EXHIBIT 10.14.3


 


AMENDMENT
NO. 3


TO AMENDED AND RESTATED


LIMITED LIABILITY COMPANY AGREEMENT


OF HCPI/TENNESSEE, LLC AND NEW MEMBER JOINDER
AGREEMENT


 


THIS AMENDMENT NO. 3 TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLC
AND NEW MEMBER JOINDER AGREEMENT (this “Amendment”) is made effective as of the
19 day of October, 2005 (the “Effective Date”) by and among HEALTH CARE
PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”),
HCPI/TENNESSEE, LLC, a Delaware limited liability company (the “Company”)
and A. Daniel Weyland, an individual (“New Member”).


 


RECITALS


 


A.            The
Managing Member and each of the persons whose names are set forth on Exhibit A thereto entered into the Amended and Restated
Limited Liability Company Agreement of HCPI/Tennessee, LLC effective as of October 2,
2003 (the “Original Agreement”), as amended by that certain Amendment No. 1
to Amended and Restated Limited Liability
Company Agreement of HCPI/Tennessee, LLC dated September 29, 2004
(the “First Amendment”), and that certain Amendment No. 2 to
Amended and Restated Limited Liability
Company Agreement of HCPI/Tennessee, LLC dated October 27, 2004
(the “Second Amendment, and together with the Original Agreement and the
First Amendment, the “Operating Agreement”), which provides that the
Managing Member is the Managing Member of Company.  Capitalized terms used in this Amendment and
not otherwise defined in this Amendment shall have the meanings given to such
terms in the Operating Agreement.


 


B.            Managing
Member, the Company, New Member and each entity identified as a “Contributing
Transferor” on the signature page thereto (each, a “Contributor”)
entered into that certain Contribution Agreement and Escrow Instructions dated
as of October     , 2005 (collectively, the “Denver
Contribution Agreement”), providing, among other things, for the
contribution by each Contributor of its respective right, title and interest to
the Company, and the acquisition by the Company of all right, title and
interest of each such Contributor (the “Contributed Denver Property
Interests”), in and to seven (7) medical office buildings in or around
Denver, Colorado, as more particularly described therein (the “Denver
Properties”).  The Company,
HCA-HealthOne LLC, a Colorado limited liability company (“HealthOne”),
and each entity identified as a “Seller” on the signature page thereto
(each, a “Seller”) have also entered into that certain Purchase
Agreement and Escrow Instructions dated of even date with the Denver Contribution
Agreement (the “Purchase Agreement”), providing, among other things, for
the purchase by the Company of all right, title and interest of each Seller, in
and to such Denver Properties (the “Purchased Denver Property Interests”).


 


C.            Pursuant
to the Contribution Agreement, New Member will receive Non-Managing Member
Units in the Company, and desires to be admitted to the Company as an
Additional Member and Non-Managing Member pursuant to the Operating Agreement,
as hereby amended.


 





















 


D.            In
connection with the closing of the transactions contemplated by the
Contribution Agreement and Purchase Agreement, Managing Member desires to amend
the Operating Agreement, and the Company desires to admit New Member as an
Additional Member and Non-Managing Member to the Company, but only upon the
terms and conditions set forth herein.


 


E.             Pursuant
to that certain Written Consent of the Members the Company effective as of September 30,
2005 (the “Denver Consent”), Managing Member has received the requisite
consent of the current Non-Managing Members of the Company to the transactions
contemplated by the Contribution Agreement and the Purchase Agreement, this
Amendment and the admission of New Member as an Additional Member and
Non-Managing Member in the Company.


 


AGREEMENT


 


NOW, THEREFORE, the
Operating Agreement is hereby amended as of the Effective Date as follows:


 


1.             Admission of New Member.


 


(a)           The
Company hereby admits New Member as an Additional Member and Non-Managing
Member of the Company, and, in connection therewith, Exhibit A
to the Operating Agreement is hereby amended to reflect the information on Exhibit A attached hereto, including the Capital
Contributions of New Member for the number of Non-Managing Units reflected
thereon and the Capital Contribution by the Managing Member for the number of
Managing Member Units reflected thereon.


 


(b)           New
Member hereby agrees to be bound by the Operating Agreement, as hereby amended,
including, without limitation, Section 2.4 of the Original Agreement
[Power of Attorney], as a Non-Managing Member of the Company.


 


(c)           New
Member hereby represents and warrants to the Company, the Managing Member and
each other Member that the representations and warranties set forth in Section 3.4
of the Original Agreement are true and correct as of the Effective Date hereof.


 


2.             Amendments to Operating Agreement.


 


(a)           Definitions.  The
following definitions appearing in Article 1 of the Original Agreement are
hereby amended or supplemented as follows:


 


(i)            Adjustment Factor.  As
of the Effective Date, and after giving effect to the REIT Shares stock split
in the form of a stock dividend to the holders of REIT Shares with a record
date of February 4, 2004, and dividends issued to such holders on March 1,
2004, the Adjustment Factor is 2.0, subject to further adjustment pursuant to
the definition thereof.


 


(ii)           Contribution Agreement. 
With respect to the New Member, “Contribution Agreement”
shall mean the Denver Contribution Agreement.


 


2





















 


(iii)          Contribution Indemnity. 
With respect to the New Member, “Contribution Indemnity”
shall have no application with respect to the Denver Contribution Agreement.


 


(iv)          Initial Value.  With
respect to the Contributed Denver Property Interests, the amount set forth with
respect to the “Contributed Denver Property Interests” as set forth on Exhibit B to this Amendment.


 


(v)           Preferred Return Per Unit. 
Notwithstanding anything to the contrary in the definition of “Preferred Return Per Unit” 
with respect to the New Member and each Non-Managing Member Unit issued
to New Member on the Effective Date, the increase in the Preferred Return Per
Unit with respect to each such Non-Managing Member Unit on the first LLC Record
Date following the Effective Date hereof shall be the product of (i) and (ii) of
such definition multiplied by a fraction, the numerator of which shall be the
number of days in the period commencing on the Effective Date hereof and ending
on the first LLC Record Date following the Effective Date hereof, and the
denominator of which shall be the number of days in the period commencing on August 9,
2005, and ending the first LLC Record Date following the Effective Date hereof.


 


(vi)          Real Properties.  “Real Properties” shall mean and include the Denver Properties
and, where appropriate, ownership interests in the Subsidiaries holding the
Denver Properties.


 


(vii)         Tax Protection Period. 
With respect to the New Member, “Tax Protection Period”
shall mean the period beginning on the Effective Date hereof and ending on the
earlier of (i) the tenth (10th) anniversary of the Effective
Date hereof or (ii) the Threshold Date with respect to the New Member.


 


(viii)        Threshold Date.  With
respect to the New Member, “Threshold Date”
means the date on which Eighty Percent (80%) of the LLC Units issued by the
Company to the New Member on the Effective Date hereof have been disposed of
pursuant to a Taxable Disposition or Series of Taxable Dispositions.  As used herein, “Taxable Disposition” means a transaction in which an LLC Unit has
either (a) been disposed of to the extent such disposition is a taxable
transaction (including, without limitation, a Redemption or exchange pursuant
to Section 8.6.A of the Operating Agreement) or (b) received a “step-up” in tax basis to its fair market
value at the time of such “step-up”
(e.g., as a result of the death of a holder of LLC Units who is an individual).


 


(ix)           Transferred Properties. 
With respect to the New Member, “Transferred Properties”
shall mean the Contributed Denver Property Interests pursuant to the applicable
Contribution Agreement.


 


(b)           Capital Contributions. 
The Members acknowledge that the Capital Contributions of the New Member
and the Managing Member pursuant to Section 4.2 of the Original Agreement
and upon consummation of the transactions contemplated by the Denver
Contribution Agreement and the Denver Purchase Agreement shall be as set forth
on Exhibit A hereto and the same
shall become part of Exhibit A
to the Operating Agreement.


 


3





















 


(c)           Distributions and Allocations.


 


(i)            The
provisions of Section 12.2.C. of the Original Agreement shall apply with
respect to the New Member.


 


(ii)           Notwithstanding anything to the contrary in Section 6.3.B of the
Original Agreement, all excess non-recourse liabilities, as defined in
Regulations Section 1.752-3(a)(3), attributable to the Existing
Indebtedness (as defined below) shall be allocated as follows: (x) first to the
New Member in an amount equal to the built-in gain that is allocable to the New
Member on section 704(c) property (as defined in Regulations Section 1.704-3(a)(ii))
or property for which reverse section 704(c) allocations are
applicable (as described in Regulations Section 1.704-3(a)(6)(i)) where
such property is subject to the non-recourse liability to the extent that such
built-in gain exceeds the gain described in Regulations Section 1.752-3(a)(2) with
respect to such property; and (y) the balance, if any, in accordance with the
New Member profit sharing ratio.


 


(d)           Restrictions on Managing Member’s Authority.


 


(i)            At
all times during the Tax Protection Period applicable to the New Member, the
Company shall not prepay (i.e., make payments in addition to scheduled
interest and principal amortization), and shall not repay at maturity, the Debt
set forth on Schedule 2(d) attached hereto (the “Existing
Indebtedness”), unless all or a portion of the Existing Indebtedness is
replaced or refinanced with other Debt. or other Debt is incurred,  satisfying the requirements set forth below (“Replacement
Indebtedness”).  From and after or
concurrent with the date the Company incurs Replacement Indebtedness, this Section 2(d) shall
not restrict the Company’s ability to make payments with respect to the
Existing Indebtedness, including, without limitation, repayment of all or any
portion of the Existing Indebtedness at or prior to the stated maturity date
thereof.  Any Replacement Indebtedness
shall, during the Tax Protection Period:


 


(A)          be
comprised of one or more loans in a total principal amount of $9m (the “Guaranteed
Loan Amount”);


 


(B)           not
require principal repayments during such period that would cause the principal
balance of such Replacement Indebtedness to be less than the Guaranteed Loan
Amount at any time during the Tax Protection Period applicable to the New
Member or, alternatively, the Company shall finance any such shortfall with
Replacement Indebtedness;


 


(C)           be full
recourse to the Company;


 


(D)          be secured
by Real Properties or any Successor Properties with a Loan-to-Value Ratio of
not greater than Seventy Percent (70%) determined at the time such Replacement
Indebtedness is incurred;


 


(E)           not result
in the Equity Coverage of the Company being less than Twenty Million Dollars
($20,000,000.00) (the “Minimum


 


4





















 


Equity”)
determined at the time such Replacement Indebtedness is incurred;


 


(F)           allow the
New Member to execute and deliver to the lender thereunder a Bottom Guarantee
(as defined below) and require that such lender accept such Bottom Guarantee;
and


 


(G)           be either (1) provided
by a lender that does not have an interest in the Company and is not related to
the Company in any manner (other than as a lender) within the meaning of Section 465(b)(3)(A) of
the Code, or (2) of a nature and source such that it would not disqualify
the guarantee of such indebtedness from preventing the recapture pursuant to Section 465(e) of
the Code of losses claimed by the New Member prior to the Effective Date (with
the Company permitted to assume for this purpose that a Bottom Guarantee is
effective to make the guarantor “at risk” for purposes of Section 465 of
the Code with respect to debt that otherwise satisfies the requirements of Section 465);
and


 


(H)          either (1) not
be subject to a guarantee, reimbursement or indemnity agreement provided by any
Person other than the Company or the New Member that is executing a Bottom
Guarantee pursuant to clause (ii) of this Section 2(d), and except
for a customary non-recourse carve-out guarantee, environmental indemnity or
similar guarantee or indemnity given by the Managing Member or its Affiliates,
or (2) not have any Person who might be considered to “bear the economic
risk of loss” or to be “at risk” with respect to such Replacement Indebtedness
unless such Person is the Managing Member or one of its Affiliates and the New
Member is permitted to enter into an indemnity agreement with such Person so as
to cause the New Member to “bear the economic risk of loss”  or to be “at risk” with respect to such Debt
vis-à-vis such Person, which indemnity shall be substantially in accordance
with the terms and provisions of the Bottom Guarantee pursuant to clause (ii) of
this Section 2(d).


 


The Managing Member shall
provide the New Member written notice of its desire to incur Replacement
Indebtedness, or to refinance or repay the Existing Indebtedness or any
permitted Replacement Indebtedness with Replacement Indebtedness, not less than
thirty (30) days prior to the incurrence by the Company of such Replacement
Indebtedness.  In connection with the incurrence
of any Replacement Indebtedness, the Managing Member shall also provide to the
New Member (1) financial or other information concerning any Existing
Indebtedness being refinanced and the terms of the Replacement Indebtedness to
be incurred, in each case as reasonably requested by the New Member, and (2) a
written statement that in the opinion of the Managing Member the requirements
of clause (i) this Section 2(d) are satisfied with respect to
the Replacement Indebtedness.


 


5





















 


(ii)           During
the Tax Protection Period applicable to the New Member, the New Member shall
have the option from time to time to execute Bottom Guarantees for any
Replacement Indebtedness in any amount (in the aggregate) up to the Guaranteed
Loan Amount.  If the New Member elects to
execute Bottom Guarantees (in the aggregate) for less than the Guaranteed Loan
Amount, then upon written notice to the Company, the Managing Member and the
lender under any Replacement Indebtedness, not more frequently than one time
per year during the Tax Protection Period applicable to the New Member, the New
Member may elect to increase the New Member’s Bottom Guarantees (in the
aggregate) in any amount up to the Guaranteed Loan Amount.  As used herein, “Bottom Guarantee”
means an agreement in substantially the form attached hereto as Exhibit C or in such other form as may be reasonably
acceptable to the lender and the New Member and providing substantively the
same benefits to the New Member as the form attached hereto as Exhibit C.  The
New Member shall deliver to the Company a copy of any Bottom Guarantee
(including any amendment or modification thereof) promptly upon execution and
delivery of the same to the lender under any Replacement Indebtedness.


 


(iii)          If
the Company incurs Replacement Indebtedness pursuant to clause (i) of this
Section 2(d) and the New Member exercises its option to deliver one
or more Bottom Guarantees pursuant to clause (ii) of this Section 2(d) for
any amount up to the Guaranteed Loan Amount with respect to such Replacement
Indebtedness, then during the Tax Protection Period the Company shall not:


 


(A)          sell,
exchange or further encumber or otherwise dispose of any Real Properties or Successor
Properties securing the any such Replacement Indebtedness therefore (herein, a “Collateral
Change Transaction”), if immediately following such Collateral Change
Transaction the Loan-to-Value Ratio is greater than Seventy Percent (70%);
provided, however, that nothing contained herein shall prohibit the Company
upon the closing of any such Collateral Change Transaction from providing
additional collateral of the Company so that the Loan-to-Value Ratio as of the
date thereof is not greater than Seventy Percent (70%); or


 


(B)           engage
in any sale, financing, exchange or similar transaction involving any of the
Properties (herein, a “Capital Transaction”) if immediately following
such Capital Transaction the Equity Coverage is less than the Minimum Equity.


 


The Managing Member shall
give the New Member written notice of any proposed Collateral Change
Transaction and/or any proposed Capital Transaction not less than forty-five
(45) days prior to the closing thereof, together with such financial or other
information concerning such transaction as the New Member shall reasonably
request, and a written statement that in the opinion of the Managing Member (1) in
connection with any Collateral Change Transaction, the Loan-to-Value Ratio
immediately following such Collateral Change Transaction shall not be greater
than Seventy Percent (70%), and (2) in connection with any Capital
Transaction, the Company’s Equity Coverage immediately following such Capital
Transaction shall not be less


 


6





















 


than the Minimum
Equity.  If the New Member reasonably
disagrees with the Managing Member’s opinion of such Equity Coverage, the New
Member shall notify the Company and the Managing Member thereof within ten (10) days
after the New Member’s receipt of such notice and opinion, and for a period of
ten (10) days thereafter the parties shall in good faith attempt to agree
upon the same.  If the parties are unable
to so agree, then either the New Member or the Managing Member may at anytime
thereafter submit the matter to binding appraisal as provided in clause (iv) of
this Section 2(d).


 


If (x)
the Managing Member notifies the New Member that the Loan-to-Value immediately
following any Collateral Change Transaction shall be greater than Seventy
Percent (70%), or (y) the Managing Member notifies the New Member that the
Equity Coverage immediately following a Capital Transaction shall be less than
the Minimum Equity or the same is determined by the agreement of the parties or
pursuant to the appraisal procedures specified in clause (iv) of this Section 2(d),
then in the event of either (x) or (y), New Member may at anytime thereafter
give the Company and the Managing Member sixty (60) days written notice of its
intent to cancel and terminate its Bottom Guarantee.  If the Company fails within such sixty (60)
day period to (aa) in the case of a Collateral Change Transaction, reduce the
Loan-to-Value Ratio to Seventy Percent (70%) or less or (bb) in the case of a
Capital Transaction, achieve an Equity Coverage not less than the Minimum
Equity, then the New Member shall be entitled to cancel and terminate the
Bottom Guarantee by a second written notice to the Managing Member and the
Company at anytime after such sixty (60) day period and prior to the Company’s
satisfaction of the requirements in either subclause (aa) or subclause (bb), as
applicable.   If the New Member is
entitled to and so cancels and terminates such Bottom Guarantee pursuant to the
provisions of this clause (iii), the effective date of cancellation and
termination thereof shall be referred to herein, as a “Company Caused Bottom
Guarantee Termination.”


 


(iv)          If
it becomes necessary to determine the Equity Coverage by binding appraisal as a
result of a Capital Transaction as provided in clause (iii) of this Section 2(d),
the same shall be determined by an independent appraisal firm, in which one or
more of the members, officers or principals of such firm are Members of the
Appraisal Institute (or any successor organization thereto), as may be
reasonably selected by the Managing Member (the “Appraiser”).  In such event, the Managing Member shall
cause such Appraiser to determine the Equity Coverage as of the relevant date
and the determination of such Appraiser shall be final and binding upon the
parties.  A written report of such
Appraiser shall be delivered and addressed to each of the Company, the Managing
Member and the New Member.  This
provision for determination by appraisal shall be specifically enforceable to
the extent such remedy is available under applicable law, and any determination
hereunder shall be final and binding upon the parties.  The Managing Member and the New Member shall
each pay one-half of the fees and expenses of the Appraiser and one-half of all
other costs and expenses incurred in connection with such appraisal.


 


(v)           Notwithstanding
anything to the contrary in the Operating Agreement, as hereby amended, in
addition to the provisions of Sections 7.3.E. and 7.3.F. of the Original
Agreement, each of the following shall be deemed for all purposes of the
Operating Agreement as a “Triggering Event”
with respect to the New Member (but not with respect to any other Non-Managing
Member) and entitle the New Member to receive a “Make Whole


 


7





















 


Payment”
pursuant and subject to the provisions of Sections 7.3.G. and 7.3.H. of the
Original Agreement, unless the New Member consents to the following in writing,
which consent shall expressly state that the right to the Make Whole Payment is
being waived:


 


(A)          the
failure of the Company at anytime during the Tax Protection Period applicable
to the New Member to keep in place the Existing Indebtedness or any permitted
Replacement Indebtedness therefore;


 


(B)           a
Company Caused Bottom Guarantee Termination; provided, however, that any other
cancellation or termination of a Bottom Guarantee by the New Member, the
failure of any Bottom Guarantee to achieve the New Member’s objectives, and/or
the failure of the New Member to avail itself of the opportunity to execute and
deliver a Bottom Guarantee as provided herein shall not be deemed a “Triggering
Event” with respect to the New Member;


 


(C)           prior
to the payment in full of any Existing Indebtedness, any change in the
allocation of excess non-recourse liabilities, with respect to such Existing
Indebtedness, from the allocation provided in clause (ii) of Section 2(c) hereof;
or


 


(D)          the
failure of the Company at any time during the Tax Protection Period to hold the
ownership interests in the Denver Properties (or any Successor Properties)
either directly or through Subsidiaries whose separate existence from the
Company is disregarded for federal income tax purposes.


 


(vi)          As
used in this Amendment, “Loan-to-Value Ratio”
shall mean the ratio, as of the date of any incurrence of Replacement
Indebtedness (or any refinance of Replacement Indebtedness with other
Replacement Indebtedness) or any Collateral Change Transaction in accordance
with the provisions of this Section 2(d), in which the numerator is equal
to the outstanding principal balance of all Debt, including any Replacement
Indebtedness, secured by the Real Properties (or any Successor Properties)
serving as collateral for the Replacement Indebtedness and the denominator is
equal to the fair market value of such Real Properties (or any Successor
Properties), as reasonably and in good faith determined by the Managing Member.


 


(e)           Redemption Rights. 
With respect to the New Member and the Non-Managing Member Units issued
to the New Member on the Effective Date hereof, the Redemption Right provided
for in Section 8.6 of the Original Agreement shall not be exercisable
until the first anniversary of the Effective Date hereof and the phrase “ending
on the ninth anniversary of the Effective Date” as provided therein shall have
no application with respect to the New Member or its Non-Managing Member Units.


 


8





















 


3.             The provisions of
this Amendment relating to the New Member (including, without limitation, Sections
2(c) and (d) hereof) shall not be amended or modified without the
written consent of the New Member.


 


4.             Except as expressly
amended hereby, the Operating Agreement remains in full force and effect in
accordance with its terms.


 


9





















 


IN WITNESS WHEREOF, the
undersigned has executed this Amendment as of the date first written above.


 


 


	
  MANAGING MEMBER:

  	
  HEALTH CARE
  PROPERTY INVESTORS, INC., 

  a Maryland corporation 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Talya
  Nevo-Hacohen

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Talya
  Nevo-Hacohen

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Senior Vive
  President

  	
   

  
							



 


10





















 


	
  NEW MEMBER:

  	
  /s/ A. Daniel
  Weyland

  	
   

  
	
   

  	
  A. Daniel Weyland

  



 


11





















 


EXHIBIT A


 


NEW CAPITAL CONTRIBUTIONS


 


Non-Managing Members


 


	
  Non-Managing Member

  Name and Address

  	
   

  	
  New Capital Contribution

  	
   

  	
  Number of Non-Managing

  Member Units

  	
   

  
	
  A. Daniel Weyland

  601 East Hampden Avenue

  Suite 590

  Englewood, Colorado 80113

  	
   

  	
  $

  	
  10,983,403.62

  	
   

  	
  214,872.13

  	
   

  
							



 


Managing Member


 


	
  Managing Member

  Name and Address

  	
   

  	
  Capital Contribution

  	
   

  	
  Gross Asset Value of

  Capital Contribution

  	
   

  	
  Number of

  Managing

  Member Units

  	
   

  
	
  Health Care Property Investors, Inc.

  3760 Kilroy Airport Way

  Suite 300

  Long Beach, California 90806



  Attention: Edward J. Henning, Esq.

  Telephone No.: (562) 733-5100

  Facsimile No.: (562) 733-5200

  	
   

  	
  New Cash Contribution

  	
   

  	
  $

  	
  15,297,220.28

  	
   

  	
  299,264.81

  	
   

  
									



 





















 


EXHIBIT B


 


INITIAL VALUES OF CONTRIBUTED

DENVER PROPERTY INTERESTS


 


 


	
  Real Property

  	
   

  	
  Initial Value

  	
   

  	
  Type of Transfer

  
	
  601 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  $

  	
  1,325,722.03

  	
   

  	
  Equity – 50%
  undivided

  tenant-in-common interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  701 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  $

  	
  1,821,625.27

  	
   

  	
  Equity – 50%
  undivided

  tenant-in-common interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  799 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  $

  	
  1,845,772.27

  	
   

  	
  Equity – 50%
  undivided

  tenant-in-common interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  499 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  $

  	
  1,891,789.61

  	
   

  	
  Equity – 50%
  undivided

  tenant-in-common interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6169 South
  Balsam Way

  Littleton, Colorado

  	
   

  	
  $

  	
  1,257,419.80

  	
   

  	
  Equity – 53.25%
  undivided

  tenant-in-common interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6179 South
  Balsam Way

  Littleton, Colorado

  	
   

  	
  $

  	
  2,725,082.32

  	
   

  	
  Equity – Fee
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26659 Pleasant
  Park Road

  Conifer, Colorado

  	
   

  	
  $

  	
  115,992.32

  	
   

  	
  Equity – 50%
  undivided

  tenant-in-common interest

  



 





















 


EXHIBIT C


 


FORM OF BOTTOM DOLLAR GUARANTEE


 





















 


Schedule 2(d)


 


EXISTING INDEBTEDNESS


 


	
  Property

  	
   

  	
  Existing Indebtedness

  
	
  601 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  Loan made by
  Heller Financial, Inc. in the original principal sum of $6,640,000.00,
  which loan is secured by a lien on the Property.

  
	
   

  	
   

  	
   

  
	
  799 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  Loan made by
  Allstate Life Insurance Company in the original principal sum of
  $6,350,000.00, which loan is secured by a lien on the Property.

  
	
   

  	
   

  	
   

  
	
  499 East Hampden
  Avenue

  Englewood, Colorado

  	
   

  	
  Loan made by
  Allstate Life Insurance Company in the original principal sum of
  $6,000,000.00, which loan is secured by a lien on the Property.

  
	
   

  	
   

  	
   

  
	
  6169 South
  Balsam Way

  Littleton, Colorado

  	
   

  	
  Loan made by
  Ameriprise Certificate Company in the original principal sum of
  $3,300,000.00, which loan is secured by a lien on the Property.

  
	
   

  	
   

  	
   

  
	
  6179 South
  Balsam Way

  Littleton, Colorado

  	
   

  	
  Loan made by
  Ameriprise Certificate Company in the original principal sum of
  $3,700,000.00, which loan is secured by a lien on the Property.

  
	
   

  	
   

  	
   

  
	
  26659 Pleasant
  Park Road

  Conifer, Colorado

  	
   

  	
  Loan made by
  Ameriprise Certificate Company in the original principal sum of
  $1,050,000.00, which loan is secured by a lien on the Property.