller Change Notices delivered to Buyer prior to the date hereof.

11.    Entire Agreement. This Amendment constitutes the entire agreement between the Parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements, written or oral, between Seller and Buyer with respect to the subject matter of this Amendment.

12.    Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one agreement. The signature

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Exhibit 10.71

page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by the other Party. Counterpart copies of this Amendment may be delivered by telefacsimile or electronic mail, which shall have the same legal effect as originals.

13.    Binding Effect. This Amendment shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and permitted assigns.

[signatures follow]

IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment as of the date first set forth above.

SELLER:

[see attached]
                    


            

FATD-H LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FGT Holdings LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FGECO LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FSAAB LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



CF Hopewell Core LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FWDC LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FGECO LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FP1-9 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-4 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-1 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-10 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-11 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-2 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-5 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-7 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP1-8 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP2-3 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-5 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP2-6 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP2-7 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-14 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-1 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-12 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-11 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-8 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP2-13 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President







FP2-4 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FIGRYANH-11 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-14 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-6 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-9 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-8 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-2 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-7 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-10 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-13 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FIGRYANH-4 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-5 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-12 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-16 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FIGRYANH-1 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FIGRYANH-15 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FIGRYANH-3 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP3-8 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP3-4 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FP3-5 LLC,
a Delaware limited liability company


By:    _____________________________
Name:
Title:


FP3-6 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP3-7 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


FP3-3 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




LDVF2 Tierra LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




CFKRY LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




DBMFI LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FCHUX LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FFRP 1-1 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President



FFRP 1-2 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




CFCDS-H LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-F LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-2 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-3 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-4 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-7 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-8 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-9 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-22 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-23 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-24 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-25 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


CFCDS-26 LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




DBFRAD LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




FWAG LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




First States Properties No. 34, LLC,
a Pennsylvania limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




First States Investors 5000B, LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


First States Investors 4100B, L.P.,
a Delaware limited partnership

By: First States Investors 4100B GP, LLC,
a Delaware limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President




First States Investors GS Pool A, L.P.,
a Delaware limited partnership

By:    First States Investors GS Pool A GP, LLC,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President


First States Investors 4044, LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


First States Investors 3076, LLC,
a Georgia limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


First States Investors 2107, L.P.,
a North Carolina limited partnership

By: First States Investors 2107 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President



First States Investors 2105, L.P.,
a North Carolina limited partnership

By: First States Investors 2105 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President


First States Investors 2106, L.P.,
a North Carolina limited partnership

By: First States Investors 2106 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President


First States Investors 2102, L.P.,
a North Carolina limited partnership

By: First States Investors 2102 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President









First States Investors 2103, L.P.,
a North Carolina limited partnership

By: First States Investors 2103 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President


First States Investors 2100, L.P.,
a North Carolina limited partnership

By: First States Investors 2100 GP, LLC,
a North Carolina limited liability company,
its general partner


By: /s/ Constantine M. Dakolias
Name: Constantine M. Dakolias
    Title: President




First States Investors 3151, LLC,
a Florida limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




First States Investors 3632, LLC,
a Florida limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President





First States Investors 2550A, LLC,
a Delaware limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President






First States Investors 157, LLC,
a New Jersey limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President






First States Properties No. 37, LLC,
a Pennsylvania limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President

 


First States Properties No. 73, LLC,
a Pennsylvania limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President




First States Properties No. 19, LLC,
a Pennsylvania limited liability company


By:    /s/ Constantine M. Dakolias    
Name: Constantine M. Dakolias
Title: President


        

9
                



BUYER:

ARC DB5PROP001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory



ARC DBPGDYR001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory

ARC DBPPROP001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory


ARC DB5SAAB001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory


ARC DBGWSDG001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory










ARC DBGESRG001, LLC,
a Delaware limited liability company

By:    /s/ Jesse C. Galloway            
Name: Jesse C. Galloway
Title: Authorized Signatory


                







The undersigned hereby executes this Amendment to evidence (i) its agreement to hold the Hopewell Deposit in trust for the Parties hereto in accordance with the terms of the Agreement, and (ii) to evidence its agreement to comply with all other terms of the Agreement.
TITLE COMPANY:

STEWART TITLE GUARANTY COMPANY

                    
By:    /s/ Regina Fiegel            
Name: Regina Fiegel
Title: Senior Vice President
Date of Execution:    9/30/2013

First Amendment to Purchase and Sale Agreement
Exhibit A
LA1 ###-###-####




Exhibit A

Legal Descriptions
68 Patton Avenue, Asheville, North Carolina

BEGINNING at a point in the Southern margin of the Southern sidewalk for Patton Avenue, which
said point lies South 75 deg. 01’50” West 24.95 feet from the Northeastern corner of a brick building located on lot 16 of Block 2 of the plat of the William Johnson Estate as the same is recorded in Deed Book 89, at Page 328, Buncombe County, N.C. Registry, said point also being located North 11 deg. 28’ West 0.13 feet from the Northwestern corner of the brick building on Lot 16 of Block 2 as shown on said plat, and runs thence with the dividing line between Lots 15 and 16 as shown on said Block and plat, and with the West face of wall of the building on said Lot 16, said Lot 16 being that Lot conveyed to Pearl B. O’Donnell by deed recorded in Deed Book 846, at Page 129, South 14 deg. 42’ 01” East 99.96 feet to a point located another 14 deg. 42’ West 0.08 feet from the Southwestern corner of the brick building located on said Lot 16; thence with the Northern edge of the Northern sidewalk of Commerce Street, South 75 deg. West 123.45 feet to a point located South 82 deg. 55’ West 0.87 feet from the Southeastern corner of the brick building located on Lot 10 being one of those Lots conveyed to 72 Patton Associates by deed recorded in Deed Book 1247, at Page 404, North 14 deg. 47’ 52” West 100.02 feet to a point located North 64 deg. 15’ West 1.03 feet from the Northeastern corner of the brick building located on said Lot 10, said point being the Southern margin of said sidewalk North 75 deg. 01’ 50” East 123 .62 feet to the BEGINNING. Being all of Lots 11, 12, 13, 14, and 15 of Block 2 as shown on a plat of the William Johnson Estate, which said plat is duly recorded in the Office of the Register of Deeds for Buncombe County, N.C., in Deed Book 89, at Page 328, reference to which is hereby made for further purposes of description. Being all of that property conveyed to the Bank of Asheville by deeds recorded in Deed Book 805, at Page 358, Deed Book 554, at Page 356, Deed Book 1024, at Page 529, and Deed Book 1028, at Page 397.

Being all of the property as shown on a survey for NCNB National Bank of N.C. by McMahan & Reese, P.A., dated October 10, 1988, Job No. 88-1587.







First Amendment to Purchase and Sale Agreement
Exhibit A
LA1 ###-###-####



Exhibit B-1

Legal Description
1695 Highway 59, Mandeville, Louisiana

Parcel 1

A certain parcel of ground in Section 1, Township 8 South, Range 11 East, St. Tammany Parish, Louisiana, being 2.123 acres and being more particularly described as follows:

Lot A on Map of Resubdivision of Undesignated 5.318 acre tract into Lots A and B, Section 1, Township 8 South, Range 11 East, St. Tammany Parish, Louisiana, as per map recorded under Map No. 4968B of the Records of St. Tammany Parish, Louisiana.

LESS AND EXCEPT FROM PARCEL 1:
One (1) certain tract(s) or parcel(s) of land, together with all the improvements situated thereon, and all of the rights, ways, privilieges, servitudes and advantages thereunto belonging or in anywise appertaining, situated in Section 1, Township 8 South, Range 11 East, St. Helena Meridian, St. Tammany Parish, Louisiana, identified as PARCEL NO. 1, as shown on Survey No. 2011 243, on the property map for LA. HWY 59 & LA HWY 1088, 0.139 ACRES (6,065.38 SQ. FT.), ST. TAMMANY PARISH, LOUISIANA, prepared by John E. Bonneau & Associates, Inc., professional land surveyor, dated June 28, 2011, which property is more particularly described as follows:

A CERTAIN PIECE OR PORTION OF GROUND SITUATED IN SECTION 1, TOWNSHIP 8 SOUTH, RANGE 11 EAST, ST. TAMMANY PARISH, LOUISIANA IS DESCRIBED AS FOLLOWS:

COMMENCING AT THE CORNER COMMON TO SECTIONS 1, 2 AND 38, TOWNSHIP 8 SOUTH, RANGE 11 EAST, AND THEN RUN SOUTH 72 DEGREES 50 MINUTES 16 SECONDS EAST FOR A DISTANCE OF 866.62 FEET TO A FOUND ½” IRON ROD BEING ON A CURVE TO THE LEFT COUNTERCLOCKWISE & NON-TANGENT WITH SAID CURVE BEING ON THE EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AMND BEING THE POINT OF BEGINNING.

FROM THE POINT OF BEGINNING, CONTINUE ALONG SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND SAID CURVE WITH A RADIUS OF 1191.47 FEET AN ARC LENGTH OF 319.91 FEET, A CHORD BEARING OF NORTH 20 DEGREES 38 MINUTES 22 SECONDS EAST AND A CHORD DISTANCE OF 318.95 FEET TO A FOUND LOUISIANA DEPARTMENT OF HIGHWAYS CONCRETE MONUMENT AND BEING ON THE SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088; THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND RUNNING ALONG SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088 NORTH 41 DEGREES 17 MINUTES 02 SECONDS EAST FOR A DISTANCE OF 37.00 FEET TO A FOUND ½” IRON ROD AND SAID POINT BEING N A CURVE TO THE RIGHT (CLOCKWISE & NON-TANGENT); THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA

First Amendment to Purchase and Sale Agreement
Exhibit B-1
LA1 ###-###-####



HIGHWAY 1088 AND RUN ALONG SAID CURVE WITH A RADIUS OF 1209.47 FEET AN ARC LENGTH OF 353.76 FEET, A CHORD BEARING OF SOUTH 19 DEGREES 47 MINUTES 01 SECONDS WEST AND A CHORD LENGTH OF 352.50 FEET TO A FOUND ½” IRON ROD; THENCE RUN NORTH 72 DEGREEES 50 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 18.34 FEET BACK TO THE POINT OF BEGINNING.

SAID PIECE OR PORTION OF GROUND CONTAINS 0.139 ACRES (6,065.38 SQ. FT.), MORE OR LESS.

AND FURTHER LESS AND EXCEPT FROM PARCEL 1:
The sewer and water system of CVS Pharmacy #6360 situated within the Highway 59 and/or Highway 1088 right of way, including all pipes, pipe lines, drips, valves, fittings, connections, meters, water hydrants, fire hydrants and any and all other equipment and appurtenances contained in said system, including all materials, all as more fully set forth on the As Built drawings of the sewer and water system, less and except any pipes, pipe lines, drips, valves, fittings, connections, lift stations(s) and any and other sewer equipment situated outside of the Highway 59 and/or Highway 1088 right of way.

Parcel 2

TOGETHER WITH all rights and easement as granted in Site Development Agreement by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809604 of the Conveyance Records of St. Tammany Parish, Louisiana.

Parcel 3

TOGETHER WITH all rights and easement as granted in Reciprocal Servitude Agreement with building restrictions by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809602 of the Conveyance Records of St. Tammany Parish, Louisiana.



First Amendment to Purchase and Sale Agreement
Exhibit B-1
LA1 ###-###-####



Exhibit B-2

Legal Description
711 East Indian School Road, Phoenix, Arizona

Lot 1, “CVS 02963”, according to Book 1122 of Maps, Page 36, Affidavit of Correction in Document No. 2012-0847029, Affidavit of Correction in Document No. 2012-1065464 and rerecorded in Document No. 2013-0070342, records of Maricopa County, Arizona.







First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####




Exhibit B-1

Legal Description
1695 Highway 59, Mandeville, Louisiana

Parcel 1

A certain parcel of ground in Section 1, Township 8 South, Range 11 East, St. Tammany Parish, Louisiana, being 2.123 acres and being more particularly described as follows:

Lot A on Map of Resubdivision of Undesignated 5.318 acre tract into Lots A and B, Section 1, Township 8 South, Range 11 East, St. Tammany Parish, Louisiana, as per map recorded under Map No. 4968B of the Records of St. Tammany Parish, Louisiana.

LESS AND EXCEPT FROM PARCEL 1:
One (1) certain tract(s) or parcel(s) of land, together with all the improvements situated thereon, and all of the rights, ways, privilieges, servitudes and advantages thereunto belonging or in anywise appertaining, situated in Section 1, Township 8 South, Range 11 East, St. Helena Meridian, St. Tammany Parish, Louisiana, identified as PARCEL NO. 1, as shown on Survey No. 2011 243, on the property map for LA. HWY 59 & LA HWY 1088, 0.139 ACRES (6,065.38 SQ. FT.), ST. TAMMANY PARISH, LOUISIANA, prepared by John E. Bonneau & Associates, Inc., professional land surveyor, dated June 28, 2011, which property is more particularly described as follows:

A CERTAIN PIECE OR PORTION OF GROUND SITUATED IN SECTION 1, TOWNSHIP 8 SOUTH, RANGE 11 EAST, ST. TAMMANY PARISH, LOUISIANA IS DESCRIBED AS FOLLOWS:

COMMENCING AT THE CORNER COMMON TO SECTIONS 1, 2 AND 38, TOWNSHIP 8 SOUTH, RANGE 11 EAST, AND THEN RUN SOUTH 72 DEGREES 50 MINUTES 16 SECONDS EAST FOR A DISTANCE OF 866.62 FEET TO A FOUND ½” IRON ROD BEING ON A CURVE TO THE LEFT COUNTERCLOCKWISE & NON-TANGENT WITH SAID CURVE BEING ON THE EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AMND BEING THE POINT OF BEGINNING.

FROM THE POINT OF BEGINNING, CONTINUE ALONG SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND SAID CURVE WITH A RADIUS OF 1191.47 FEET AN ARC LENGTH OF 319.91 FEET, A CHORD BEARING OF NORTH 20 DEGREES 38 MINUTES 22 SECONDS EAST AND A CHORD DISTANCE OF 318.95 FEET TO A FOUND LOUISIANA DEPARTMENT OF HIGHWAYS CONCRETE MONUMENT AND BEING ON THE SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088; THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 59 AND RUNNING ALONG SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088 NORTH 41 DEGREES 17 MINUTES 02 SECONDS EAST FOR A DISTANCE OF 37.00 FEET TO A FOUND ½” IRON ROD AND SAID POINT BEING N A CURVE TO THE RIGHT (CLOCKWISE & NON-

First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####



TANGENT); THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY OF LOUISIANA HIGHWAY 1088 AND RUN ALONG SAID CURVE WITH A RADIUS OF 1209.47 FEET AN ARC LENGTH OF 353.76 FEET, A CHORD BEARING OF SOUTH 19 DEGREES 47 MINUTES 01 SECONDS WEST AND A CHORD LENGTH OF 352.50 FEET TO A FOUND ½” IRON ROD; THENCE RUN NORTH 72 DEGREEES 50 MINUTES 16 SECONDS WEST FOR A DISTANCE OF 18.34 FEET BACK TO THE POINT OF BEGINNING.

SAID PIECE OR PORTION OF GROUND CONTAINS 0.139 ACRES (6,065.38 SQ. FT.), MORE OR LESS.

AND FURTHER LESS AND EXCEPT FROM PARCEL 1:
The sewer and water system of CVS Pharmacy #6360 situated within the Highway 59 and/or Highway 1088 right of way, including all pipes, pipe lines, drips, valves, fittings, connections, meters, water hydrants, fire hydrants and any and all other equipment and appurtenances contained in said system, including all materials, all as more fully set forth on the As Built drawings of the sewer and water system, less and except any pipes, pipe lines, drips, valves, fittings, connections, lift stations(s) and any and other sewer equipment situated outside of the Highway 59 and/or Highway 1088 right of way.

Parcel 2

TOGETHER WITH all rights and easement as granted in Site Development Agreement by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809604 of the Conveyance Records of St. Tammany Parish, Louisiana.

Parcel 3

TOGETHER WITH all rights and easement as granted in Reciprocal Servitude Agreement with building restrictions by and between 108859, L.L.C. and Louisiana CVS Pharmacy, L.L.C., dated April 25, 2011 and recorded April 29, 2011 under Instrument No. 1809602 of the Conveyance Records of St. Tammany Parish, Louisiana.



First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####




Exhibit C

First Closing Properties

 
Tenant
(for reference purposes only)
Store #
(for reference purposes only)
Address
City
State
1.    
1st Constitution Bancorp
 
140 Mercer St.
Hightstown
NJ
2.    
American Tire Distributors
 
7150 Discovery Drive
Chattanooga
TN
3.    
Krystal Burgers Corporation
JAX015
6009 New Kings Road
Jacksonville
FL
4.    
Krystal Burgers Corporation
COL006
4823 Buena Vista Road
Columbus
GA
5.    
Krystal Burgers Corporation
CHN009
2560 Lafayette Road
Ft. Oglethorpe
GA
6.    
Krystal Burgers Corporation
CHN022
621 Signal Mountain Road
Chattanooga
TN
7.    
Krystal Burgers Corporation
CLV001
2510 Keith Street
Cleveland
TN
8.    
Krystal Burgers Corporation
NSH010
807 S. Gallatin Road
Madison
TN
9.    
Merrill Lynch Pierce Fenner & Smith
 
1300 Merrill Lynch Drive
Hopewell
NJ
10.    
Merrill Lynch Pierce Fenner & Smith
 
1350 Merrill Lynch Drive
Hopewell
NJ
11.    
Merrill Lynch Pierce Fenner & Smith
 
1400 Merrill Lynch Drive
Hopewell
NJ
12.    
O’Charley’s
343
6840 Hwy. 90
Daphne
AL
13.    
O’Charley’s
339
3060 S. Mckenzie Street
Foley
AL
14.    
O’Charley’s
420
1591 Highway 27 South
Carrollton
GA
15.    
O’Charley’s
259
1289 Dogwood Drive Se
Conyers
GA

First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####



16.    
O’Charley’s
354
705 Town Park Lane Nw
Kennesaw
GA
17.    
O’Charley’s
371
1842 Jonesboro Road
McDonough
GA
18.    
O’Charley’s
306
730 W. Town Center Boulevard
Champaign
IL
19.    
O’Charley’s
355
160 Pacer Street NW
Corydon
IN
20.    
O’Charley’s
410
1993 N. State Street
Greenfield
IN
21.    
O’Charley’s
209
2895 Richmond Road
Lexington
KY
22.    
O’Charley’s
430
1780 W. Prien Lake Road
Lake Charles
LA
23.    
O’Charley’s
254
4640 Hardy Street
Hattiesburg
MS
24.    
O’Charley’s
269
357 Goodman Road West
Southaven
MS
25.    
O’Charley’s
396
123 North Arlington Street
Salisbury
NC
26.    
O’Charley’s
319
6285 Cleveland Avenue
Columbus
OH
27.    
O’Charley’s
412
1657 Stringtown Road
Grove City
OH
28.    
O’Charley’s
360
1830 N. Bechtle Avenue
Springfield
OH

First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####



29.    
O’Charley’s
393
671 Fairview Road
Simpsonville
SC
30.    
O’Charley’s
236
2792 Wilma Rudolph Boulevard
Clarksville
TN
31.    
O’Charley’s
368
2450 Old Fort Parkway
Murfreesboro
TN
32.    
Walgreens
4378
925 Barton Blvd
Rockledge
FL
33.    
Walgreens
3714
2610 State St
Alton
IL
34.    
Walgreens
11828
909 S Main St
Bloomington
IL
35.    
Walgreens
2869
104 N Lombard St
Mahomet
IL
36.    
Walgreens
9175
1900 W Jefferson
Springfield
IL
37.    
Walgreens
3763
1011 Peoria St
Washington
IL
38.    
Walgreens
5321
484 S Telegraph Rd
Monroe
MI
39.    
Walgreens
2901
1705 Shackleford Rd
Florissant
MO
40.    
Walgreens
2741
12400 Old Halls Ferry Rd
Florissant
MO
41.    
Walgreens
5047
2202 Chambers Rd
St Louis
MO


First Amendment to Purchase and Sale Agreement
Exhibit C
LA1 ###-###-####



Exhibit D

Second Closing Properties

 
Tenant
(for reference purposes only)
State
(for reference purposes only)
Address
City
State
1.    
Community National Bank (Homebanc)
 
3701 W. Lake Mary Boulevard
Lake Mary
FL
2.    
CVS Caremark
2372
3975 E. Thunderbird Rd
Phoenix
AZ
3.    
CVS Caremark
2963
711 E. Indian School Rd
Phoenix
AZ
4.    
CVS Caremark
10074
5995 E. Kings Canyon Road
Fresno
CA
5.    
CVS Caremark
3055
38012 47th Street East
Palmdale
CA
6.    
CVS Caremark
9823
1350 Florin Road
Sacramento
CA
7.    
CVS Caremark
1027
372 West Main St
Norwich
CT
8.    
CVS Caremark
304
101 N. Wabash Avenue
Lakeland
FL
9.    
CVS Caremark
6360
1695 Highway 59
Mandeville
LA
10.    
CVS Caremark
5441
4301 Airline Drive
Metairie
LA
11.    
CVS Caremark
8266
2585 Leon C. Simon Dr.
New Orleans
LA
12.    
CVS Caremark
5473
2103 Gause Boulevard East
Slidell
LA
13.    
CVS Caremark
1189
405 Lincoln Street
Hingham
MA
14.    
CVS Caremark
1001
1080 Eastern Ave
Malden
MA
15.    
CVS Caremark
8236
1301 S. Belt Hwy
St. Joseph
MO
16.    
CVS Caremark
7381
1703 Live Oak Street
Beaufort
NC
17.    
CVS Caremark
7242
4201 Montano Road, NW
Albuquerque
NM
18.    
CVS Caremark
5494
1510 Tramway Blvd., N.E.
Albuquerque
NM
19.    
CVS Caremark
7373
3041 North Main Street
Las Cruces
NM
20.    
CVS Caremark
2478
6342 E. Admiral Pl N
Tulsa
OK
21.    
CVS Caremark
2386
1405 N. Highland Ave
Jackson
TN
22.    
CVS Caremark
3743
110 Majestic Grove Road
Knoxville
TN
23.    
CVS Caremark
6955
8027 Kitty Hawk
Converse
TX
24.    
CVS Caremark
4820
100 North Dumas Avenue
Dumas
TX
25.    
CVS Caremark
835
103 West Edinburg Ave
Elsa
TX
26.    
CVS Caremark
7455
700 W. Seminary Dr.
Ft. Worth
TX

First Amendment to Purchase and Sale Agreement
Exhibit D
LA1 ###-###-####



27.    
CVS Caremark
2391
15607 Chase Hill Blvd
San Antonio
TX
28.    
CVS Caremark
4109
12835 Potranco Rd
San Antonio
TX
29.    
CVS Caremark
7307
2018 Culebra Road
San Antonio
TX
30.    
CVS Caremark
4827
100 E Fm 495
San Juan
TX
31.    
CVS Caremark
6146
4261 E. Little Creek Road
Norfolk
VA
32.    
CVS Caremark
5501
3555 Airline Blvd Rd (sec)
Portsmouth
VA
33.    
CVS Caremark
7577
4126 Plantation Road Ne
Roanoke
VA
34.    
CVS Caremark
3052
310 South Rosemount Rd.
Virginia Beach
VA
35.    
CVS Caremark
2224
7529 Richmond Highway
Williamsburg
VA
36.    
First Bank (Homebanc)
 
7600 Us Highway 19 N
Pinellas Park
FL
37.    
Huntington National Bank
 
36 W. Jefferson St.
Jefferson
OH
38.    
Huntington National Bank (US Bank)
 
328 Main Street
Conneaut
OH
39.    
Morgan’s Food’s
51
5130 Clairton Blvd.
Pittsburgh
PA
40.    
Morgan’s Food’s
351
207 Marshall Street
Benwood
WV
41.    
US Bank (formerly Key Bank)
 
118 Front Street
Berea
OH
42.    
US Bank
 
5007 Turney Road
Garfield Heights
OH

Exhibit E

Third Closing Properties

 
Tenant
(for reference purposes only)
Store #
(for reference purposes only)
Address
City
State
1.    
Bank of America
 
710 W. Main Street
Merced
CA
2.    
Bank of America
 
162 College Street
Asheville
NC
3.    
Bank of America
 
8008 Blair Road
Charlotte
NC
4.    
Bank of America/ Mid Rogue IPA Holding Company
 
735 S.E. 6th St.
Grants Pass
OR
5.    
BB&T Corporation
 
501 Alabama Avenue
Bremen
GA
6.    
BB&T Corporation
 
105 S. Main Street
Sylvania
GA
7.    
BB&T Corporation
 
900 East First Street
Vidalia
GA
8.    
BB&T Corporation
 
801 East Williams Street
Apex
NC
9.    
BB&T Corporation
 
220 South Main Street
Graham
NC
10.    
BB&T Corporation
 
1303 East Main Street
Havelock
NC
11.    
BB&T Corporation
 
375 South Front Street
New Bern
NC
12.    
BB&T Corporation
 
102 West Main Street
Plymouth
NC
13.    
BB&T Corporation
 
223 West Nash Blvd
Wilson
NC
14.    
Buffets Inc. (Family Properties)
314
1855 South Stapley Drive
Mesa
AZ
15.    
Buffets Inc. (Family Properties)
722
390 West Main Street
El Cajon
CA
16.    
Buffets Inc. (Family Properties)
322
Arroyo Circle Retail
Gilroy
CA
17.    
Buffets Inc. (Family Properties)
804
12139 Hawthorne Blvd.
Hawthorne
CA
18.    
Buffets Inc. (Family Properties)
764
721 West Olive Avenue
Merced
CA
19.    
Buffets Inc. (Family Properties)
788
Shopping At The Rose, Phase II
Oxnard
CA
20.    
Buffets Inc. (Family Properties)
262
10910 Foothill Boulevard
Rancho Cucamonga
CA
21.    
Buffets Inc. (Family Properties)
753
127 West Valley
Rialto
CA
22.    
Buffets Inc. (Family Properties)
336
SLO Promenade
San Luis Obispo
CA
23.    
Buffets Inc. (Family Properties)
759
288 Rancheros Drive
San Marcos
CA
24.    
Buffets Inc. (Family Properties)
785
1431 South Bradley Road
Santa Maria
CA
25.    
Buffets Inc. (Family Properties)
720
265 Town Center Parkway
Santee
CA
26.    
Buffets Inc. (Family Properties)
298
1655 Countryside Drive
Turlock
CA
27.    
Buffets Inc. (Family Properties)
313
Hometown Plaza
Vacaville
CA
28.    
Buffets Inc. (Family Properties)
209
7475 Park Meadows Drive
Littleton
CO
29.    
Buffets Inc. (Family Properties)
794
1325 New Churchman Road
Newark
DE
30.    
Buffets Inc. (Family Properties)
294
2310 South University
Davie
FL
31.    
Buffets Inc. (Family Properties)
773
Hickory Point Plaza
Forsyth
IL
32.    
Buffets Inc. (Family Properties)
770
5001 Big Hollow Rd
Peoria
IL
33.    
Buffets Inc. (Family Properties)
786
1350 Hurfville Road
Deptford
NJ
34.    
Buffets Inc. (Family Properties)
777
Hq Shopping Plaza
Columbus
OH
35.    
Buffets Inc. (Family Properties)
253
500 Commerce Blvd.
Dickson City
PA
36.    
Buffets Inc. (Family Properties)
247
1090 East Lancaster Avenue
Downingtown
PA
37.    
Buffets Inc. (Family Properties)
280
Red Rose Commons
Lancaster
PA
38.    
Buffets Inc. (Family Properties)
756
4640 Roosevelt Blvd Retail Center
Philadelphia
PA
39.    
Buffets Inc. (Family Properties)
327
Creekview Shopping Center
Warrington
PA
40.    
Buffets Inc. (Family Properties)
726
9120 Viscount Blvd
El Paso
TX
41.    
Buffets Inc. (Ryan’s)
144
4373 Courtney Drive
Tuscaloosa
AL
42.    
Buffets Inc. (Ryan’s)
379
3608 E Race Avenue
Searcy
AR
43.    
Buffets Inc. (Ryan’s)
256
1850 Empire Avenue
Burbank
CA
44.    
Buffets Inc. (Ryan’s)
736
6705 North Fallbrook
Canoga Park
CA
45.    
Buffets Inc. (Ryan’s)
269
3617 W Shaw Avenue
Fresno
CA
46.    
Buffets Inc. (Ryan’s)
258
3102 East Imperial Highway
Lynwood
CA
47.    
Buffets Inc. (Ryan’s)
426
17830 Garland Groh Blvd.
Hagerstown
MD
48.    
Buffets Inc. (Ryan’s)
375
1321 Preacher Roe Blvd.
West Plains
MO
49.    
Buffets Inc. (Ryan’s)
457
400 Chippewa Towne Centre
Beaver Falls
PA
50.    
Buffets Inc. (Ryan’s)
248
650 Commerce Boulevard
Fairless Hills
PA
51.    
Buffets Inc. (Ryan’s)
465
6476 Carlisle Pike
Mechanicsburg
PA
52.    
Buffets Inc. (Ryan’s)
392
5579 Sunset Blvd.
Lexington
SC
53.    
Buffets Inc. (Ryan’s)
138
1314 N. Main Street
Summerville
SC
54.    
Buffets Inc. (Ryan’s)
811
2513 Main Street
Union Gap
WA
55.    
Buffets Inc. (Ryan’s)
418
103 R H L Blvd
Charleston
WV
56.    
Buffets Inc. (Ryan’s)
416
519 Emily Drive
Clarksburg
WV
57.    
Encanto Restaurant Group
503
Pr Road No. 167, Urb. Country Est
Bayamon
PR
58.    
Encanto Restaurant Group
518
Corner Pr State Rd. 172 & Asturi
Caguas
PR
59.    
Encanto Restaurant Group
514
Pr Road No. 3, Carolina Industrial
Carolina
PR
60.    
Encanto Restaurant Group
532
Corner Of 65th Infantry & 31st St
Carolina
PR
61.    
Encanto Restaurant Group
 
Corner Of 65th Infantry & 31st St.
Carolina
PR
62.    
Encanto Restaurant Group
624
Pr Road No. 187, Km 1.0
Carolina
PR
63.    
Encanto Restaurant Group
 
Pr Road No. 187, Km 1.0
Carolina
PR
64.    
Encanto Restaurant Group
 
Pr Road No. 187, Km 1.0
Carolina
PR
65.    
Encanto Restaurant Group
 
Pr Road No. 187, Km 1.0
Carolina
PR
66.    
Encanto Restaurant Group
546
State Rd. No. 3, Km 46.0
Fajardo
PR
67.    
Encanto Restaurant Group
639
Pr Road No. 3, Km 135.3
Guayama
PR
68.    
Encanto Restaurant Group
504
Corner Of Barbosa & America St.
Hato Rey
PR
69.    
Encanto Restaurant Group
529
Post Street, Miladero Ward
Mayaguez
PR
70.    
Encanto Restaurant Group
527
Pr Road No. 2, Km 26.6, San Ant
Ponce
PR
71.    
Encanto Restaurant Group
622
Pr Road No. 2, Km 260.4
Ponce
PR
72.    
Encanto Restaurant Group
559
1251 Jesus T. Piñero Ave.
Puerto Nuevo
PR
73.    
Encanto Restaurant Group
636
Pr Road No. 102, Km 204.8
San German
PR
74.    
Encanto Restaurant Group
512
115 Amazonas St., Urb. El Paraiso
San Juan
PR
75.    
Encanto Restaurant Group
516
Muñoz Rivera Ave & San Juan Baut
San Juan
PR
76.    
Encanto Restaurant Group
506
Corner Of Loiza & Corchado St.
Santurce
PR
77.    
Encanto Restaurant Group
644
T-1569 Bouldvard Ave., Levittown
Toa Baja
PR
78.    
Encanto Restaurant Group
523
Pr Road No. 2, Cabo Caribe Ward
Vega Baja
PR
79.    
General Electric
 
1800 Nelson
Longmont
CO
80.    
Goodyear Tire & Rubber
 
201 King Mill Court
McDonough
GA
81.    
Goodyear Tire & Rubber
 
500 Business Center Drive
Stockbridge
GA
82.    
Goodyear Tire & Rubber
 
3095 Corporate Drive
DeKalb
IL
83.    
Goodyear Tire & Rubber
 
2750 Creekside Parkway
Lockbourne
OH
84.    
Goodyear Tire & Rubber
 
300 South Salem Church Road
West Manchester
PA
85.    
Goodyear Tire & Rubber
 
301 Apache Trail
Terrell
TX
86.    
PNC Bank
 
22 N. Broad St
Woodbury
NJ
87.    
PNC Bank
 
5727 Madison Road
Cincinnati
OH
88.    
Rite Aid Corporation
4617
101 Asbury
Talladega
AL
89.    
Rite Aid Corporation
11175
1999 Pulaski Highway
Bear
DE
90.    
Rite Aid Corporation
11726
4005 Lawrenceville Hgwy.
Tucker
GA
91.    
Rite Aid Corporation
2080
37 E Main St.
Dover-foxcroft
ME
92.    
Rite Aid Corporation
3894
355 Main St.
Fort Fairfield
ME
93.    
Rite Aid Corporation
2800
84 E Main St
Fort Kent
ME
94.    
Rite Aid Corporation
3900
21 Main St
Van Buren
ME
95.    
Rite Aid Corporation
11328
2127 Chapel Hill Rd.
Burlington
NC
96.    
Rite Aid Corporation
4166
360 Summer St.
Bristol
NH
97.    
Rite Aid Corporation
4800
10 Main St.
Winchester
NH
98.    
Rite Aid Corporation
2373
21991 State Rte 51 W.
Genoa
OH
99.    
Rite Aid Corporation
2380
975 Market St.
Meadville
PA
100.    
SAAB Sensis Corporation
 
85 Collamer Crossing Pkwy
Syracuse
NY
101.    
Sailormen
3
3285 NW 183rd Street
Miami
FL
102.    
Sailormen
29
814 E. Cervantes Street
Pensacola
FL
103.    
Sailormen
97
2337 Green Street
Tampa
FL
104.    
Sailormen
 
747 Sunset Dr.
Grenada
MS
105.    
Sovereign Bank
 
236 W. St. George Ave
Linden
NJ
106.    
Sovereign Bank
 
313 Cypress Street
Kennett Square
PA
107.    
State of Colorado
 
2121 Miller Dr.
Longmont
CO
108.    
State of Colorado
 
2190 Miller Dr.
Longmont
CO
109.    
Wells Fargo
 
244 Radcliffe St
Bristol
PA
110.    
Wells Fargo
 
801 Cumberland St
Lebanon
PA
111.    
Western Digital
 
5853 Rue Ferrari Dr
San Jose
CA
112.    
Western Digital
 
5863 Rue Ferrari Dr
San Jose
CA


First Amendment to Purchase and Sale Agreement
Exhibit D
LA1 ###-###-####



Exhibit F-1
Legal Description
5130 Clairton Boulevard, Pittsburgh, PA


Premises A:

All that certain lot or piece of ground, situate in the Borough of Baldwin, County of Allegheny and commonwealth of Pennsylvania, bounded and described as follows:

BEGINNING at a point on the Southerly line of Leech Road, 40’ wide, at a point common to the herein described property and the Northwest corner of property, now or formerly of Anthony Zebert, et ux, as recorded in the Recorder’s Office of Allegheny County in Deed Book Volume 3228, Page 113; thence from said point of beginning, along the Westerly line of said last mentioned property of Anthony Zebert, et ux, South 16 degrees 27 minutes East, 120 feet to a point on property now or formerly of Dick Drabbe and Edith B. Drabbe, his wife; thence along some South 73 degrees 33 minutes West, 135 feet to a point on other property of grantors herein; thence through and along same, North 16 degrees 27 minutes West, 120 feet to a point on the Southerly line of Leech Road; thence along the Southerly side of Leech Road, North 73 degrees 33 minutes East, 135 feet to point of beginning.

EXCEPT AND RESERVING however, to the grantors, their heirs and assigns a 7 foot wide easement for a sanitary dewer, as the same now exists, for the benefit of adjoining property now or formerly Dick Drabbe, et ux., on the South running Northwardly through said premises to Leech Drive with the right in the grantors, their heirs and assigns to relocate the same elsewhere on the premises.

Premises B:

All that certain lot or piece of ground, situate in the Borough of Baldwin, County of Allegheny and Commonwealth of Pennsylvania, bounded and described as follows, to-wit:

BEGINNING at a point in the Westerly line of Clairton Boulevard, 60 feet wide, said point being located South 15 degrees 56 minutes East; along said line of said Boulevard, a distance of 329.55 feet from the Southerly line of property of Olivia M. Wightman; thence Southwardly along said Westerly line of Clairton Boulevard by an arc of a circle having a radius of 985 feet and curving to the left for a distance of 105.10 feet to land now or formerly of Myna Cibek; thence along said land now or formerly of Myna Cibek, South 73 degrees 33 minutes West, a distance of 64.58 feet to land now or formerly of Carl M. Wolfe and Luigi M. Cecala; thence along land now or formerly of Carl M. Wolfe and Luigi M. Cecala, North 16 degrees 27 minutes West, for a distance of 120 feet to the Southerly line of Leech Drive, 40 feet wide; thence along the Southerly line of Leech Drive, North 73 degrees 33 minutes East, for a distance of 44.97 feet to a point; thence continuing along the Southerly line of Leech Drive by an arc of a circle having a radius of 14.90 feet and curving to the right for a distance of 23.54 feet to the point and place of beginning.

First Amendment to Purchase and Sale Agreement
Exhibit F-1
LA1 ###-###-####




Exhibit F-2
Legal Description
207 Marshall Street, Benwood, WV


THAT certain real property and all appurtenances thereof or in anywise appertaining thereto, and all of the buildings, improvements, structures and fixtures situated thereon and being more particularly described as follows:

Beginning at a point on the right of way line of Marshall Street being South 15°01' West 285.04 feet from the point of intersection between the South right of way line of Second Street and the west right of way line of Marshall Street; thence with said West right of way line of Marshall Street South 15°01' West 218 feet to a point; thence leaving the West right of way line of Marshall Street North 73°35'33" West 150 feet to a point; thence North 15°01' East 218 feet to the southwesterly corner of Rite Aid of West Virginia, Inc.; thence along the southerly line of Rite Aid South 73°35'30" East 150 feet to the place of beginning.

There is also hereby conveyed all the rights and obligations of that certain Deed of Easement made the 30th day of August, 1984, whereby Benwood Limestone Company, Inc. granted to the Grantor herein a certain right of way and easement over property of Benwood Limestone Company, Inc. immediately to the south of the property hereby conveyed, which Deed of Easement is of record in the Office of the County Clerk of Marshall County, West Virginia, at Deed Book 513, page 499, including a perpetual easement for a right of way over the following described property which adjoins the above described property.

Beginning at a point on the right of way line of Marshall Street being South 15°01' West 503.04 feet from the point of intersection between the South right of way line of Second Street and the West right of way line of Marshall Street thence with said right of way line of Marshall Street South 15°01' West 45 feet to a point; thence leaving the West right of way line of Marshall Street North 73°35'30" West 150 feet to a point; thence North 15°01' East 45 feet to a point; thence South 73°35'30" East 150 feet to the place of beginning.

BEING the same property conveyed to DBMRI LLC, a Delaware limited liability company, by Special Warranty Deed from Morgan’s Restaurants of West Virginia, Inc., a West Virginia corporation, dated December 9, 2011 and recorded December 20, 2011, in the Office of the Clerk of the County Commission of Marshall County, West Virginia, in Deed Book 753, page 532.



First Amendment to Purchase and Sale Agreement
Exhibit F-2
LA1 ###-###-####



Exhibit G

Form of Limited Access Agreement

(See Attached)

First Amendment to Purchase and Sale Agreement
Exhibit G
LA1 ###-###-####





SCHEDULE 15
APPROVED ASSIGNEES

ARC DBPGDYR001, LLC
ARC DBPPROP001, LLC
ARC DB5PROP001, LLC
ARC DB5SAAB001, LLC
ARC DBGESRG001, LLC
ARC DBGWSDG001, LLC