Case No. 02-B02474United States Bankruptcy Court, N.D. Illinois, Eastern Division
August 29, 2002
ORDER GRANTING MOTION AUTHORIZING DEBTORS TO ASSUME AND ASSIGN CERTAIN UNEXPIRED REAL PROPERTY LEASES TO BROOKSHIRE BROTHERS, INC. (STORE #9510/REH #6770 AND STORE #9548/REH #6461))
SUSAN PIERSON SONDERBY, United States Bankruptcy Judge.
Upon the motion dated August 9, 2002 (the “Motion”), wherein Kmart Corporation (“Kmart”) and certain of its domestic subsidiaries and affiliates, debtors and debtors-in-possession in the above-captioned cases (collectively, the “Debtors”), moved this Court for entry of an order, pursuant to 11 U.S.C. § 363 and 365 and Rule 6006 of the Federal Rules of Bankruptcy Procedure, authorizing the Debtors to assume those certain unexpired nonresidential real property leases set forth onSchedule 1 attached hereto and other related documents and to assign their interests under the lease and related documents to Brookshire Brothers, Inc. (“Assignee”); it appearing to the Court that (i) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. § 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (iv) proper and adequate notice of the Motion and the hearing thereon has been given and that no other or further notice is necessary; and (v) upon the record herein after due deliberation thereon, that the relief should be granted as set forth below,
1. The Debtors are authorized to assume those certain unexpired leases of non-residential real property set forth on Schedule 1 along with any and all easements, licenses, nondisturbance agreements and other similar agreements entered into by the Debtors which relate to their use and occupancy of the leased property (the “Property”), and all amendments, licenses, consents and other similar agreements between the Debtors and the landlord relating to the Property (collectively, the “Real Property Leases”). The Debtors decision to assume the Real Property Leases, however, remains subject to satisfaction of any and all conditions as set forth in the Assignment Agreement (as defined below).
2. The Debtors are authorized to assign the Real Property Leases pursuant to the terms of that certain Lease Assignment and Assumption Agreement, a copy of which is attached hereto as Exhibit A (the “Assignment Agreement”).
3. The conditions of Section 365(b)(1) of the Bankruptcy Code with respect to the assumption of an unexpired lease or executory contract have been satisfied in connection with the assumption of the Real Property Leases. In particular, the Debtors have provided the landlords with adequate assurance of future performance pursuant to Section 365(b)(1)(C).
4. While the Court does not expressly decide the issue of whether the Property is part of a “shopping center” within the meaning of Section 365, all of the so-called “shopping center provisions” of the Bankruptcy Code with respect to the assumption of a shopping center lease have been satisfied in connection with the assumption of the Real Property Leases.
5. The assumption and assignment of the Real Property Leases is effective as of the Assignment Date (as defined in the Assignment Agreement).
6. The cure claims for the Real Property Leases are the amount set forth in Schedule 1. The cure claim for the Real Property Lease in Nacogdoches, Texas relates entirely to past due real estate taxes, including interest and penalties relating thereto, Assignee agrees to pay the cure claim for the Nacogdoches, Texas property in full directly to the applicable taxing authority on or before August 30, 2002 and to immediately furnish proof of such payment to the landlord or its counsel. Assumption and assignment of the Real Property Lease for Nacogdoches shall be contingent on the payment of such real estate taxes.
7. Assignee agrees to pay any 2002 real estate taxes accruing under the Real Property Leases in full directly to the applicable taxing authorities when such taxes would ordinarily become due and payable in accordance with the Leases.
8. Assignee agrees to provide the landlord under the Henderson Real Property Lease with proof of adequate insurance as required in accordance with the Lease within ten (10) days of the entry of this Order. The Assignee agrees to name the landlord under the Henderson Lease as an additional insured if such is required in accordance with the Henderson Lease. The assignment and assumption of the Henderson Lease shall not be effective until such proof of insurance is delivered to the Henderson landlord.
9. The transactions contemplated herein are entitled to the full protections of Section 363(m) of the Bankruptcy Code.
10. As of the Assignment Date, the Debtors shall be released and forever discharged of any and all obligations and claims under the Real Property Leases, without any further action by the landlords or order of the Court.
11. The Debtors are authorized to deliver possession of the premises subject to the Real Property Leases to Assignee as set forth in the Assignment Agreement.
12. The Debtors are authorized to sell and assign the Real Property Leases to Assignee free and clear of all liens, claims and encumbrances (except as set forth in the Assignment Agreement) pursuant to Section 363(f) of the Bankruptcy Code, with all such valid and enforceable liens, claims and encumbrances to attach to the proceeds of the assignment of the Real Property Leases, in the same relative priority as existed with respect to the Real Property Leases.
13. The Debtors and their respective officers, employees and agents, are authorized to perform all of their obligations, take whatever actions necessary, and issue, execute and deliver whatever documents may be necessary or appropriate to implement and effectuate the assumption and assignment of the Real Property Leases.
14. In accordance with Section 1146(c) of the Bankruptcy Code, the sale, conveyance and assignment of the Real Property Leases to Assignee is hereby exempt from the imposition and payment of’ any law imposing a stamp tax, transfer tax or similar tax.
15. Each and every federal state and local government agency or department is hereby directed to accept any and all documents and instruments necessary or appropriate to consummate the assignment of the Real Property Leases, all without imposition and payment of any stamp tax, transfer tax or similar tax, pursuant to Section 1146(c) of the Bankruptcy Code. The register or recorder of deeds (or other similar recording agency) is hereby directed to accept and include a certified copy of this Order along with any other appropriate conveyance documents used to record and index the transfer of the Real Property Leases in the appropriate public records.
16. To the extent that this Order is inconsistent with any prior order, the terms of this Order shall govern.
17. Nothing in this Order shall be deemed to extend the time to assume or reject the Real Property Lease under Section 365(d)(4) of the Bankruptcy Code.
18. The Court shall retain exclusive jurisdiction to resolve any dispute arising from or relating with the assumption and assignment authorized herein or this Order.
19. Notwithstanding Rule 6006(d) of the Federal Rules of Bankruptcy Procedure, this Order shall take effect immediately upon signature.
SCHEDULE 1 Leases
Exhibit A Lease Assignment and Assumption Agreement AGREEMENT FOR ASSIGNMENT AND ASSUMPTION OF LEASES AND TERMINATION OF SUBLEASES THIS AGREEMENT (this “Agreement”) is made as of this day of July, 2002 between KMART OF TEXAS, L.P., a Texas limited partnership having an address at 3100 W. Big Beaver Road, Troy, Michigan 48084 (“Assignor”) andBROOKSHIRE BROTHERS, INC., a Texas corporation baying an address at 1201 Ellen Trout Drive, Lufkin, Texas 75904 (“Assignee“).
WITNESSETH WHEREAS, Kmart Corporation, a Michigan corporation (formerly known as S.S. Kresge Company) (“Kmart”), Assignor’s predecessor, entered into certain leases more particularly described in Schedule 1 attached hereto and made a part hereof (such leases, together with the amendments described in Schedule 1 and, as such leases way have otherwise been amended, supplemented or extended from time to time, and together with any and all other leases or agreements affecting the Premises, as hereinafter defined, other than the Subleases, as hereinafter defined, are herein individually called the “Nacogdoches Lease” and the “Henderson Lease“, respectively, and are collectively called the “Leases“, whereby Assignor leased certain parcels of real property more particularly described in Exhibit A and in the Leases (individually, the “Nacogdoches Premises” and the “Henderson Premises“, respectively and collectively, the “Premises“); and
WHEREAS, Kmart, Assignor’s predecessor, and Assignee (or Assignee’s predecessor) entered into certain subleases more particularly described in Schedule 2 attached hereto and made a part hereof (as the same may have been amended, supplemented or extended from time to time. individually, the “Nacogdoches Sublease” and the “Henderson Sublease“, respectively, and, collectively, the “Subleases“), whereby Assignor, as sublessor, subleases each of the Premises to Assignee, as sublessee; and
WHEREAS, on January 22, 2002, Assignor and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of title 11 of the United States Code, 11 U.S.C § 101 et seq., as amended (the “Bankruptcy Code“), in the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court“); and
WHEREAS, subject to the terms and conditions of this Agreement, (i) Assignor desires to assign and transfer all of its rights, title and interest in the Leases and the estates created thereby to Assignee, (ii) Assignor and Assignee desire to terminate the Subleases, and (iii) Assignee desires to purchase and accept such assignments and assume all rights, duties and obligations of the Assignor under the Leases; and
NOW THEREFORE, the parties hereto for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is conclusively acknowledged by the parties hereto, agree as follows:
1. Assumption of Leases by Assignor. Provided the contingency in Section 8 is satisfied, as of July 1, 2002 (the “Effective Date“), Assignor hereby assumes the Leases pursuant to 11 U.S.C Section 365.
2. Assignment and Assumption of Leases. (a) Upon the terms and conditions hereinafter set forth, including, without limitation, satisfaction of the contingencies in Section 8, as of the Effective Date, Assignor hereby assigns, transfers and sets over unto Assignee, it, successors and assigns, all of Assignor’s right, title and interest in, to and under the Leases. Such assignment is subject to any exceptions to title and other matters which may affect the Leases, the Premises or the shopping centers of which the Premises may be a part (individually a “Shopping Center” and, collectively the “Shopping Centers“) as of the Effective Date or thereafter, and all taxes, assessments and charges whether or not due or payable, and all zoning and building restrictions and oridinances and all governmental laws, statutes, rides, regulations, orders or requirements now or hereafter in effect. The Leases are assigned and conveyed, without representation or warranty whatsoever, express or implied. On the Effective Date, the parties shall execute a recordable instrument providing record notice of the assignment of the Leases and other relevant provisions of this Agreement.
(b) Assignor shall have no further responsibilities, obligations or responsibilities pertaining to, arising out of or involving the Leases, the Premises or the Shopping Centers. Assignee hereby accepts the foregoing assignment and covenants with Assignor that Assignee and its successors and assigns hereby assume and agree to heap, perform, fulfill or cause to be performed all of the terms, covenants, conditions and obligations contained in the Leases, which, by the respective terms therein, are imposed upon Assignor, as tenant, including, without limitations, the payment of any and all rents due thereunder.
3. Termination of Sublease. Upon the terms and conditions hereinafter set forth, including, without limitation, satisfaction of the contingencies in Section 8, Assignor and Assignee hereby terminate the Sublease effective as of the Effective Date, as if the Effective Date were the date set in the Sublease for the expiration thereof. Rents, additional rents, taxes, assessments and other charges payable by Assignee under the Sublease shall be prprorated between Assignor and Assignee on a per diem basis as of the Effective Date.
4. Indemnification. Assignee shall defend, indemnify and hold harmless Assignor and its subsidiaries and affiliates and any of its or their directors, officers, agents and employees, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs exact expenses, including, without limitation, interest, penalties and attorneys’ and consultants fees which ate or say be incurred by Assignor or its subsidiaries or affiliates or any of its or their officers, directors, agents or employees, pertaining to, arising our of or involving the Leases, the Subleases, the Premises or the Shopping Centers, whether accruing or occurring before, on or after the Effective Date, including, without limitation, the incurring by Assignor of any out-of-pocket costs of enforcement (including any internal administrative costs of Assignor) of any terms, covenants or agreements contained in this Agreement.
5. Release.
(a) Assignee, on behalf of itself and its transferees, successors and assigns, hereby releases and discharges Assignor, from any claim, demand, liability or suit whatsoever for the payment of rent or other charges or sums now or previously due or hereafter payable by Assignor under the Leases or the Subleases or for the performance of any obligation now or previously due on the part of Assignor to be performed under the Leases or the Subleases, including, without limitation, any claim of default, or any other matter involve arising out of or related to the Leases, the Sublease; the Premises or the Shopping Centers.
(b) Assignee acknowledges and agrees that it has operated at and has inspected the premises and accepts the Premises on the Effective Date in their then “as is” and “where is” physical and environmental condition and hereby releases and discharges Assignor and its subsidiaries and affiliates and any of its or their directors, officers, agents and employees, from any claim, demand, liability or suit related to or arising from the physical or environmental condition of the Premises or the Shopping Centers. Assignee acknowledges and agrees that neither Assignor nor its agents or employees has made any apron or implied warranty or representation regarding the physical or environmental condition of the Premises or the Shopping Centers or the quality of material or workmanship, latent or patent, or the fitness of rho Premises or the Shopping Centers for any particular use or purpose. it being agreed that all such risks ate to be borne by Assignee.
6. Representations and Warranties. Assignee represents and warrants that (a) it is a corporation duly organized, validly existing and in good standing under the laws of Texas and has the power to own its property and assets and carry on its business; (b) the execution of this Agreement and the obligations hereunder constitute the binding obligation of Assignee and has been authorized by Assignee’s Board of Directors; (c) the execution of this Agreement and the performance of Assignee’s obligations hereunder will not conflict with or result in a breach of Assignee’s Articles of Incorporation or By-laws or any agreement to which Assignee is a party or by which it may be bound, or violate any state or federal governmental law, statute, ordinance or regulation. Assignee acknowledges that no representations, promises or inducements of any kind have been made to Assignee by Assignor to induce Assignee to sign this Agreement or perform its obligations hereunder.
7. General Provisions. This Agreement shall be interpreted under the laws of Texas. the recitals to this Agreement are hereby incorporated in this Agreement. The captions are for the convenient reference of the parties only and are not intended to and shall not be deemed to modify the interpretation of the section from that which is indicated by the text of the section alone. All provisions contained in the Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties. This Agreement is the product of negotiation and the parties agree that it shall be interpreted in accordance with its fair and apparent meaning and not for or against any party hereto. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations or agreements, whether oral or written, are superseded and merged herein. This Agreement may not be changed or amended except by writing duly authorized and executed by the party against whom enforcement is sought. No right to use Assignor’s or any of its affiliates’ business names or trade names or signage is being conveyed to Assignee.
8. Conditions to Agreement. This Agreement and the obligations hereunder, including, without limitation, the assignment of the Leases and termination of the Subleases, is subject to (a) approval of the Bankruptcy Court following notice to creditors and parties in interest, wider the Bankruptcy Code and the rules promulgated thereunder, and under conditions, if any, acceptable to Assignor, its sole discretion, all as set forth more fully in the motion filed with the Bankruptcy Court to approve this Agreement (the “Motion“), and (b) Assignee paying to Assignor within three (3) business days after the date on which the contingency Section 8(a) is satisfied: (9 the sum of One Hundred Eighty-Five Thousand and 00/100 Dollars ($185, 000.00); and (ii) any and all amounts designated as “cure claims” due and payable to the landlords under the Leases in connection with Assignor’s assumption of the Leases pursuant to 11 U.S.C Section 365 to the extent any such claim is supported by evidence reasonably acceptable to Assignor and allowed by the Bankruptcy Court. The condition in Section 8(b) shall be both a contingency to this Agreement and, if the condition in Section B(s) is satisfied, a covenant of Assignee which Assignor shall be entitled to specifically enforce. Assignor shall notify Assignee promptly after the approval or rejection of this Agreement by the Bankruptcy Court.
9. Failure of Condition. (a) Notwithstanding anything to the contrary contained in Section 8 above or otherwise herein, in the event Assignor, after using good faith efforts (which shall not include the expenditure of any amounts by Assignor), is unable to obtain the approval of the Bankruptcy Court as provided in Section 8(a) within sixty (60) days of the filing of the Motion, this Agreement shall terminate and Assignee shall reimburse Assignor for any and all base rents and costs and expenses incurred by Assignor under the Leases from and after the date hereof through the effective date of the rejection of each Lease except to the extent Assignor is otherwise reimbursed or compensated and made whole for such amounts.
(b) Notwithstanding that this Agreement shall relate to the Leases, Sublease and Premises for both Nacogdoches, Texas and Henderson, Texas, the satisfaction of the conditions in Section 8 shall be independently satisfied for each such site. In the event that the condition in Section 8(a) is satisfied as to only one of such sites, then this Agreement shall remain effective as to such sire and the amount in Section 8(a)(i) shall be: (i) with respect to the lease, Sublease and Nacogdoches Premises in Nacogdoches, Texas, One Hundred Thirty-Five Thousand and 00/100 Dollars ($135, 000.00), and (ii) with respect to the Lease, Sublease and Henderson Premises in Henderson, Texas, Fifty Thousand and 00/100 Dollars ($50, 000.00).
10. Waiver of Claims/Payment of Cure Costs. Assignee hereby waives any and all claim or right to, and agrees not to file a proof of claim for, any and all amounts designated as “cure claims” arising in connection with Assignor’s assumption of the Leases pursuant to 11 U.S.C. § 365.
11. Counterparts. This Agreement maybe executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument, and it shall constitute sufficient proof of the Agreement to present any copy; copies or facsimiles signed by the patties to be charged.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.
[EDITORS’ NOTE: SIGNATURES ELECTRONICALLY NON-TRANSFERRABLE]ACKNOWLEDGMENTS
STATE OF MICHIGAN ) )SS. COUNTY OF OAKLAND )
Before me; __________________ a notary public in and for said County and State, on this day personally appeared known to me to be the person whose flume is subscribed to the foregoing instrument and known to me to be the ___________________of Kmart Corporation, a Michigan corporation, the general partner of KMART OF TEXAS, L.P., a Texas limited partnership, and acknowledged to me that _he executed the same for the purposes and the consideration therein expressed, and as the act of said corporation and said limited partnership. Given under my hand and seal of office this day of June. A.D., 2002.
Notary Public, Oakland County Michigan My Commission Expires:
STATE OF TEXAS ) ):SS. COUNTY OF ANGELINA )
Before me, Rhonda Courtney notary public in and for said County and State, on this day personally appeared Tim Hale, known to me (or proved to me on the oath of__________ or through__________) to be the person whose name is subscribed to the foregoing instrument, and known to me to be the President of BROOKSHIRE BROTHERS, LTD., a Texas limited partnership, and acknowledged to me that he executed the same for the purposes and the consideration therein expressed, and as the act of said corporation. Given under my hand and seal of office this 28 day of June, A.D., 2002.
Rhonda Courtney Notary Public, Angelina County, State of Texas My Commission Expires: 11-3-05
SCHEDULE 1 Leases
Nacogdoches, TX (Store #9510/REH #6770)
1. Lease, dated February 4, 1977, between CW Manhattan Associates, as lessor, and Kmart, as lessee
2. Modification of Lease, dated November 2, 1977, between Fountain Valley Plaza Shopping Center and Kmart
3. Second Modification of Lease, dated January 9, 1978, between Fountain Valley Plaza Shopping Center and Kmart
4. Memorandum of Lease, dated February 4, 1977, between CW Manhattan Associates and Kmart, recorded in Volume K, page 301 of the Contract Records of Nacogdoches County
Henderson, Tx (Store #9175/REH #6592)
1. Lease, dated October 25, 1976, between Financial Properties Developers, Inc., as lessor, and Kmart, as lessee
2. Amendment to Lease, dated May 26, 1977, between Financial Properties Developers, Inc. and Kmart, recorded in Volume 1060, page 400 of the Rusk County Records
3. Letter agreement. dated November 12, 1984, by Kmart to Assignee, countersigned on November 24, 1984, by Assignee
4. Memorandum of Lease, dated October 25, 1976, between Financial Properties Developers, Inc. and Kmart, recorded in Volume 1060, page 394 of the Rusk County Records
SCHEDULE 2Subleases
Nacogdoches, TX (Store #9510/REH #6770)
1. Sublease, dated April 27, 1989, between Kmart, as sublessor, and WW Warehouse Foods, Inc., as sublessee
2. Guaranty, dated April 20, 1989, by Malone Hyde, Inc., regarding the above Sublease
3. Amendment to Sublease, dated May 9, 1995, between Kmart, and Assignee
4. Letter agreement, dated September 3, 1991, by Kmart to WW Warehouse Foods, Inc., countersigned September 12, 1991, by WW Warehouse Foods, Inc. and Assignee
5. Memorandum of Sublease, dated April 27, 1989, between Kmart and WW Warehouse Foods, Inc., recorded in Volume 728 page 523 of the Nacogdoches County Records
Henderson, TX (Store #9175/RH-I #6592)
1. Sublease, dated April 25, 1990, between Kmart, as sublessor, and Assignee, as sublessee
2. Amendment to Sublease, dated May 9, 1995, between Kmart and Assignee
Exhibit A Part I — Legal Description of Nacogdoches Premises
BEING all that certain tract or parcel of land lying and situated in Nacogdoches County, Texas, on the Antonio Arriola Survey Abstract No. 5 and being a part or portion of that certain 20.3 acre tract of land described in a deed from R. V. Woods et ux to A. T. Mast dated January 22, 1945 and recorded in volume 166 on page 422 of the Deed Records of Nacogdoches County, Texas, to which reference is hereby made and the said part or portion being more particularly described by metes and bounds as follows, to-wit:
BEGINNING, N. 77′ 13′ 10″ N-219.90 feet and N 20′ 30′ 17″ E 30.28 feet from the S.E. corner of the aforesaid referred to 20.3 acre tract, at a 1/2″ iron pipe set for corner on the North side of Martinsville Road, 30 feet from and perpendicular to the South boundary line of the said 20.3 acre tract;
THENCE N 77′ 13′ 10″ W, with the North side of Martinsville Road, 30 feet from and parallel with the South boundary line of the said 20.3 acre tract, at 485.41 feet 1/2″ iron pipe set for corner;
THENCE N 20′ 30′ 17″ E at 125.00 feet a 1/2″ iron pipe set for corner;
THENCE N 69′ 29′ 43″ W at 150.00 feet intersect the East Right-of-Way of University Drive (State Farm-to-Market Highway No. 1275) a 1/2″ iron pipe see for corner;
THENCE Six (6) lines with the East Right-of-Way of the said University Drive (F.M. Hwy. No. 1275), a 1/2″ iron pipe set for each angle corner as follows:
(1) N 20′ 30′ 17″ E 67.05 feet, (2) S 84′ 29′ 43″ E 9.40 ft.
(3) N 20′ 36′ 41″ E 10.26 feet, (4) N 17′ 12′ 17″ E 10.40 ft
(5) N 84′ 29′ 43″ W 8.80 feet (6) N 20′ 30′ 17″ E 260.40 ft
1/2″ iron pipe set for corner;
THENCE S 69. 29′ 43″ E at 631.00 feet a 1/2″ iron pipe set for corner;
THENCE S 20′ 30′ 17″ W at 408.00 feet the point and place of beginning and containing 6.060 acres of land.
Exhibit A Part II-Legal Description of Henderson Premises
A parcel of land located in the James Smith Survey, A-709. Rusk County, Texas; located within the City limits of Henderson and being the. Same tract of land called 5.743 acres conveyed to Hoyt R. Matise and Jim S. Lake by Michael (Mike) Matise, et ux in deed dated August 15, 1972 end recorded in Volume 951, Page 639 of the Deed Records of Rusk County, Texas; and being more particularly described as follows:
BEGINNING at a 3/4″ iron pipe located at the southwest corner of a lot conveyed to Don Alwyn Deason, et ux by D. F. Deason, et ux in deed dated January 2, 1968 and recorded in Volume 875, Page 196 of said Deed Records; thence S 35′ 07′ E along the south boundary line of said Deason lot, a distance of 127.2 ft. to a 3/4″ iron pipe set at the southeast corner of a 1 ft. strip of land Conveyed to Don A. Deason, et ux by Mrs. Ernest Wallace in deed dated September 28, 1973 and recorded in Volume 971, Page 697 of said Deed Records, said pipe being on the west Right-of-Way of South Van Buren Street; thence N 62′ 15′ E along a jog in the westerly Right-of-Way of South Van Buren Street a distance of 3.25 ft. to a 3/4″ iron pipe on the westerly Right-of-Way of South Van Buren Street; thence S 00′ 07′ E along the westerly Right-of-Way of South Van Buren Street a distance of 29.6 ft. to a point being the most northern corner of a strip of land conveyed to the City of Henderson by Mike Matise for street easement dated December 19, 1968 and recorded in Volume; 899 and 898, Pages 362 end 623, respectively, of said Deed Record; thence 5 10′ 12′ W along the west boundary of said easement for South Van Buren Street a distance of 9.6 ft. to a point; thence S 10′ 36′ W along the west boundary of said easement for South Van Buren Street a distance of 305.1 ft. to a railroad spike at the intersection of the west boundary of said easement for South Van Buren Street and the northerly Right-of-Way of Richardson Drive; thence S 82′ 36′ W along the northerly Right-of-Way of Richardson Drive a distance of 71.0 ft. to a point; thence S 79 42′ W along the northerly Right-of-Way of Richardson Drive a distance of 284.0 ft. to a point; thence S 82′ 39′ W along the northerly Right-of-Way of Richardson Drive a distance of 86.74 ft. to a point; thence S 86′ 25′ W along the northerly Right-of-Way of Richardson Drive a distance of 81.04 ft. to the beginning of a radius at the intersection of the northerly Right-of-Way of Richardson Drive and the easterly Right-of-Way of South Standish Street; thence continuing around the radius of the intersection of the northerly Right-of-Way of Richardson Drive and the easterly Right-of-Way of South Standish Street a chord bearing of N 82′, 41′ W and a chord distance of 27.7 ft. to a point thence continuing along the radius of the intersection of the northerly Right-of-Way of Richardson Drive and the easterly Right-of-Way of South Standish Street a chord bearing of N 59′ 11′ W a chord distance of 18.04 ft. to a point; thence continuing along the radius of the intersection of the northerly Right-of-Way of Richardson Drive end the easterly Right-of-Way of South Standish Street a chord bearing of N 39′ 08′ W a chord distance of 17.97 ft. to a point thence continuing along the radius of the intersection of the northerly Right-of-Way of Richardson Drive and the easterly Right-of-Way Of South Standish Street a chord bearing of N 17′ 38′ W a chord distance of 33.63 ft. to a point; thence N 08′ 52′ W along the easterly Right-of-Way of South Standish Street a distance of 48.95 ft. to a point; thence N 01′ 25′ W along the easterly Right-of-Way of South Standish Street a distance of 350.05 ft. to a 3/4″ iron pipe on the easterly Right-of-Way of South-Standish Street; thence S 86′ 26′ E a distance of 526.52 ft. to the POINT OF BEGINNING, said parcel containing 5.76 acres.