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OFF.REC.BK 7755 F'G !163~
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IN THE MATTER OF
FEDERATED DEPARTMENT STORES, INC.
and
ALLIED STORES CORPORATION, ET AL.,
Debtors.
(Allied Stores corporation)
(Haas, Inc.)
(Allied Stores General Real
Estate company)
MiGHAEL 0, Y:r~D. CLEi.:\
US IANKRUPICY caUR r
CONSOLIDAsntlJHtwnS"NCf". OHIO
1-90-00130
Chapter 11 - Judge Aug
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ORDER AUTHORIZING DEBTORS TO
SELL CERTAIN PROPERTY TO
CITY OF CLEARWATER. FLORIDA
This matter coming on to be heard on (a) the Motion
for Authority Sell certain Property to city of Clearwater,
Florida (the "Motion") filed by the above-captioned
individually identified debtors and debtors in possession
(collectively, "Debtors"); the Court having reviewed the Motion
and the Response of The Prudential Insurance Company of America
to the Motion; the Court having heard the statements of counsel
in support of the Motion at a hearing before the Court on
November 21, 1991 (the "Hearing"); the Court having taken
judicial notice of the papers and pleadings on file in these
chapter 11 cases; and the Court finding that (a) the Court has
jurisdiction over this matter pursuant to 28 U.S.C. SS 157 and
1334 and this is a core proceeding pursuant to 28 U.S.C.
S 157 (b) (2), (b) notice of and the oppor~unity-:f.or a hearing on
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KARLEEN F. DEBLAKER, CLERK
RECORD VERIFIED BV:5'
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the Motion were adequate and appropriate with respect to all
parties affected by the Motion and the relief requested therein
and (c) the legal and factual bases set forth in the Motion and
presented at the Hearing establish just cause for the relief
granted herein;
THE COURT HEREBY FINDS THAT:
A. Notice of the Motion and the relief requested
therein has been given to all parties entitled to notice under
the contract (as such term is defined in the Motion) and all
such other parties as are usually and regularly given notice of
all pleadings filed with, and hearings conducted by, this
court. Further notice was given by publication, in accordance
with this Court's Order Authorizing Debtors to Implement
Certain strategies, entered April 11, 1991 (the "Florida
strategy Order"). Such notice was duly and properly given and
was adequate and appropriate under the circumstances.
B. Debtors' proposed sale of their interests in the
property (as such term is defined in the Motion) to the City of
Clearwater, Florida (the "city") is contemplated by and fully
consistent with the Florida strategy Order.
c. Debtors have complied with the bid solicitation
and sales procedures set forth in the Florida Strategy Order.
Debtors are selling the Property pursuant to the Florida
strategy (as such term is defined in the Motion), which is
being undertaken in contemplation and furtherance of Debtors'
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Third Amended Joint Plan of Reorganization, dated October 28,
1991 (the "Plan"), and which is related to such Plan.
D. The terms and conditions of the Contract,
including the consideration to be paid by the City thereunder,
are fair and reasonable.
E. The Contract was negotiated at arms-length and in
good faith, the City is purchasing the Property in good faith
and the City is and will be entitled to the protections
afforded by section 363(m) of the Bankruptcy Code, 11 U.S.C.
SS 101-1330 (the "Bankruptcy Code"), as to the Property.
F. It is a reasonable and proper exercise of
Debtors' business judgment to enter into the Contract and
consummate the transactions contemplated thereby.
G. It is in the best interests of Debtors and their
respective estates and creditors for Debtors to enter into the
Contract and consummate the transactions contemplated thereby.
IT IS HEREBY ORDERED THAT:
1. The Contract shall be, and hereby is, approved
and Debtors shall be, and hereby are, authorized to consummate
all transactions contemplated thereby and take any and all
actions necessary or appropriate in connection therewith.
2. Debtors, as appropriate, shall be, and hereby
are, authorized to sell the property to the City free and clear
of all encumbrances, pursuant to section 363 of the Bankruptcy
Code.
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FF REC.BK 7755 PG 163~
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3. All existing liens on the Property, including any
liens held by Debtors' lenders, shall attach to the proceeds of
the transactions contemplated by the Contract.
4. This Order shall be, and hereby is, deemed
binding upon Debtors and their respective estates, creditors
and shareholders, the City, any other affected third parties,
including, but not limited to, parties asserting a claim
against or interest in Debtors' respective estates or the
Property, and the respective successors and assigns of any of
the foregoing, including, but not limited to, any trustee
appointed in any of Debtors' chapter 11 cases or any
superceding chapter 7 cases.
5. This Court shall retain jurisdiction,
notwithstanding whether a plan of reorganization for Debtors
has been confirmed and irrespective of the provisions of any
such plan or any order confirming such a plan, to (a) implement
and enforce the terms of the Contract and this Order and
(b) adjudge any disputes relating thereto or to the sale and
delivery of the Property to the City.
Dated:
November J~ 1991
J. Vincen
U.S. Ban
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UNITED STATES BANKRUPTCY COURT
SOu'~'1Ua<N DISTRICT OF OHIO
WESTERN DIVISION
IN THE MATTER OF
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q/2:- ALLIED STORES CORPORATION, ET AL.,
Debtors.
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1-90-001~OJHiERN DlST. or CHD
Chapter 11 - Judge Aug
(To be heard at the
regularly scheduled
hearing on November 21,
1991)
(Case No. 1-90-00130)
(Case No. 1-90-00138)
(Case No. 1-90-00140)
MOTION OF DEBTORS FOR
AUTHORITY TO SELL CERTAIN
PROPERTY TO CITY OF
CLEARWATER. FLORIDA
The above-captioned individually identified debtors
and debtors in possession (collectively, "Debtors") hereby move
the Court, pursuant to section 363 of the Bankruptcy Code, 11
U.S.C. SS 101-1330 (the "Bankruptcy Code"), for an order
(a) authorizing Debtors to sell to the City of Clearwater,
Florida (the "City") certain real and personal property free
and clear of all liens, claims of third parties and other
encumbrances and (b) approving an agreement with the City
setting forth the terms and conditions of Debtors' disposition
of their respective interests in such property. In support of
this Motion, Debtors respectfully represent as follows:
KARLEEN F.". trEBLAKER .J(LERK
RECORD VERIFIED BY:'~ -
DC~KETf~
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PINELLAS COUNTY FL~.
.fFF.REC.BK 7755 PG 1~~?
Backaround
1. On January 15, 1990, Debtors commenced their
respective reorganization cases by filing voluntary petitions
for relief under chapter 11 of the Bankruptcy Code.
2. Debtors are continuing in possession of their
respective property and are operating and managing their
businesses, as debtors in possession, pursuant to sections 1101
and 1108 of the Bankruptcy code.
3. This court has jurisdiction over this matter
pursuant to 28 U.S.C. SS 157 and 1334. This is a core
proceeding pursuant to 28 U.S.C. S 157(b)(2).
4. Debtors' chapter 11 cases have been consolidated
with the chapter 11 cases of the other above-captioned debtors
for procedural purposes only and are being jointlY administered
with such cases pursuant to an order of this court.
5. Allied stores corporation ("Allied"), through its
divisions and sUbsidiaries, owns, operates and manages retail
department stores and real estate interests located throughout
the united states. Maas, Inc. ("Maas"), a subsidiary of Allied,
until recently owned and operated 17 retail department stores
located primarilY on the West Coast of Florida under the
nameplate "Maas Brothers" and 19 retail department stores
located primarilY on the East coast of Florida under the
nameplate "Jordan Marsh." Included among these stores is aMaas
Brothers retail department store located in downtown Clearwater,
Florida (the "Clearwater store").
40096082 res 12-11-91 13:57:54
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RECORDING 1 $177.00
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ECK AMT. TE~~ERED:
CHANGE:
$177.00
$177.00
$0. 00;
4548A1X
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tFF.REC.BK 7755 pe 1598
The Florida strateqy
6. On March 29, 1991, Allied, Maas, Federated
Department stores, Inc. and Burdine's, Inc. ("BUrdine's") filed
their Motion for Authority to Implement certain strategies and
for other Relief (the "Florida strategy Motion"), pursuant to
which they sought authority to implement certain business
strategies designed to improve their Florida operations and to
maximize the value of those operations for both Burdine's and
Maas (the "Florida strategy"). As set forth in detail in the
Florida strategy Motion, the Florida strategy involves the
disposition of Debtors' respective interests in three Burdine's
stores in Florida and 21 Maas stores in Florida and south
carolina, including the clearwater store. On April 11, 1991,
this Court entered an order approvinq the Florida strategy and
qranting the relief requested in the Florida strategy Motion
(the "Florida strategy order").
7. In connection with the Florida strategy, Debtors
have received firm offers to purchase their respective interests
in a number of the retail department stores covered by the
Florida strategy, including the freestanding Clearwater store,
and have consummated the sales of 11 stores for an aqqreqate
purchase price of $77.6 million. By this Motion, Debtors
respectfullY seek authority, pursuant to section 363 of the
Bankruptcy Code and in accordance with the bid solicitation and
sales procedures set forth in the Florida strategy order, to
transfer to the city their respective interests in the
Clearwater store on the termS and conditions described below.
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PINELLAS COUNTY FLA
I OFF.REC.BK 7755 PG 15;9
The Pronertv
8. Allied stores General Real Estate Company
("ASGREC"), a subsidiary of Allied, owns (a) certain real
property in Clearwater, Florida on which the Clearwater store is
located and (b) all physical improvements thereto (collectively,
the "property"). ASGREC owns the property as successor by
merger to Clearmaas Realty corporation. A legal description of
the property is attached hereto as Exhibit A and incorporated
herein by reference.
The Pronosed Sale
9. On september 5, 1991, subject to the approval of
this Court, ASGREC and the city entered into a contract for Sale
and purchase (the "contract"), pursuant to which Debtors agreed
to convey the property to the city in consideration of a
lump-sum cash payment of $1.9 million (the "purchase Price"). A
copy of the contract is attached hereto as Exhibit Band
incorporated herein by reference.
Request for Approval of the contract and
Authorit to consummate All Related Trans ctio s
10. By this Motion, Debtors seek approval of the
contract and authority to consummate the transactions
contemplated thereby, pursuant to section 363 of the Bankruptcy
Code. In particular, Debtors seek authority to sell the
property to the city free and clear of all liens and
encumbrances, pursuant to section 363 of the Bankruptcy Code.
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IO~F.REC.BK 7755 F'G 1
11. Based upon Debtors' business judgment, approval of
the contract and consummation of the transactions contemplated
thereby are in the best interests of Debtors and their
respective estates and creditors and are consistent with the
Florida strategy for the following reasons:
a.
Debtors and the city negotiated the contract
in good faith and at arms-length and the terms and
conditions thereof are fair and reasonable.
b. The total consideration to be realized by
Debtors under the Contract, in the amount of $1.9 million,
is fair and reasonable and the execution and delivery of the
contract and the consummation of the transactions
contemplated thereby will result in substantial economic
benefit to Debtors and their respective estates and
creditors. Moreover, the purchase Price to be received by
Debtors upon the sale of the Property to the city is
consistent with the assumptions set forth in Debtors'
business plan.
comDetina Bids
12. The Florida strategy Order established certain
bid solicitation and sales procedures relating to the
disposition of the stores covered thereby. In accordance
therewith, Debtors have actively marketed their interests in
the Clearwater store and made reasonable, good faith efforts to
identify and solicit offers from qualified potential purchasers
thereof. The city's offer to purchase the Property, as
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embodied in the Contract, is the most favorable offer received
by Debtors to date.
13. In connection with the proposed sale of their
interests in the Clearwater store, Debtors will comply with the
bid solicitation and sales procedures set forth in the Florida
strategy Order, as such order may be amended from time to
time. The Florida strategy Order and the contract expressly
contemplate that third parties may submit, and Debtors may
consider, competing bids for Debtors' interests in the
property, provided that such bids are on the same or more
favorable terms and conditions as those set forth in the
contract and exceed the purchase price by five percent (or
$95,000), plus the "break-up fee" of $20,000. Accordingly,
pursuant to the Florida strategy Order, Debtors expressly
reserve the right to accept one or more competing bids for the
Property.
ADDlication of Proceeds
14. pursuant to this court's stipulation and Order
providing Adequate Protection to The Prudential Insurance
Company of America, entered May 9, 1990, Debtors shall pay the
net proceeds of their sale of the Property, on which The
Prudential Insurance Company of America ("prudential") holds
liens pursuant to a loan agreement, dated December 30, 1987, by
and among Prudential, as lender, and certain of the
above-captioned debtors and debtors in possession, as
borrowers, to prudential as soon as practicable after the
closing of the transactions contemplated by the Contract.
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~lNELLAS COUNTY FLA.
fF.REC.BK 7755 PG 1602
15. The Exhibits hereto are approximately 30 pages
long. Accordingly, copies of the Exhibits are not being served
on the parties identified on the attached certificate of
service or the sixth Amended Limited Service List. Debtors
shall provide copies of the Exhibits to any party in interest
on request.
WHEREFORE, Debtors respectfully request the Court to
enter an order, pursuant to section 363 of the Bankruptcy Code,
(a) approving the contract, (b) authorizing Debtors to
consummate all transactions contemplated thereby,
(c) authorizing Debtors to sell the Property to the city free
and clear of all liens and encumbrances, (d) retaining
jurisdiction, notwithstanding whether a plan of reorganization
for Debtors has been confirmed and irrespective of the
provisions of any such plan or any order confirming such a
plan, to (i) implement and enforce the terms of the Contract
and (ii) adjudge any disputes relating thereto or to the sale,
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tFF.REC.BK 7755 PG 1603
assignment and delivery of the property to the city and
(e) granting such other and further relief as the Court may
deem proper.
Dated: september 27, 1991
Of Counsel:
Edmund J. Adams
FROST & JACOBS
2500 Central Trust Center
201 East Fifth Street
Cincinnati, Ohio 45202-4182
(513) 651-6800
CO-COUNSEL FOR DEBTORS
AND DEBTORS IN POSSESSION
4548A/X
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orY~
JONES, DAY, REAVIS & POGUE
225 West Washington
Chicago, Illinois 60606
(312) 782-3939
Paul E. Harner
JONES, DAY, REAVIS & POGUE
1900 Huntington Center
41 South High street
Columbus, Ohio 43215
(614) 469-3939
ATTORNEYS FOR DEBTORS
AND DEBTORS IN POSSESSION
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~FF.REC.BK 7755 PG 1604
CERTIFICATE OF SERVICE
I hereby certify that on September 27, 1991, a copy of
the foregoing Motion was served by first class mail, postage
prepaid, on
Richard W. Reeves, Esq.
Lawson, McWhirter, Grandoff & Reeves
P.O. Box 3350
Tampa, Florida 33601
Mr. Philip S. Ware
Ticor Title Insurance
600 - 1st Avenue North,
st. Petersburg, Florida
suite 204
33701
Jerry D. Sternstein
Economic Development Director
City of Clearwater
P.O. Box 4748
112 S. Osceola Avenue (34616)
Clearwater, Florida 34618-4748
and on each of the parties identified on the sixth Amended
Limited Service List.
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_I OFF. REC. BK 7755 F'G 1 05
EXHIBIT A
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Lot 3, less the East 15 feet thereof, and all of Lots 4'a~ 5, EI:WMO HIt-t.'S
SUBOIVlSION, accordinq to plat thereof recorded in Plat Book 9, page 36, public
recorda of Pinella. County, Florida.!
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PAJCEL 2:
Lot. 1, 1-A and 2, ~'S . lUKIN'S cxwux:'TID ~ OF CAUSDO.Y BUSINESS 01S1'RIC'T
K'ICOrding to plat thereof recorcSel5 in Plat 800k 57, p89" 1 &I'd 2, public records
Pi..llu County, florida, 1... that ~rt of Lot 2 describe in o. R. Book 927, pag
, and Also Les. that part of EDta 1 MIS l-A cSHc:rit.d in o. R. ~ 1.81, page S94
And Also Leu that part of EDt 2, lying within Cleveland Street and Drew Street,
..id Pareel 2 beinIJ further cs.eribed .. follawa:
8eglmlng at the Northeut corner of Lot 1 of ..id ~'S . BAS~IN'S COM.EX:"'I'ID
CI CAUSDlAY BUSINESS DUTltIer for a Point of 8egiMingl EUn thence South 1026'17"
r.ut along the ,..t 11ne of Nid Lot 1, 111.92 feet to the SoJthealt corner of sai
Lot 11 thence North 19058'2'- ....t along the South line of Nid Lot 1, 185.; feet;
thence South 1026'17- lut, a101'11) the rut line of Nid Lot I-A, 112.46 feet to th
Southeut corner of ..id Lot 1-AI ~ North nos.' 26- ....t, alon; the South 1 i
of ..id Lot l-A, 381.'2 f_tl tMnc:e along the are of a c:u..rw to the riCJht, whose ~
are 11 163.79 f..tl ~ radiua 1. '79.2' feet; and whoM chord 11 North 830a3' 55 ,~
West, 163.4' feet; thence South 4049'48" ,..t along latterly line of Lot 2, 19.72 .f",.
f..t; thence North 8,058'2'" ....t alan; the South line of Lot 2, 32.' f_ti thenee{
North 4049'48" West, 218.16 f..t; thence South egOS8'26- Ba.t, along the North li f
of Lot 1, and said U.. .xterdld, 561.'8 feet; thenoI North eSOI7'14" !ast, 219.85 X
f..t to the Point of 8egiMing. Lee. that part of laid Lot 2 lying vithin Clevela
Street and Drew Street.
TOGETHER WITH:
All or the reversionary or reverter rights or the Grantor in and to the
following tracts: (1) the East 15 feet of Lot 3 or the aforesaid Edward Mills
Subdivision, retained under and by virtue or the Fee Simple Deed dated
September 24, 1940, to the City or Clearwater, Florida, as recorded In
Orficial Records Book 1570, Page 301, Pinellas County, Florida; (2) that part
or Lot 2 or the aforesaid Rompon's and Baskin's Corrected Map or Causeway
Business District, retained under and by virtue or the Indenture dated June
13, 1960, to the City of Clearwater, Florida, as recorded in Orncial Record
Book 927, Page 9, Pinellas County, Florida; and (3) that part of Lots 1 and
I-A or the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Special Warranty Deed
dated January 6, 1961, to the State of Florida, for the use and benefit or the
Sta te Road Department of Florida, as recorded in Official Record Book
lOB 1, Page 594, Pinellas County, Florida.
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EXHIBIT B
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OFF.REC.BK 7755 PG 1608
CONTRACT FOR SALE AND PURCHASE
THIS CONT~fCT FOR SALE AND PURCHASE ("Contract"), entered into as of
and dated the ~ day of September, 1991, Is between ALLIED srORES GENERAL
REAL ESfATE COMPANY, a Delaware corporation, successor by merger to
CLEARMAAS REALTY CORP., a Florida corporation ("Seller"), and CITY OF
CLEARWATER, FLORIDA, a municipal corporation ("Purchaser").
WITNESSETH:
WHEREAS, on January 15, 1990, Seller fUed a petition ("Petition") with the UnIted
States Bankruptcy Court for the Southern District of Ohio, Western DIvisIon
("Bankruptcy Court"), initiating proceedIngs in reorganization under Chapter 11 of Title
11 of the United States Code ("Bankruptcy Code");
WHEREAS, on March- 9, 1991, Allled Stores Corporation, Allied Stores General
Real Estate Company, and Maas, Inc., among others filed with the Bankruptcy Court a
Motion For Authority To Implement Certain Strategies And For Other Rellef ("Motion");
WHEREAS, on April 11, 1991, the Bankruptcy COl1rt granted said Motion and
ordered the implementation of the "Florida Strategy," as more particularly described in
said Motion and the authorization of Seller to implement the Florida Strategy ("FlorIda
Order");
WHEREAS, 8S part of the implementation of the Florida Strategy, Seller has
offered to sell the Property (as described herein) and Purchaser has offered to purchase
the Property on terms and conditions acceptable to Seller; and
WHEREAS, subject to the terms, covenants, and conditions contained in this
Contract, Seller desires to sell, assign, transfer, and convey unto Purchaser, and
Purchaser desires to buy, pay for, and receive all of Seller's right, title and interest in
and to said Property;
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IOFF~REC.BK 7755 PG 1609
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NOW, THEREFORE, in consideration of the premises, undertakings, and covenants
of the parties set forth herein, and other good and valuable consideration, the mutual
receipt and legal sufficiency of whIch are hereby acknowledged, Seller and Purchaser
hereby agree as follows:
ARTICLE I
Sale aDd Purchase
1.1 Property. Seller hereby agrees to sell, assign, transfer, and convey unto
Purchaser, and Purchaser hereby agrees to buy, pay for, and receive all of Seller's right,
title, and interest in the real property (land and Improvements) located in Pinellas
County, Florida ("Property"), and legally described on the attached Schedule A, which by
this reference is incorporated herein.
1.2 Improvements, Fixtures, and Contents. Seller agrees to remove all of the
contents presently located in or around the improvements and to deliver the possession of
the Improvements and fixtures without any substantial alterations, subject, however, to
the provisions of this Contract set forth in Article III.
ARTICLE n
Sale/Purcbase Price
2.1 Sale/Purchase Price. The sale/purchase price for the Property shall be
$1,900,000, payable at Closing in cash or by wire transfer as Seller may direct.
2.2 Earnest Deposit. Purchaser shall this date deposit with Tlcor Title
Insurance Company, 600 1st Avenue North, Suite 204, St. Petersburg, Florida 33701,
J
(Attn: Phlllp S. Ware) ("Title Company") the sum of $190,000 in cash. Said amount shall
be invested by Title Company in a money market account, certificate of deposit, or other
interest bearing account designated by Seller and held by Title Company as an earnest
money deposit ("Earnest Deposit"). On Closing, said Deposit shall be applied to the
sale/purchase price, or in the event this transaction does not close, Title Company shall
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disburse said Deposit as provided for hereinafter In this Contract. Interest Income
earned on said Deposit shall be distributed to Seller If Seller receives said Deposit or to
Purchaser If Purchaser receives said Deposit.
ARTICLE m
Matters Concerning Property
3.1 Inspections and Demolltlon. Purchaser acknowledges that It has, prior to.
the date hereof, conducted all inspections, studJes, and tests of the Property that
Purchaser deemed necessary or advisable In order to decide Jf Purchaser desired to
purchase said Property. Provided that the same does not Interfere with the operation of
the retail business presently being conducted by Seller on the premises, Purchaser and Its
employees and agents may continue to enter upon the Property at reasonable times upon
advance notice to Seller ~t Purchaser's sole cost and expense to make further
inspections, studJes, and tests of the Property. The results of said Inspections, studles,
and tests shall have no bearing upon the obligations of Purchaser herein.
3.2 Disclaimer of Warranties. Except as specifically stated In this Contract,
Seller hereby expressly dJsclalms any warranty, oral or written, concerning (a) the nature
and condJtion of the Property and the suitablllty thereof for any and all activities and
uses which Purchaser may elect to conduct thereon, (b) the manner, construction,
condition and state of repair or lack of repair of the Property, (c) the nature and extent
of any rlght~f-way, possession, lien, encumbrance, license, reservation, condltion or
otherwise, and (d) the compliance of the Property with any laws, rules, ordJnances, or
regulations or any government or other body. It is specifically understood that Purchaser
has fully inspected, evaluated, and accepted the Property. The sale of the Property as
provided for herein is made on an "AS IS, WHERE IS" basis, and Purchaser expressly
acknowledges that, In consideration of the agreements of Seller herein, and except as
otherwise specified herein, Seller MAKES NO WARRANTY OR REPRESENTATION,
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EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN
NO WAY LIMITED TO. ANY WARRANTY OF QUANTITY. QUALITY, CONDITION,
HABITABILITY, MERCHANTABILITY. SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OF mE PROPERTY.
3.3
Waiver.
TO mE MAXIMUM EXTENT PERMITTED BY LAW,
PURCHASER HEREBY WAIVES ANY RIGHT TO SEEK CONTRIBUTION OR OTHER
RECOVERY FROM SELLER, OR ANY OF ITS AFFILIATES, mAT PURCHASER MAY
NOW OR IN THE FUTURE EVER HAVE UNDER THE ENVIRONMENTAL LAWS, AS
HEREINAFTER DEFINED, WITH RESPECT TO THE PROPERTY OR ANY PORTION
THEREOF.
PURCHASER HEREBY FURTHER UNCONDITIONALLY RELEASES
SELLER AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND
CAUSES OF ACTION THAT IT MAY NOW OR IN THE FUTURE EVER HAVE AGAINST
SELLER OR ANY OF ITS AFFILIATES FOR RECOVERY UNDER ANY OF THE
ENVIRONMENTAL LAWS WITH RESPECT TO THE PROPERTY OR ANY PORTION
THEREOF. "Environmental Laws" shall mean the Comprehensive Environmental
Response Compensation and Liablllty Act of 1980, 42 U.S.C. ~ 6901 et seQ.; the Toxic
Substance Control Act, 15 U.S.C. ~ 2601 et ~.; or any other federal, state or local
statute, regulation, ordInance or regulatory requirement concerning the environment or
establishing standards regarding the treatment, generation, storage, release.
transportation, or disposal of pollutants or hazardous substances. The waiver and release
herein shall survive the closing of the transaction contemplated by this Contract.
ARTICLE IV
Title and Title Insurance
4.1 Title. Seller shall convey title to the Property by Special Warranty Deed
in the form of the attached Schedule B.
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4.2 TItle Insurance. WIthin 10 days after the execution of thIs Contract
Seller wlll delIver to Purchaser a title Insurance commItment Issued by the TItle
Company, agreeing to Issue to Purchaser upon recording of the deed to Purchaser, an
OWner's Polley of TItle Insurance In the amount of the purchase prIce, insuring
Purchaser's title to Property as set forth in the open commItment, copy attached and
marked Schedule C. Seller shall satisfy the requirements of Part I, Schedule B, and shall '
cause the following paragraphs of Part D, Schedule B, to be deleted: 2(a), 2(d), 3.a., and
3.f. Purchaser agrees to accept title as set forth in said open commitment and as
modlfled by this Contract.
ARTICLE V
Covenants, Agreements, Representatloos and Warranties
5.1 Covenants. ~l1er hereby covenants and agrees with Purchaser as follows:
(a) At all tImes from the execution of this Contract to the
Closing, Seller shall cause to be maintained In force, fire, and extended
coverage Insurance in force and effect on the date of this Contract upon the
Property in the same amounts held by Seller on the date of this Contract.
(b)
During the term of this Contract, Seller shall not sell, assign
or create any rIght, title, or Interest whatsoever in or to the Property,
except as may be permitted in Section 6.1, below.
5.2 Seller's Representations. Seller hereby represents and warrants to
Purchaser that SeUer is a corporation duly organized and validly existing under the laws
of the State of Delaware, and, upon the Bankruptcy Court entering a final order (a)
approving the terms and condItions of this Contract and the other Instruments and
documents referred to herein, and (b) authorIzing and empowering Seller to execute,
deliver and perform and do all acts that may be required. by this Contract and other
instruments and documents referred to herein (the "Order"), Seller shall have full power
and authority to perform aU Its obligations under this Contract.
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5.3 Purchaser's Covenants. Purchaser hereby covenants and agrees with
Seller as follows:
(a) Purchaser shall cooperate in good faith with the reasonable
requests of Seller and/or the Bankruptcy Court in connection with the
preparation, approval and filing of the Order.
(b) If said Order Is entered, Purchaser shall close, pay the
sale/purchase price in cash, and otherwise perform Its duties and obligations
under this Contract.
5.4 Purchaser's Representations. Purchaser hereby represents and warrants
to Seller that (a) Purchaser Is a municipal corporation duly organIzed and validly existing
under the laws of the State of Florida, (b) Purchaser has full power and authority to
perform all of Its duties and ~ligatlons under this Contract, and (c) the person executing
this Contract on behalf of Purchaser has been fully authorized and empowered to bind
Purchaser to this Contract.
ARTICLE VI
Conditions Precedent
6.1 Bankruptcy Court Approval. The obligations of Seller and Purchaser to
consummate the transactions contemplated hereby are subject to the Bankruptcy Court
entering the Order on or before November 30, 1991. If the Order is not entered by said
date, either Seller or Purchaser, by written notice to the other party, shall have the right
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to terminate this Contract, in whIch event the Earnest Deposit shall be returned to
,.
Purchaser. Pursuant to the Motion and the Florida Order, prospective purchasers of all
or any portIon of the Property are permitted to make further bids for the Property or
portions thereof, and Seller shall have the right to accept such bids (provided such bids
exceed the sale/purchase price by at least 5%). Purchaser a.cknowledges that Seller may
accept any such bid, provided that such bid Is In accordance with the Florida Order (and
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provided such bid exceeds the sale/purchase price by at least 5 %); In such even t, the
Order shall not be entered and this Contract shall, at the option of either party, be
terminated as provided herein. Such termination shall permit Purchaser to receive a
refund of the Earnest Deposit, whereupon this Contract shall stand terminated and the
parties shall have no further obllgatlonshereunder.
ARTICLE vn
CIoslng
7.1 Closing Date and Closing Costs. The closing of this Contract (Closing)
shall take place within 10 days after Court approval as provIded for above in 6.1 at a
time and place In Plnellas County, Florida, mutually agreed upon by the parties. Seller
shall be Hable for and shall pay the premium for the title Insurance, and the recordation
costs of all documents nec~SS8ry to clear title. The Purchaser agrees to pay the
documentary stamps, and the costs of recordation of the deed.
7.2 Performances. At the Closing:
(a) Seller shall dellver or cause to be dellvered each of the
following items to Purchaser:
(l) Special Warranty Deed in the form attached as
Schedule 5, executed and acknowledged in recordable form;
(il) the title commitment endorsed through Closing;
(ill) Seller's Affidavit in the form attached as
Schedule Dj and
(iv) evidence
to Tltie
Company
acceptable
authorizing consummation by Seller of this Contract and all
of Seller's duties and obllgatlons hereunder.
(b) Purchaser shall dellver to Seller the following Items:
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(1) said sale/purchase price In accordance with
paragraph 2.2 of this Contract; and
(ll) evidence acceptable to Title Company
authorizing consummation by Purchaser of all of its duties
and obligations hereunder.
(c) Property taxes for the year during which the Closing Date
occurs shall be prorated between Seller and Purchaser effective as of
midnight of the day immediately preceding the Closing Date and shall be
adjusted In cash at the Closing. In the event that on the Closing Date Seller
shall not have received tax statements from the taxing period during which
the Closing Date occurs for the Property, estimated tax figures for that
period based upon tax receipts for the immediately preceding taxing period
shall, by mutual consent, be used for the purpose of prorating taxes at the
Closing, and it is mutually agreed as a covenant expressly to survive the
Closing, that upon receipt of tax statements for the taxing period during
which the Closing Date occurs, an accurate adjustment In such tax proration
shall be made by cash settlement between Seller and Purchaser within 10
days after receipt of all such tax invoices.
ARTICLB vm
~Vllty
8.1 Casualty. Any damage by fire or other cause to any improvement prior to
Closing Date shall not alter or affect the terms and conditions of this Contract. Any
Insurance recovery shall be for the account of Purchaser.
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ARTICLE IX
Real Bstate CommJssIoos; Indemnity
9.1 Indemnity. Purchaser and Seller represent to each other that no real
estate brokers, agents or finders' fees or commissions are due or will be due or ~1se in
conjunction with the execution of this Contract or consummation of the transactions
contemplated hereby, and Purchaser and Seller shalllndemnlfy and hereby agree to hold
the other party harmless from any brokerage or finder's fee or commission claimed by
any person asserting his entitlement thereto at the alleged instigation of the
indemnifying party for or on account of this Contract or the transactions contemplated
hereby.
ARTICLE X
Termination and Remedies
10.1 Remedies. In the event Purchaser shall have failed at any time to have
performed the covenants and agreements contained herein which are to be performed by
Purchaser, Seller shall be entltled to receive and retain the Earnest Deposit, as
liquidated damages, and not as a penalty, and the parties agree that the amount of the j
';
Earnest Deposit has been agreed upon in view of the impossibUlty of accurately
determining Seller's damages as a result of Purchaser's failure to perform the covenants
and agreements to be performed by Purchaser hereunder. In the event that Purchaser
rightfully terminates this Contract pursuant to any provision hereof expressly permitting
It to do so, the Earnest DeposIt shall be returned to Purchaser, and neither party shall
have any further obligations or llabUlty, one to the other, hereunder. If either party
defaults In performing Its obligations hereunder, the non~efaultlng party in addition to
other remedies set forth above, shall have the right to specific performance.
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ARTICLE XI
11.1
~~meDt d Contract
Assignment. Purchaser may assign this Contract to the Community
Redevelopment Agency of the City of Clearwater, Florida, a publlc body; provided
however If Purchaser so assigns, Purchaser shall remain lIable and responsible under this
Contract for all duties and obligations of Purchaser.
ARTICLB xn
UlClt"PllAneous
12.1
Entire Agreement. This Contract embodies the entire agreement between
the parties and cannot be varied except by the written agreement of the parties.
12.2 Survival. Except as otherwise speCifically provIded herein, the covenants,
representations and warrant!es set forth in this Contract shall merge Into the documents
and instruments executed by Seller and Purchaser pursuant to Section 7.2 hereof and
shall not survive Closing.
12.3 Time of Essence. Time Is of the essence of this Contract. However, if
the final date of any period for the performance of an obligation or for the taking of any
action falls on a date that Is not a Business Day, then the time of such period shall be
deemed extended to the next Business Day.
12.4
Notices. Any notice required or permItted to be delivered hereunder shall
,
be deemed to be delivered (a) when dellvered, if personally delivered or by an overnight
or other courier service, or (b) whether or not actually received, when deposited In the
UnIted States man, postage prepaId, certified mall, return receipt requested, addressed
to the Seller or Purchaser. as the case may be, at the adGress set opposite the signature
of such party hereto.
12.5 Successors and Assigns. All of the terms an.d conditions of this Contract
are hereby made binding on the executors, heirs, admlnlstrators, successors and
permitted assigns of both parties hereto.
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. 12.6 Gender; Numbers. Words of any gender used in this Contract shall be held
and construed to include any other gender, and words in the singular number shall be held
to include the plural and vice versa unless the context requires otherwise.
12.7 Headings. The captions used in connection with the articles and sections
of this Contract are for convenience only and shall not be deemed to construe or llmlt
the meaning of the language of this Contract.
12.8 Effective Date. All references to the "date of this Contract" or the "date
hereof' or slmUar references shall be deemed to mean the later of the three dates set
forth In the signature blocks below.
12.9 Governing Law. THIS CONTRACT SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF FLORIDA WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAW. THE BANKRUPTCY COURT (AS DEFINED ABOVE) SHALL
HAVE JURISDICTION OVER ALL MATTERS, INCLUDING, BUT NOT LIMITED TO, ANY
LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
CONTRACT, ANY AGREEMENTS RELATED TO nns CONTRACT, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND THE
INTERPRETATION, IMPLEMENTATION AND ENFORCEMENT OF THIS CONTRACT;
SELLER AND PURCHASER IRREVOCABLY SUBMIT AND CONSENT TO SUCH
JURISDICTION.
12.10 Attorneys' Fees. In the event that a legal action Is brought to enforce the
terms of this Contract. the prevailing party shall be entitled to collect from the non-
prevailing party the prevaillng party's fees and expenses, including reasonable attorneys'
fees.
12.11 interpretation. The parties acknowledge that each party and Its counsel
has reviewed this Contract and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any amendments or schedules thereto.
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12.12
Severabll1ty. If any provlslons of this Contract are held to be Ulegal,
Invalld or unenforceable under present or future laws, such provisIon shall be fully
severable, and this Contract shall be construed and enforced as it such 11legal, invalid or
unenforceable provisIon had never comprised a part of this Contract, and the remaining
provisions of this Contract shall remain in full force and effect and not be affected by
the lllegal, invalid or unenforceable provision or by Its severance from this Contract,
provided that both partIes may still effectively realize the complete benefit of the
transaction contemplated hereby.
12.13 Amendments. No modifIcation or amendment of this Contract shall be
effective 'unless made in wrIting and executed by both Seller and Purchaser. In the event
any approval or consent Is requIred pursuant to any provision of thIs Contract, such
approval or consent shall be deemed gIven only if It is In writing, executed by the party
whose approval or consent is requIred.
12.14 Radon Gas NotifIcatIon. As requIred by Section 404.056(8', Florida
Statutes, the Purchaser shall take notice of the following:
RADON GAS: Radon is a naturally occurring radioactive
gas that, when It has accumulated In a building In suffIcient
quantities, may present health risks to persons who are
exposed to it over time. Levels of radon that exceed '
federal and state guIdelines have been found In buUdings In
FlorIda. Additional Information regarding radon and radon
testing may be obtained from your County public health
unit.
12.15 Acceptance of Offer. This Contract constitutes an offer by Seller to sell
the Property on the terms and conditions set forth herein. Unless sooner terminated or
wIthdrawn by notice In writing to Purchaser, this offer shall lapse and terminate at 5:00
p.m., [Clnclrmatl, OhIo] time on September 6, 1991, unless prior to such time, Purchaser
has executed and mailed to Seller a fully executed original of this Contract and deposIted
the Earnest Deposit with the TItle Company.
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EXECUTED by Seller this ~ day of September, 1991.
ADDRESS:
SELLER:
C/o Federated Department
Stores, Inc.
7 West Seventh Street
Cincinnati. Ohio 45202
Attention: Real Estate Dept.
Michael J. McCormick
By:
with copies to:
William K. Smith, Esquire
Jones, Day, Reavis -' Pogue
North Point
901 Lakeside A venue
Cleveland, Ohio 44114
Richard W. Reeves, Esquire
McWhIrter, Grandeff -' Reeves
201 East Kennedy Blvd., Suite 800
Post Office Box 3350
Tampa, Florida 33601-3350
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EXECUTED by Purchaser this S" day of September, 1991.
ADDRE$:
PURCHASER:
By:
with a copy to:
Rita Garvey
As Its Ma~!-,,\\\\ \\
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" RECEIVED and accepted, together with the Earnest Deposit, this (;1- day of
September, 1991, by the undersigned:
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PAJCEt. 1:
Lot 3, less the East 1S feet thereof, and all of Lots 4 and 5, !I:K\RO MILt.' S
SUBOI VlS'ION, according to plat thereof recorded in Plat Book 9, page 36, public
record. of Pinella. County, Florida.
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PAJCEL 2:
Lot. 1, l-A and 2, RCIiPON'S , BASKIN'S CORJUX:TED K\P OF CAUSo.lAY BUSINESS DISTRICT,
according to plat thereof recorded 1n Plat Book 57, pages 1 and 2, public records of
Pinellaa County, Florida, 1... that part of Lot 2 described in o. R. Book 927, page
9 and Also Less that part of Loti 1 and 1-A deecribed 1n o. R. Book 1881, page 594
and Also Leu that p.art of Lot 2, lying vi thin C1...,.land Street and Drew Street,
Mid Pareel 2 t:.ing fuzther c5Mc:rlbed .. follow:
Begiming at the Northeut comer of Lot 1 of said .:HPQN'S , BASKIN'S CORREX:TID MAP
01t CAUSEWAY BUSINESS DISTRICT tor a Point of BecJiMing; run thence South 1026' 17"
East along the ....t Une of Nid Lot 1, 111.92 feet to the So.1theast corner of said
Lot 1; thence North 89058'26- ....t along the South 11ne of said Lot 1, 185.S feet;
thence South 1026'17- !'.ut, along the ....t Une of aid Lot 1-A, 11~.46 feet to the
Southeut corner of said Lot l-A; tMnce North 89058'26- ....t, along the South line
of said Lot l-A, 381.62 f.t; thence along the arc of a c:."\1Z'W to the rlCJht, whose
arc i. 163.79 feet; wno.e radius 1. 679.2' f.ti and Vhoee chord i. North 83093'55"
West, 163.41 teet; thence South 4049'48- Ea.t along lasterly line of Lot 2, 19.72
feet; thence North 89058'26. ....t along the South line of Lot 2, 32.1 feet; thence
North 4049'48- West, 218.16 f.ti ~ SOUth 8g058'26- Ia.t, along the North line
of Lot 1, and said line extended, 5'1.'8 f.t; thiIrw=- North 8&017'14" East, 219.85
f.t to the Point of 8egiMing. tAte. that part of Nid Lot 2 lying within Clevelaoo
Street and Drew Str_t.
TOGETHER WITH:
All of the reversionary or reverter rights of the Grantor in and to the
following tracts: (I) the East 15 feet of Lot 3 of the aforesaid Edward Mills
Subdivision, retained under and by virtue of the Fee Simple Deed dated
September 24, 1940, to the City of Clearwater, Florida, as recorded in
Official Records Book 1570, Page 30 I, Pinellas County, Florida; (2) that part
of Lot 2 of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Indenture dated June
13, 1960, to the City of Clearwater, Florida, as recorded in Official Record
Book 927, Page 9, Pinellas County, Florida; and (3) that part of Lots 1 and
I-A of the aforesaid Rompon's and Baskin's Corrected Map of Causeway
Business District, retained under and by virtue of the Special Warranty Deed
dated January 6, 1961, to the State of Florida, for the use and benefit of the
State Road Department of Florida, as recorded in Official Record Book
1081, Page 594, Pinel1as County, Florida.
SCHEDULE A
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PJNELLM~ COUNTY FLA.
to~F · REC. BK 7755 F'G 1~2_~
I.
SPBCIAL WARRANTY DEED
This SPBCIAL WARRANTY DEED, Made this day of ,
1991. Is between ALLIED STORES GENERAL REAL ESTATE COMPANY, a Delaware
corporation, IUccessor by merger to CLEARMAAS REALTY CORP., a Florida
corporation. as Grantor, whose post office address Is c/o Federated Department Stores,
Inc., 7 West Seventh Street, Cincinnati. OhIo 45202 (Attn: Michael J. McCormick) and
CITY OF CLEARWATBR, FLORIDA, whose post office address Is 112 South Osceola
Avenue, Clearwater, Florida 34616 (P. O. Box 4748, Clearwater, FL 34618-4748), as
Grantee. (All references to the parties herein shall Include theIr heirs, personal
representatives, successors, and assigns; and when appllcable the singular shall include
the plural, and the masculine shal1include the feminine and neuter.)
WITNESSETH: That Grantor, for and In consideration of the sum of Ten and
No/I00 DoUars ($10.00), to It in hand paid by Grantee, and other valuable consIderation,
does grant, bargain, sell and convey. and by these presents has granted, bargained, sold,
and conveyed, to Grantee forever, the land In PineUas County, Florida, legally described
on Schedule A.
TO HAVE AND TO HOLD the above described said property unto Grantee In fee
simple forever; and
THAT Grantor specially warrants title to said property and will defend the same
against the lawful claims of aU persons whomever claiming by, through, or under saId
Grantor.
EXECUTED the date first stated above in Plnellas County, Florida.
Signed, Sealed and Delivered
In the Presence of:
(Type or Print Name)
ALLIED STORES GENERAL REAL
ESTATE COMPANY, a Delaware corp.,
successor by merger to CLEARMAAS
REALTY CORP., a FlorIda corporation
(Signature)
(Signature)
(Type or Print Name)
This Instrument was prepared by
and Is to be returned to:
By:
Name:
Title:
(Affix Corporate Seal Here)
Grantor
LeslIe E. Jough!n m
Lawson, McWhIrter, Grandoff -' Reeves
Post Office Box 3350
Tampa, Florida 33601-3350
SCHIIDULE B
R E UF edGWD/91 0903
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fF.REC.BK 7755 F'G 162~
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Commitment for Title Insurance
(6. TICOR TITLE
:I INSURANCE
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neaR TiTlE INSURANCE COMPANY, (a stock company), a California corporation, herein called the Company, for a valuable
consideration, hereby commits to issue its policy or policies of title insurance. as identifiecl in Schedule A, in favor of the
proposed Insured named in Schedule A, as owner or mongagee of the estate or interest covered hereby in the land described
or referred to in Schedule A, upon payment of the premiums and charges there for, all subject to the provisions of Schedules A
and B and to the Conditions and Stipulations hereof.
This Commitment shall be effective only when the identity of the proposed Insured and the amount of the policy or poliCies
comm,"ed for have been insened in Schedule A hereof by the Company, either at the time of the issuance of this
Commitment or by subsequent endorsement.
ThiS Commitment IS preliminary to the Issuance of such policy or poliCies of title Insurance and allliab,lity and obligations
hereJnder shall cease and termInate one hundred eighty 11801 days after the effective date hereof or when the policy or
policies commlned for shall Issue. whIchever first occurs, provided that the failure to issue such policy or poliCies is not the
fault of the Company
ThiS Commitment shall not be valid or binding unt" countersigned below by a validating SIgnatory of the Company.
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TlCOR TITLE INSURANCE COMPANY
By
President
A ttes t
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Secretary
Countersigned;
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Validating Signatory
By
SCHEDULE C
COPYRIGHT, 1966 - AMERICAN LAND TillE ASSOCIATION
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TO 1424 (1-84) American Land Title Association Commitment
for Title Insurance -1966
OCHEDULE A
Carro! tmen t No.
2827C
Effective Date of Ccmnitment:
JUNE 7, 1991
Your No.:
5872-639007
Prepared For:
Inquiries Should be Directed to: Ticor Title Insurance Company
699 - 1st Avenue North, Suite 294
St. Petersburg, Florida 33701
ATl'N: Philip S. Ware
1. Policy or Policies to be issued:
Arrount
(a) X ALTA Owners Policy - Form B -1979
AliJUNT TO BE DETERMINED
NOT TO EXCEED $5,900,990.09
Proposed Insured: "Proposed Purchaser"
(b) _ ALTA Loan Policy 1970
Proposed Insured:
2. The estate or interest in the land described or referred to in this
Ccmni brent and covered herein is a Fee Sinple.
3. Title to said estate or interest in said land is at the effective date
hereof vested in:
Clearmaas Realty Corp., a Florida corporation
4. The land referred to in this Carmibnent is located in the County of Pinellas
State of Florida and described as follows:
CONTINUED ON SOiEDULE A-4 ATTAOIED HERETO AND HADE ~ PART HER!X:F.
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IFF.REC.BK 7755 F'G 1627
Sl-'"HFDULE A-4 CONT1NUED
NO. 282iC
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PAlCEL 1:
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Lot 3, less the East 15 feet thereof, and all of Lots 4 and 5, !nlARD MILL'S
SUBDIVISION, according to plat thereof recorded in Plat Book 9, page 36, public
records of Pinellas County, Florida.
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PAfCEL 2: j'.
Lots 1, l-A and 2, Ra1PON'S , BASKIN'S CORREX::TE:D MAP OF CAUS&lAY BUSINESS DISTRICT ,
according to plat thereof recorded in Plat Book 57, pages 1 and 2, public records df
Pine1las County, Florida, less that part of Lot 2 described in o. R. Book 927, page
9 and Also Less that part of Lots 1 and 1-A described in o. R. Book 1081, page 5941'.
and Also Less that part of Lot 2, lying within Cleveland Street and Drew Street, "...',.,...,
said Parcel 2 being further described as follows:
Beginning at the Northeast corner of Lot 1 of said R<JotPON'S , BASKIN'S CORROC'TED M1\P
OF CAUSDrJAY BUSINESS DISTRI~ for a Point of Beginning; run thence South 1026'17"f
East along the East line of said Lot 1, 111.92 feet to the Southeast corner of said
Lot 1; thence North 89058' 26" West along the South line of said Lot 1, 185.9 feet~.
thence South 1026' 17" East, along the East line of said Lot I-A, 112.46 feet to th "
Southeast corner of said Lot I-A; thence North 89058' 26" West, along the South Ii
of said Lot I-A, 381.62 feet; thence along the arc of a curve to the right,. whose'.
arc is 163.79 feet; whose radius is 679.29 feet; and whose chord is North 83093'55'1
West, 163.49 feet; thence South 4049'48" East along Easterly line of Lot 2, 19. 72 .~
feet; thence North 89058'26" West along the South line of Lot 2, 32.9 feet; thence!
North 4049'48" West, 218.16 feet; thence South 89058'26" East, along the North line
of Lot 1, and said line extended, 561.98 feet; thence North 88097'14" East, 219.81,.,
feet to the Point of Beginning. Less that part of said Lot 2 lying within C1eve1a '.~"
Street and Drew Street. , ;
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<<;J "!!CORTITlE INlivRANCE
I OFF~~~:;~S 7;~~NT;'GFit~8
PART I, SCHEDULE 8.
Carmi bnent No.
2827C
I. The following are the requirements to be carplied with:
Instruments necessary to create the estate or interest to be insured
DUst be properly executed, delivered and duly filed for record.
1. Deed fran Allied Stores General Real Estate c:.arpany, a Delaware
corporation, successor by merger to Clearmaas Realty Corp., a Florida
corporation, to "Proposed Purchaser".
2. Securing for the file of the Company Certificate fran a Florida Registered
Surveyor in foem satisfactory to the Company certifying that description in
Parcel 2 of Schedule A-4 hereof is a correct and proper legal description,
copies deeds recorded in o. R. Book 1199, page 171, O. R. Book 2181, page
627, O. R. Book 927, page 9, O. R. Book 1981, page 594 and O. R. Book 1570,
page 301, Pinellas County records, attached for information.
3. SUpplying the Corrpany wi th the name (s) of the purchaser (s) for the purpose
of a general index searGh. This Commibnent is subject to any matters
disclosed thereby and the Corrpany reserves the right to make additional
requirements and/or exceptions as to such matters.
4. Final Order satisfactory to the Carpany approving the proposed sale in
carpliance with the terms of Order Authorizing Debtors to Irrp1ement Certain
Strategies dated APRIL 11, 1991 in case styled: In the Hatter of Federated
Deparbnent Stores, Inc., and Allied Stores Corporation, et al, United
States Bankruptcy Court, Southern Oistrict of Ctlio, Western Division,
Consolidated Case No. 1-90-90139.
~inion of Counsel for debtor, or other counsel acceptable to the Canpany,
that the above order is a final, non-appealable order, entered after proper
notice was given to all parties entitled to notice.
'Itle CclriFany reserves the right to irrpose additional requirements upon
review of the order and opinion letter above.
5. Securing and recording satisfaction of mortgage of that certain mortgage in
the original principal sum of $2,509,990.90, from Clea~as Realty Corp., a
Florida corporation to John Hancock ftJtual Life Insurance Catpany, a
Massachusetts corporation, dated JUNE 21, 1961, filed JUNE 27, 1961, in o.
R. Book 1199, page 198; which mortgage was rrodified as recorded in O. R.
Book 2256, page 531, pinellas County records.
6. Securing and recording a partial release of mortgage for property described
in Schedule A-4 hereof, of that certain mortgage fram Clearmaas Realty
Corporation, a/k/a Clearmaas Realty Corp., a Florida corporation to
Ci tibank, N.A., dated SEPTEMBER 30, 1987, filed OC'roBER 7, 1987, in O. R.
Book 6597, page 1399; which mortgage was rrodified by Modification and
Assigrment of Mortgages, to 'lhe Prudential Insurance Carpany of America, A
CONTINUED
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OFF.REC.BK 7755 PG 1629
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PART I, SCHEDULE B CONTINUED
Carrol tment No.
2827C
New Jersey corporation, recorded in o. R. Book 6663, page 535, O. R. Book 6663, page,
661 aOO O. R. Book 6663, page 761; and DCdified by l'k:ldification recorded in o. R. BooK
6682, page 822 and o. R. Book 6682, page 1913, and restated foobrtgage, Security '~,
Agreement and Assigment of Leases and Rents recorded in o. R. Book 6682, page 1124, .'
O. R. Book 6682, page 1195, O. R. Book 6682, page 1339, o. R. Book 6682, page 1522, 01',...,'
R. Book 6682, page 1674 and o. R. Book 6682, page 1855, and purportedly assigned by .
Allied M;)rtgage Financing Corp, to 1he Prudential Insurance Canpany of America, by;
Assigment recorded in o. R. Book 6716, page 2249, and as modified as to Restated;
foobrtgage, Security Agreenent and Assigment of Leases and Rents recorded in O. R. Boo '
6682, page 1124 by Modification recorded in O. R. Book 7151, page 716, Pinellas Count
records.
7.
Securing and recording a partial release for property described in Schedule A-4
hereof, of security interest held by Citibank, N.A., as hgent, as shown by Financing
Staterrent recorded in O. R. Book 6597, page 1355; which was assigned to '!be Prudentia
Insurance Company of America, recorded in O. R. Book 6663, page 781, Pinellas County
records.
8.
Securing and recording a partial release for property described in Schedule A-4
hereof, of security interest held by The Prudential Insurance Company of America, as
shown by Financing Statsrent recorded in o. R. Book 6716, page 2331, pinellas County
records.
9.
Securing and recording a release of Assigment of Leases, Rents, Reciprocal Easement
Agreements and Operating Eassrent Agreements between Allied Stores General Real Estate
Canpany, "Assignor", and The Prudential Insurance Carpany of America, "Assignee",
recorded FEBRUARY 17, 1988, in o. R. Book 6682, page 1314, Pine11as County records.
Securing and recording a release of Collateral Assignment of Agreements between AlIi
Stores General Real Estate Catpany, a Delaware corporation, "Assignor", and 'n'Ie
Prudential Insurance Company of America, "Assignee", recorded FEBRUARY 17, 1988, in
R. Book 6682, page 1328, Pinellas County records.
Securing and recording a partial release for property described in Schedule A-4
hereof, of security interest held by Citibank, N.A., as shor.m by Financing Staterrent ~
recorded in O. R. Book 6977, page 2927, pinellas County records. .
Securing and recording a release of Assignment between Allied Stores General Real
Estate Carpany, Al-Jordan Realty Corp., Auburndale Realty, Inc., Harrpton Bays Plaza,
Inc., Jordan Sericenter, Inc., Saramaas Realty Corp. arrl Seattle-Northgate CaTpany,
collectively "Assignors", and Citibank, N.A., "Assignee", recorded APRIL 13, 1989, i
O. R. Book 6977, page 2966, Pine11as County records.
Payment of 1999 Real Property Taxes.
Securing and recording releases or disclaimer from City of Clearwater for that portion
of Lot 2 of Rarpon's , Baskin's Corrected Map of CausewayBusiness District, according ,
to plat thereof recorded in Pl t Book 57, page l, lying wi thin the land described in .
CONTINUED
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~?ileOR Tft'lE'II'S~RANC:E
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OFF.REC.BK 7755 PG 16~O
PART I, SCHEDULE B CONTlNUm
Cannitment No.
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Parcel II of Schedule A-4 hereof. NOTE: Copy Resolution recorded in O. R. Book 4813'J\""
page 476, Pinellas County records attached wherein theCi~ of Clearwater purports t 1,'
own all said Lot 2. See Copies Deeds attached for ~iranent No. 1. .~
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2827C
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~F.REc.BK 7755 PG 163
PART I I, SQJEDULE 8
6nn1 ~ot NO.
2827C
II. Schedule B of the policy 01: policies to be iuued will contain exceptions
to the following matters unless the same are disposed of to the
satisfaction of the ~:
1. Defects, Hehl, 8nC\nbranoes, adverse claims, o~ other matters, if
any, created, first appearing in the public:: l:ecorcSs or attad11ng
lub6equent to the effective date hereof bUt prior to the date the
proposed Insured acquires for value of record the estate or interest
or mortgage thereon covered by this Carmi tment.
2. Standard Exceptionsl
(a) Right.l or claims of parties in possession not shown by the public
records.
Cb) Easenents, or claims of easanents, not shown by the public
records.
Ce) Encroachments, overlaps, boondary Hne disputes, 01: other matters t
~c~r:~;~~ di~l~ ~y 'ao ~~curate~~'or inspection of t
Cd) Any lien, or right to a Ueo, for services; labor, or material I,
heretotore or hereafter furnished, -fnpoSed by -.law and not shown by
the public I:ecorde.' _,.' .:..: ';:",', , -
Ce) Any adverse claim 'to any' ~rtion.of .~id, laneS t.tich has been
c1:eate4 by artificiallM&ns or has accretec5 to any such portion
so creat<<! and .riparian dghts, if any. : ,~ ..',
3. Special !xcept~~na: , ..' '. .
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a. Taxea for the y~r 199~, and subseq\1ent. ~re~o~ . ;..:.
"0 . . ~:". .
b. Florida Power Corporation eas~nt record~ in' 0.' R'.Book 936, page 149,
pinellas County record$, copy attached. " . . .
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e. Restrictions as' shown a:tplat by Plat' Book 2",., page (s) 7, Pinellas
County records, as to11~:-, '. . . ....'
No building under two'stOries ~igh:or ita .equivalent In height, shall
ever be erected' on.' this PJ:opeJ:ty,. 2nd. .to~ to cover not less than 59\
of lat floor area. No residences, other than apartments and hotels shall
ever be erect~ on this property .
d. SAVING A!I) RESERVING unto the said Trustees of the Internal Inprovement
Pund of the State of Florida, and their successors, title to an
undivided three-fourths ot all phosphate, minerals and metals, and title
to an undivided one-half of all petroleom that may be in, on or under
the above described land, with the privilege to mine and develop the
sane, aa recorded in Deed Book 493, page 309 and ~ Book 448, page
527, a. modified by Deed Book 1592, page 511, PineUu County recorda.
e. Ruervation of easement for state Road right-of-way as contained in Deed
Book 979, page 251, Plnellas County records, coFt attached.
f. Terms, covenanta, concUtions, and other matters as set forth in ~8e
dated OOVEMBER I, 1965, between Clearmaas Realty COrp., as -Landlord",
CONTlNUEn
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PINELLAS COUNTY FLA.
~FF . REc. BK 7755 F'G 163e.
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Camd bnent No.
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and Haas Brothers, Inc., as "Tenant-, recorded in o. R. Book 2256, page 504, ,
and Amended and Restated Indenture of Lease between Allied Stores General Rea
Estate eorrpany, "Landlord", and Haas, Inc., "Tenant", recorded in O. R. BoOK
6716, page 2254, pinellas County records, copies attached.
PART II, SCHEDULE B CONTINUED
2827C
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SBLLBR'S APFIDA vrr
STATE OF omo
COUNTY OF
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BEFORE ME, the undersigned notary public, personally appeared GARY J. NAY,
who, having been first duly sworn according to law, represents, warrants, deposes and
says:
1. He has personal knowledge of all matters set forth in this Seller's Affidavit.
2. He Is the Vice President of Allled Stores General Real Estate Company. the
Owner r'Owner") of the fee simple title to certain real property (the "Property") situated
in Pinellas County, Florida, legally described on Schedule "A", attached hereto and by
thls reference incorporated herein, and ls authorized to make this Affidavit on behalf of
the Owner. The street address of the Property ls
3. The Owner Is not a foreign corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations) for purposes of United States income taxation and for purposes of disclosure
under 26 U.S.C.A., Section 1445. The Owner Is a Delaware corporation whose Federal
Employer Identification Num~r Is
The Purchaser of the Property intends to rely on the foregoing
representations in cOMectlon with the United States Foreign Investment in Real
Property Tax Act (94 Stat. 2682, as amended). Owner understands that this certification
may be disclosed to the Internal Revenue Service by Purchaser and that any false
statement contained in this certification may be punished by fine, imprisonment. or both.
4. The Owner's title to and possession and enjoyment of the Property has been
open, notorious. peaceable, and undisturbed.
5. There are no disputes concerning the location of the boundary lines of the
Property as of this date.
6. There are no outstanding or unpaId taxes or assessments (pending or
certified) or any unpaid or unsatisfied mortgages, claims of llen, notices of
commencement, unrecorded easements, contracts for sale, agreements for deed, deeds,
or other matters that constitute or could constitute a lien or encumbrance against the
Property or any Improvements on It or any part of It or against any personal property
located on It as of this date.
7. There are DO security agreements, financing statements. title retention
contracts, or personal property leases affecting any materials, fixtures, appllances.
furnishings, or equipment placed on or installed In or on the Property as of thls date.
8. There are no actions. proceedings, Judgments, liens, or executions pending
against the Owner as of this date, nor has an assignment for benefit of creditors been
made at any time, nor Is there now in effect any assignment of rents of the property or
any part thereof.
SCHEDULB D
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9. There are no unpaJd bills of any Dature, either for labor or materials used in
makJng Improvements or repaJrs on the Property, or for servJces of archJtects, surveyors,
or engmeers lncurred In connectJon wJth the Property.
FURnJBR AFFIANT SA YEm NOT.
Gary J. Nay
Sworn to and subscribed before me
this day of
. 1991.
Notary PubUc
My Commission Expires:
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SCHEDULB D