SUBJECT PROPERTY: 622-632 POLK PAGE 3 OF 3
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I. COMMON INTEREST DEVELOPMENT. Where applicable to the property, within
twenty (20) days of acceptance, Seller shall furnish Buyer, at
Seller's expense, copies of the subject property's current
Covenants, Conditions, and Restrictions; articles of
incorporation; bylaws; rules and regulations; financial
statements; current budget, including delinquent assessments,
penalties and attorney fees and shall advise Buyer of pending
special assessments or potential or pending litigation. Buyer
shall have seven (7) days from date of receipt of the above
information to notify Seller of his/her approval. Seller to pay
all homeowners' association transfer fees. NOTE: Buyer
acknowledges that inspections and repairs required by this
contract may be subject to the approval of, and limited in scope
by the homeowners' association.
J. ENTIRE AGREEMENT. This contract contains the entire agreement of the
parties and any agreement or representation respecting the property or
the duties of Buyer and Seller not expressly set forth herein is null
and void. Each party represents that they have not relied on any
statements of the real estate agent or Broker which are not contained
in this contract. Each party acknowledges that they have thoroughly
read and approved each of the provisions prior to signing this
document.
8. LIQUIDATED DAMAGES AS SPECIFIED IN OFFER.
A. LIQUIDATED DAMAGES REQUESTED: Seller: ( /s/ [ILLEGIBLE] )
------------------
Buyer: ( )
------------------
B. LIQUIDATED DAMAGES DECLINED: Seller: ( /s/ [ILLEGIBLE] )
------------------
Buyer: ( )
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ACKNOWLEDGEMENT: FUNDS PLACED IN ESCROW OR OTHER TRUSTEE ACCOUNT MAY
NOT BE AUTOMATICALLY RELEASED UPON ANY DISPUTE BETWEEN THE PARTIES.
STANDARD PRACTICE REQUIRES A RELEASE SIGNED BY ALL PARTIES PRIOR TO
ANY DISBURSEMENT.
9. ARBITRATION OF DISPUTES AS SPECIFIED IN OFFER.
A. ARBITRATION OF DISPUTES REQUESTED: Seller: ( /s/ [ILLEGIBLE] )
------------------
Buyer: ( )
------------------
B. ARBITRATION OF DISPUTES DECLINED: Seller: ( )
------------------
Buyer: ( )
------------------
10. AGENCY CONFIRMATION. The following agency relationship(s) are hereby
confirmed for this transaction:
LISTING AGENT: COLDWELL BANKER is the agent of (check one):
/ / the seller exclusively; or /X/ both the Buyer and the Seller.
SELLING AGENT: (Xxxxxx's Name) COLDWELL BANKER (if not the same as Listing
Agent) is the agent of (check one):
/ / the Buyer exclusively; or / / the Seller exclusively; or
/X/ both the Buyer and Seller.
11. ADDITIONAL TERMS;
1. SELLER HAS MADE COUNTEROFFERS TO MORE THAN ONE PROSPECTIVE PURCHASER
AND ACCEPTANCE IS NOT EFFECTIVE UNLESS AND UNTIL SELLER GIVES WRITTEN
NOTIFICATION OF ACCEPTANCE TO ONE OF THE BUYERS.
2. AMERICAN HOTELS, INC. STATES THAT ALL FURNITURE, FURNISHINGS, CARPETS
AND PERSONAL PROPERTY IN THE BUILDING BELONG TO AMERICAN HOTELS, INC.
THUS, AND NEGOTIATIONS REGARDING FURNITURE, FURNISHINGS, CARPETS AND
PERSONAL PROPERTY SHOULD BE DIRECTED TO AMERICAN HOTELS, INC.
3. ATTACHED 2 PAGE ADDENDUM FOR CDL 14 IS INCORPORATED AND MADE A PART
HEREIN OF THIS CONTRACT.
4. THIS IS AN "AS IS" SALE. BUYER SHOULD PAY FOR ALL COSTS FOR REPORTS,
INSPECTIONS, AND INVESTIGATIONS, AS WELL AS ANY COSTS FOR REPAIRS
RECOMMENDED FROM SAID REPORTS.
12. ADDITIONAL ADDENDA ________________________________________ to be signed by
Xxxxx and Seller, are attached and made a part hereof.
13. OFFER AND ACCEPTANCE. Seller reserves the right to continue to offer the
herein described property for sale and to accept any offer at any time
prior to delivery to Seller, or ___________________ of a copy of this
Counteroffer duly accepted and signed by Xxxxx. Unless this Counteroffer
is accepted on or before THUR. JULY 3, 1997 by 12:00 / / AM /X/ PM, it
shall be deemed revoked and the deposit shall be returned to Buyer. This
contract and any addendum or modification, including any photocopy or
facsimile, may be executed in counterpart, all of which shall constitute
one writing. In the event facsimile transmissions are used and followed up
by signatures on original copies, the date and time references on the
facsimile copy shall be the effective date and times for the contract.
SIGNATURE OF AGENT DOES NOT CONSTITUTE ACCEPTANCE.
RECEIPT OF A COPY IS XXXXXX ACKNOWLEDGED. SELLER XXXXX FARGO BANK, TRUSTEE
----------------------------
DATE 7/01/97 TIME 1:30 PM SELLER BY: /s/ Xxxxxxx Xxxxxx
------- ------- ----------------------------
XXXXXXX XXXXXX
----------------------------
ASSISTANT VICE PRESIDENT
----------------------------
BY: /s/ Xxxxxxx X. XxXxxxxx
----------------------------
XXXXXXX X. XxXXXXXX
----------------------------
VICE PRESIDENT
----------------------------
The undersigned Xxxxx agrees to purchase the property on the terms and
conditions set forth above , / / except as follows:
PURCHASE PRICE TO BE $1,850,000.00. EXHIBIT B TO BE INCORPORATED INTO THIS
CONTRACT.
Unless this Counter to the Counteroffer is duly accepted on or before July 7,
1997 by 4:00 / / AM /X/ PM, it shall be deemed revoked and the deposit shall be
returned to Buyer.
RECEIPT OF A COPY IS XXXXXX ACKNOWLEDGED. BUYER /s/ [ILLEGIBLE]
----------------------------
DATE July 3, 1997 TIME 12:00 NOON BUYER
------------ ---------- ----------------------------
Xxxxx's Counter to the Counteroffer is hereby accepted and Xxxxxx agrees to sell
on the terms and conditions set forth above.
SELLER XXXXX FARGO BANK, TRUSTEE
----------------------------
DATE 7-3-97 TIME 4:00 PM SELLER BY: /s/ Xxxxxxx X. XxXxxxxx
------ ------- ----------------------------
XXXXXXX X. XxXXXXXX
------- ------- ----------------------------
VICE PRESIDENT
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PAGE 3 OF 3
EXHIBIT B
000-000 XXXX XXXXXX, XXX XXXXXXXXX
REGARDING ITEM 10(a) OF ADDENDUM FORM CDL-14:
BUYER INTENDS TO PURCHASE THE PROPERTY IN "AS IS" CONDITION. HOWEVER, THE BUYER
STATES THAT THEY HAVE NOT INSPECTED THE PROPERTY TO THE FULL EXTENT DEEMED
APPROPRIATE AND WISH TO CONDUCT FURTHER INSPECTIONS AFTER ACCEPTANCE OF THEIR
OFFER TO PURCHASE THE ABOVE PROPERTY.
THE BUYER SHALL HAVE 21 DAYS AFTER ACCEPTANCE TO CONDUCT ADDITIONAL INSPECTIONS.
THIS CONTRACT IS CONTINGENT UPON BUYERS APPROVAL, IN WRITING, OF ALL OF THESE
INSPECTIONS. SELLER IS TO ALLOW COMPLETE ACCESS TO THE VARIOUS INSPECTORS
DURING THIS PERIOD.
THE BUYER WILL USE BEST EFFORTS TO COMPLETE AND REVIEW ALL INSPECTION DATA
WITHIN THIS TIME-FRAME. IF THERE ARE DELAYS IN RECEIVING REPORTS DUE TO FACTORS
BEYOND THE BUYERS CONTROL, THE SELLER WILL GRANT A REASONABLE EXTENSION OF TIME
UPON WRITTEN REQUEST OF THE BUYER.
TO CLARIFY THE CONTRACT, ITEM 10(e) IS TO BE WAIVED. ESCROW TO CLOSE ON OR
BEFORE SEPTEMBER 5, 1997.
DATED July 3, 1997 BUYER /s/ [ILLEGIBLE]
----------------------- ---------------------------------
XXXXX FARGO BANK, TRUSTEE
---------------------------------
DATED 7-3-97 SELLER By /s/ Xxxxxxx X. XxXxxxxx
----------------------- --------------------------------
XXXXXXX X. XxXXXXXX
--------------------------------
VICE PRESIDENT
By: Xxxxxxx Xxxxxx
--------------------------------
ADDENDUM TO CALIFORNIA ASSOCIATION
OF REALTORS COMMERCIAL REAL ESTATE PURCHASE CONTRACT, RECEIPT FOR DEPOSIT
AND ESCROW INSTRUCTIONS (FORM CDL-14)
The California Association of Realtors Commercial Real Estate Purchase
Contract, Receipt for Deposit and Escrow Instructions (Form DLF-14)
("Agreement"), to which this Addendum is attached and incorporated into by this
reference, is hereby modified and amended as follows, notwithstanding any
provision of the Agreement to the contrary:
1. BROKER'S COMPENSATION: Xxxxx Fargo Bank, N.A., in its fiduciary capacity,
agrees to pay Broker as a commission, 6% of the selling price, if during
the listing period or any extension thereof any anyone (exclusive right to
sell listing) procure(s) a buyer on the terms stated in this listing
agreement or any other terms acceptable to Xxxxx Fargo Bank, N.A., in its
fiduciary capacity. The commission shall be earned and payable, as
specified by the Court approving the subject sale or as agreed upon, only
on the close of escrow and recording of the deed. Any fee or commission
due to any other broker in connection with the sale shall be paid by Broker
prior to or concurrently with payment by Xxxxx Fargo Bank, N.A., in its
fiduciary capacity, to Broker.
2. PAYMENT OF PURCHASE PRICE: The purchase price shall be paid all in cash.
3. BUYER'S DEPOSIT: Broker is authorized to accept buyer's deposit only as
buyer's agent until acceptance of the offer by Xxxxx Fargo Bank, N.A.,
in its fiduciary capacity. Buyer's deposit shall be in the form of a
cashier's check. All checks must be made payable to the order of the
escrow company.
4. CONDITION OF TITLE/TITLE INSURANCE: Title will be subject to the
exceptions shown on any preliminary title report. Evidence of title will
be a California Land Title Association (CLTA) standard policy of title
insurance to be paid for by Xxxxx. Xxxxx Fargo Bank, N.A., in its
fiduciary capacity, shall execute a quitclaim or trustee's deed only. If
for any reason whatsoever title in the manner set forth herein cannot be
conveyed by Xxxxx Fargo Bank, N.A., in its fiduciary capacity, Xxxxx Fargo
Bank, N.A., in its fiduciary capacity, shall have the right to withdraw
from the transaction, and shall be released from all liability hereunder.
5. EXCULPATION OF XXXXX FARGO BANK, N.A.: It is understood and agreed by
Xxxxx that Xxxxx Fargo Bank, N.A. is executing this agreement in its
fiduciary capacity only and Xxxxx Fargo Bank, N.A., in all capacities, and
Xxxxx Fargo Bank, N.A.'s affiliates, shareholders, officers, directors,
employees and agents are not and shall not be liable hereunder, directly or
indirectly, except for willful misconduct, under or by execution of this
Agreement. The rights and claims of Buyer as against Xxxxx Fargo Bank,
N.A., in any capacity, shall be limited exclusively to such rights as Buyer
may have against the trust or other estate or entity represented herein by
Xxxxx Fargo Bank, N.A. Any liability of Xxxxx Fargo Bank, N.A., in any
capacity (including without limitation Xxxxx Fargo Bank, N.A.'s
shareholders, officers, directors, affiliates, agents, and employees) to
Buyer or any other person shall be limited to the interest of the trust or
other estate or entity represented herein by Xxxxx Fargo Bank, N.A. in the
Property. Buyer or any other person claiming through Xxxxx agrees to look
solely to such interest for the recovery of any judgment against Xxxxx
Fargo Bank, N.A., in any capacity. It is the intent of the parties that
neither (a) such trust or other estate or entity represented herein by
Xxxxx Fargo Bank, N.A., (b) its trustees or beneficiaries, nor (c) any
other assets of such trust or other estate or entity represented herein by
Xxxxx Fargo Bank, N.A. or its trustees or beneficiaries shall be liable
for any such judgment. Buyer hereby irrevocably and unconditionally
releases and forever discharges Xxxxx Fargo Bank, N.A., in all capacities,
and its affiliates, shareholders, officers, directors, employees and
agents ("Releasees"), from all liabilities, claims, rights, damages,
losses, and expenses, including attorney's fees, of any nature whosoever,
known or unknown, suspected or unsuspected, fixed or contingent, which it
now has or claims to have, or at any time heretofore had or claimed to
have, against the Releasees arising out of or related to the Property or
the physical condition of the Property, including, without limitation, the
content or accuracy of any report, study, opinion or conclusion of any
person or entity who has examined the Property or any aspect thereof.
BUYER EXPRESSLY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES
AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
6. APPROVALS: The obligations of Xxxxx Fargo Bank, N.A., in its fiduciary
capacity, under this Agreement are expressly contingent upon obtaining
court approval, if required, and approval of the required management
persons or committee at Xxxxx Fargo Bank, N.A., and all other owners of
interests in the Property, if any.
7. AMENDMENTS: This Agreement cannot be altered, amended or modified in any
way except in a writing signed by the party against whom which enforcement
of such alteration, amendment or modification is sought.
8. FINANCING WITH XXXXX FARGO BANK, N.A.: Xxxxx does not intend to finance
the purchase of the Property through Xxxxx Fargo Bank, N.A. Xxxxx agrees
to inform Xxxxx Fargo Bank, N.A. of any change in financing plans. If
financing is ultimately obtained through Xxxxx Fargo Bank, N.A., this sale
is contingent on approval of such financing by appropriate parties.
9. ACCEPTANCE BY XXXXX FARGO BANK, N.A.: This offer will be null and void,
and the Deposit shall be returned to Buyer, if not accepted by Xxxxx Fargo
Bank, N.A., in its fiduciary capacity. Buyer's offer and the acceptance
hereof by Xxxxx Fargo Bank, N.A., in its fiduciary capacity, will
constitute the sale agreement ("Sale Agreement").
10. ADDITIONAL TERMS AND CONDITIONS: This Agreement is subject to the
following terms and conditions:
(a) The Property, including all fixtures and any personal property, is
being purchased by Xxxxx in its "AS IS" condition, without any express
or implied warranties. Buyer waives any and all obligations or claims
based on any patent or latent defects. Any documents or information
furnished to Buyer is furnished as a courtesy only and is furnished
without any warranty or representation whatsoever. Buyer hereby
represents that Buyer or Xxxxx's agent has inspected the property to
the full extent deemed appropriate and is satisfied with and accepts
its condition, including without limitation all matters relating to
land use restrictions, structural matters, soil conditions, hazardous
materials and environmental conditions.
(b) Buyer has not relied on any acts, including any written or oral
statements, by Xxxxx Fargo Bank N.A., in any capacity, or any person
acting on Xxxxx Fargo Bank, N.A.'s behalf, in submitting Xxxxx's
offer, but rather has relied solely on his, her or its own
independent investigation of the Property.
(c) Xxxxx agrees to accept title to the Property subject to any and all
covenants, conditions, restrictions, reservations, rights,
rights-of-way, and easements or record, if any, and any unpaid taxes
not delinquent at close of escrow. Any special assessments or bonds
will be: ( ) assumed by Buyer without offset or ( ) paid by Xxxxx
Fargo Bank, N.A., in its fiduciary capacity.
(d) Rental income, deposits, taxes, and any other related items will be
prorated as of the date title to the Property is transferred to Buyer.
Buyer will pay the cost of any termite report or repair work and all
closing costs of this transaction, except transfer taxes, unless such
taxes are customarily paid by Buyer in
1
the county where the Property is located. Buyer is responsible for
obtaining all insurance coverage Buyer deems appropriate upon close of
escrow.
(e) Buyer will establish an escrow, subject to the approval of Xxxxx Fargo
Bank, N.A., in its fiduciary capacity, to close on or before 45 days
after acceptance hereof by Xxxxx Fargo Bank, N.A., in its fiduciary
capacity, or, if applicable, after court confirmation of sale.
(f) Possession of the Property will be delivered to Buyer (a) on close of
escrow or (b) not later than ________ days after close of escrow or
(c)__________________________________________________________________.
(g) IF SALE CANNOT BE COMPLETED BY REASON OF ANY DEFAULT BY BUYER, XXXXX
FARGO BANK, N.A., IN ALL CAPACITIES, WILL BE RELEASED FROM ANY AND ALL
OBLIGATIONS HEREUNDER AND MAY PROCEED UPON ANY CLAIM OR REMEDY WHICH
IT MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEVER, THAT BY PLACING THEIR
INITIALS HERE BUYER ( ) AND XXXXX FARGO BANK, N.A., IN ITS FIDUCIARY
CAPACITY, ( ) AGREE THAT XXXXX FARGO BANK, N.A., IN ITS FIDUCIARY
CAPACITY, WILL RETAIN THE DEPOSITS AS ITS LIQUIDATED DAMAGES. IF THE
PROPERTY IS A DWELLING WITH NO MORE THAN FOUR UNITS, ONE OF WHICH
THE BUYER INTENTS TO OCCUPY AS HIS OR HER RESIDENCE, XXXXX FARGO
BANK, N.A., IN ITS FIDUCIARY CAPACITY, WILL RETAIN AS LIQUIDATED
DAMAGES THE DEPOSIT ACTUALLY PAID, OR AN AMOUNT THEREFROM NO MORE
THAN 3% OF THE PURCHASE PRICE, AND PROMPTLY RETURN ANY EXCESS TO
BUYER. IF SALE CANNOT BE COMPLETED BECAUSE OF THE INABILITY OF
XXXXX FARGO BANK, N.A., IN ITS FIDUCIARY CAPACITY, TO CONVEY TITLE,
BUYER WILL BE RELEASED FROM ANY AND ALL OBLIGATIONS HEREUNDER
AND THE DEPOSIT WILL BE PROMPTLY RETURNED TO BUYER.
(h) The terms and conditions set forth in the attached Counter Offer and
this Addendum supercedes any similar clauses that exist in the
original contract.
11. GROSS/NET: This offer is a Gross offer, subject to the commission
indicated above. Buyer holding Xxxxx Fargo Bank, N.A. harmless should any
commission arising out of Xxxxx's actions become subsequently payable.
Xxxxxx agrees to look solely to Buyer for compensation.
Signature of Broker:
-------------------------------------------------------
12. DISCLOSURE: California Civil Code Section 1102.1 states that the article
requiring the statutory Real Estate Transfer Disclosure Statement specified
in Civil Code Section 1102.6 does not apply to "(d) Transfers by a
fiduciary in the course of the administration of a decedent's estate,
guardianship, conservatorship, or trust."
XXXXX FARGO BANK N.A., in its BUYER:
fiduciary capacity as Trustee
By: /s/ Jeffery Hisech /s/ [ILLEGIBLE]
-------------------------------- -----------------------------------
Buyer's Signature
Title: XXXXXXX HISECH
ASSISTANT VICE PRESIDENT
------------------------------
By: /s/ Xxxxxxx X. XxXxxxxx
-------------------------------- -----------------------------------
Buyer's Signature
Title: XXXXXXX X. XxXXXXXX
VICE PRESIDENT
------------------------------
Dated: 7/1/97 Dated: July 3, 1997
------------------------------ ------------------------------
OTHER OWNERS:
------------------------------
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2
[LOGO]
RENTAL PROPERTY ADDENDUM
BUYER: CALIFORNIA CULINARY ACADEMY SELLER: XXXXX FARGO BANK, TRUSTEE
----------------------------- ---------------------------------
BUYER: SELLER:
----------------------------- ---------------------------------
SUBJECT PROPERTY: 622-632 POLK
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This ADDENDUM is made a part of the attached Real Estate Purchase Contract by
and between the above referenced SELLER and BUYER dated___________________ 19__
and together with that document will constitute joint escrow instructions to the
escrow holder and will supersede any comparable provisions in the Real Estate
Purchase Contract.
/X/ 1. Xxxxx agrees to take this property subject to existing leases and
rights of the tenants. Seller to deliver copies of all leases and
rental agreements (including notices sent to tenants), and income and
expense statements to Buyer, within seven (7) days of acceptance. The
contract is contingent upon Xxxxx's inspection and approval of all
these documents within seven (7) day of receipt, and further
conditioned upon inspection of all units within seven (7) days of
acceptance of the contract. Seller to advise Buyer in writing of any
oral or written modification to the written lease agreements. During
escrow Xxxxxx agrees that no changes in leases or tenancies shall be
made, nor new rental agreements entered into without prior written
consent of Buyer. Seller shall transfer all tenants' deposits and a
statement of accounting as to those deposits to Buyer at close of
escrow, and send all requisite written notification of same to
tenants. Buyer understands that a local rent control ordinance may
exist which could regulate the rights and duties of owners and
tenants. Buyer has not relied on any representations by Xxxxxx(s) as
to the income producing potential of the property or its rentability.
XXXXXXXX BANKER STRONGLY RECOMMENDS THAT BUYER AND SELLER REVIEW THE
TAX AND LEGAL CONSEQUENCES OF THIS TRANSACTION WITH THEIR ATTORNEY
AND/OR ACCOUNTANT PRIOR TO PROCEEDING WITH THIS TRANSACTION.
/ / 2. Buyer understands and acknowledges that the property is currently
occupied by tenants(s) under the terms of a ______________________
agreement.
The property shall be vacant at close or escrow. Xxxxxx agrees to
accept full responsibility for providing proper notice to vacate to
the tenant(s) and for removal of the tenant(s). If at the end of
the notice period or at the time for closing, whichever occurs
first, tenant(s) or any other person remain in possession of the
subject property, then Buyer, at Buyer's sole option, may choose
to either postpone the closing of escrow until the property is
vacant, or void this contract and have all unused deposits
returned to Buyer. XXXXXXXX BANKER STRONGLY RECOMMENDS THAT
SELLER REVIEW THE TAX AND LEGAL CONSEQUENCES OF THIS TRANSACTION WITH
THEIR ATTORNEY AND/OR ACCOUNTANT PRIOR TO PROCEEDING WITH THIS
TRANSACTION.
/ / In the event escrow is delayed as a result of Seller's inability
to remove the tenant or any other person from the property, and
Xxxxx agrees to extend the close of escrow, then Xxxxxx agrees to
pay Buyer $_____________ per day until escrow closes.
BUYER AND SELLER UNDERSTAND AND ACKNOWLEDGE THAT THE REAL ESTATE AGENT
OR BROKER IS NOT ASSUMING RESPONSIBILITY FOR THE ISSUES COVERED IN
SECTION 2.
/ / 3. Buyer understands and acknowledges that the property is not currently
being used for rental purposes but it is Xxxxx's intent to use this
property as such. Buyer understands that a local rent control
ordinance may exist which could regulate the rights and duties of
owners and tenants. Xxxxx has been advised to satisfy Buyer's
concerns as to the rentability of the property with all appropriate
governmental agencies. Buyer acknowledges that Xxxxx has not relied
on any representations by Xxxxxx(s) as to the income producing
potential of the property or its rentability. XXXXXXXX BANKER
STRONGLY RECOMMENDS THAT BUYER REVIEW THE TAX AND LEGAL CONSEQUENCES
OF THIS TRANSACTION WITH THEIR ATTORNEY AND/OR ACCOUNTANT PRIOR TO
PROCEEDING WITH THIS TRANSACTION.
/ / 4. Additional terms.
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DATED July 3, 1997 BUYER /s/ [ILLEGIBLE]
---------------- ------------------------------------------------
DATED BUYER
---------------- ------------------------------------------------
DATED SELLER XXXXX FARGO, BANK, TRUSTEE
---------------- -----------------------------------------------
DATED 7/1/97 SELLER BY:/s/ [ILLEGIBLE] BY:/s/ Xxxxxxx X. XxXxxxxx
---------------- ------------------------------------------------
