{"id":41885,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/appraisal-of-st-louis-comprehensive-and-ambulatory-care-facility.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"appraisal-of-st-louis-comprehensive-and-ambulatory-care-facility","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/appraisal-of-st-louis-comprehensive-and-ambulatory-care-facility.html","title":{"rendered":"Appraisal of St. Louis Comprehensive and Ambulatory Care Facility (St. Louis, MO) &#8211; Crescent Capital Trust Inc. and Valuation Counselors Group Inc."},"content":{"rendered":"<pre>\n                                AN APPRAISAL OF\n                          ST. LOUIS COMPREHENSIVE AND\n                            AMBULATORY CARE FACILITY\n                              ST. LOUIS, MISSOURI\n   2\n(LOGO)  VALUATION COUNSELORS GROUP, INC.\n\n        340 Interstate North Parkway\n        Atlanta, Georgia 30339\n        (404) 955-0088\n        (Fax) 955-0466\n\n\n\n\n                                                                   May 25, 1994\n\nCrescent Capital Trust, Incorporated                               \nOne Perimeter Park South, Suite 335-S                              \nBirmingham, Alabama  35243\n\nAttention:       Mr. John W. McRoberts\n                 President &amp; CFO\n\nGentlemen:\n\nIn accordance with your request, we are pleased to submit this appraisal report\ncovering the market value of the medical office building identified as follows:\n\n              ST. LOUIS COMPREHENSIVE AND AMBULATORY CARE FACILITY\n                            13303 TESSON FERRY ROAD\n                              ST. LOUIS, MISSOURI\n\nThe purpose of this valuation is to estimate the market value of the subject\nproperty's leased fee estate as of March 15, 1994, subject to a master lease\nfrom Surgical Health Corporation.  The report is to be used for asset valuation\npurposes in conjunction with financing.  Crescent Capital Trust, Incorporated\nis establishing a real estate investment trust (REIT) and the valuation assumes\nthat the prospective REIT is the owner of the property, with Surgical Health\nCorporation guaranteeing annual net rental income of $801,563 on a fifteen-year\nlease.\n\nThis appraisal investigation includes visits to the facility, discussions with\nthe current owners and management of the property, a review of available\nfinancial data, discussions with local brokers and government offices, and\nresearch and analysis of the market.\n\n\"Market value\" is defined as:\n\n         \"The most probable price which a property should bring in a\n         competitive and open market under all conditions requisite to a fair\n         sale, the buyer and seller each acting prudently and knowledgeably,\n         and assuming the price is not affected by undue stimulus.  Implicit in\n         this definition is the consummation of a sale as of a specified date\n         and the passing of title from seller to buyer under conditions\n         whereby:\n   3\nCrescent Capital Trust, Incorporated\nMay 25, 1994\nPage Two\n\n\n\n         o       Buyer and seller are typically motivated;\n\n         o       Both parties are well informed or well advised, and acting in\n                 what they consider their own best interests;\n\n         o       A reasonable time is allowed for exposure in the open market;\n\n         o       Payment is made in terms of cash in U.S. dollars or in terms\n                 of financial arrangements comparable thereto; and\n\n         o       The price represents the normal consideration for the property\n                 sold unaffected by special or creative financing or sales\n                 concessions granted by anyone associated with the sale.\"\n\n         [The Appraisal of Real Estate, p. 21, 10th Ed., published by \n         The Appraisal Institute.]\n\n\nThe subject property is a two-story outpatient surgery center containing 54,801\ngross square feet constructed in 1993, located on a 10.002-acre site.  The net\nleasable square feet is equal to its gross amount of 45,205 square feet.  A\ncritical assumption of our report is that the subject property will be complete\nprior to transfer to the REIT.\n\nIn arriving at the opinion expressed in this report, it is assumed that the\ntitle to the property is free and clear and held under responsible ownership.\nThe information furnished us by others is believed to be reliable, but no\nresponsibility for its accuracy is assumed.  The value reported herein is based\nupon the integrity of the information provided.\n\nBased upon the procedures, assumptions and conditions outlined in this report,\nwe estimate the market value of the leased fee interest in the St. Louis\nComprehensive and Ambulatory Care Facility, as of March 15, 1994, to be:\n\n                                   $7,400,000\n                                   ==========\n\nThis value estimate includes real property only, and excludes the value of any\nfurniture or equipment located within the property.\n   4\nCrescent Capital Trust, Incorporated\nMay 25, 1994\nPage Three\n\n\n\nWe have no responsibility to update our report for events and circumstances\noccurring after the date of this report.  Neither the whole, nor any part of\nthis appraisal or any reference thereto may be included in any document,\nstatement, appraisal or circular without Valuation Counselors Group, Inc.'s\nprior written approval of the form and context in which it appears.\n\nThis appraisal report consists of the following:\n\n         o       This letter outlining the services performed;\n\n         o       Certifications of the appraisers;\n\n         o       A Statement of Facts and Limiting Conditions;\n\n         o       A Summary of Salient Facts and Conclusions;\n\n         o       A Narrative section detailing the appraisal of the property;\n                 and\n\n         o       An Exhibit section containing supplementary data.\n\nA copy of this report and the working papers from which it was prepared will be\nkept in our files for eight years.\n\n                                                Respectfully submitted,\n\n                                                VALUATION COUNSELORS GROUP, INC.\n\n\n                                                \/s\/ Patrick J. Simers\n                                                -----------------------------\n                                                Patrick J. Simers\n                                                Managing Director\n\n   5\n                            APPRAISER CERTIFICATION\n\n\nI, the undersigned, do hereby certify that to the best of my knowledge and\nbelief:\n\n         The statements of fact contained in this report are true and correct.\n\n         The reported analyses, opinions, and conclusions are limited only by\n         the reported assumptions and limiting conditions and are our personal,\n         unbiased professional analyses, opinions, and conclusions.\n\n         I have no present or prospective interest in the property that is the\n         subject of this report, and have no personal interest or bias with\n         respect to the parties involved.\n\n         My compensation is not contingent on an action or event resulting from\n         the analyses, opinions, or conclusions in or the use of this report.\n\n         My analyses, opinions, and conclusions were developed, and this report\n         has been prepared in conformity with the requirements of the Code of\n         Professional Ethics, the Appraisal Institute, American Society of\n         Appraisers, and the Uniform Standards of Professional Appraisal\n         Practice.\n\n         The use of this report is subject to the requirements of the Appraisal\n         Institute and American Society of Appraisers relating to review by its\n         duly authorized representatives.\n\n         Jery L. Hunter made a personal inspection of the property that is the\n         subject of this report.  Patrick J. Simers has not made a personal\n         inspection of the property.\n\n         This assignment was made subject to regulations of the State of\n         Georgia Real Estate Appraisers Board.  The undersigned state certified\n         appraiser has met the requirements of the board that allow this report\n         to be regarded as a \"certified appraisal\".\n\n\n         \/s\/ Patrick J. Simers\n         -----------------------------------\n         Patrick J. Simers\n         Managing Director\n         Georgia Certificate No. 001977\n   6\n                   STATEMENT OF FACTS AND LIMITING CONDITIONS\n\n\nValuation Counselors Group, Inc. strives to clearly and accurately disclose the\nassumptions and limiting conditions that directly affect an appraisal analysis,\nopinion, or conclusion.  To assist the reader in interpreting this report, such\nassumptions are set forth as follows:\n\nAppraisals are performed, and written reports are prepared by, or under the\nsupervision of, members of the Appraisal Institute in accordance with the\nInstitute's Standard of Professional Practice and Code of Professional Ethics.\n\nAppraisal assignments are accepted with the understanding that there is no\nobligation to furnish services after completion of the original assignment.  If\nthe need for subsequent services related to an appraisal assignment (e.g.,\ntestimony, updates, conferences, reprint or copy services) is contemplated,\nspecial arrangements acceptable to Valuation Counselors Group, Inc. must be\nmade in advance.  Valuation Counselors Group, Inc. reserves the right to make\nadjustments to the analysis, opinions and conclusions set forth in the report\nas we may deem necessary by consideration of additional or more reliable data\nthat may become available.\n\nNo opinion is rendered as to legal fee or property title, which are assumed to\nbe good and marketable.  Prevailing leases, liens and other encumbrances,\nincluding internal and external environmental conditions and structural\ndefects, if any, have been disregarded, unless otherwise specifically stated in\nthe report.  Sketches, maps, photographs, or other graphic aids included in\nappraisal reports are intended to assist the reader in ready identification and\nvisualization of the property and are not intended for technical purposes.\n\nIt is assumed that:  no opinion is intended in matters that require legal,\nengineering, or other professional advice which has been or will be obtained\nfrom professional sources; the appraisal report will not be used for guidance\nin legal or professional matters exclusive of the appraisal and valuation\ndiscipline; there are no concealed or dubious conditions of the subsoil or\nsubsurface waters including water table and floodplain, unless otherwise noted;\nthere are no regulations of any government entity to control or restrict the\nuse of the property unless specifically referred to in the report; and the\nproperty will not operate in violation of any applicable government\nregulations, codes, ordinances or statutes.\n\nIn the absence of competent technical advice to the contrary, it is assumed\nthat the property being appraised is not adversely affected by concealed or\nunapparent hazards, such as, but not limited to, asbestos, hazardous or\ncontaminated substances, toxic waste or radioactivity.  The appraiser is not\nqualified to detect such substances.\n   7\n                   STATEMENT OF FACTS AND LIMITING CONDITIONS\n\n\nNo engineering survey has been made by the appraiser.  Except as specifically\nstated, data relative to size and area were taken from sources considered\nreliable, and no encroachment of real property improvements is considered to\nexist.\n\nInformation furnished by others is presumed to be reliable, and where so\nspecified in the report, has been verified; however, no responsibility, whether\nlegal or otherwise, is assumed for its accuracy, and cannot be guaranteed as\nbeing certain.  All facts and data set forth in the report are true and\naccurate to the best of Valuation Counselors Group, Inc.'s knowledge and\nbelief.  No single item of information was completely relied upon to the\nexclusion of other information.\n\nIt should be specifically noted by any prospective mortgagee that the appraisal\nassumes that the property will be competently managed, leased, and maintained\nby financially sound owners over the expected period of ownership.  This\nappraisal engagement does not entail an evaluation of management's or owner's\neffectiveness, nor are we responsible for future marketing efforts and other\nmanagement or ownership actions upon which actual results will depend.\n\nNo effort has been made to determine the impact of possible energy shortages or\nthe effect on this project of future federal, state or local legislation,\nincluding any environmental or ecological matters or interpretations thereof.\n\nThe date of the appraisal to which the value estimate conclusions apply is set\nforth in the letter of transmittal and within the body of the report.  The\nvalue is based on the purchasing power of the United States dollar as of that\ndate.\n\nNeither the report nor any portions thereof, especially any conclusions as to\nvalue, the identity of the appraiser, or Valuation Counselors Group, Inc.,\nshall be disseminated to the public through public relations media, news media,\nsales media or any other public means of communications without the prior\nwritten consent and approval of Valuation Counselors Group, Inc.\n\nUnless otherwise noted, Valuation Counselors Group, Inc. assumes that there\nwill be no changes in tax regulations.\n\nNo significant change is assumed in the supply and demand patterns indicated in\nthe report.  The appraisal assumes market conditions observed as of the current\ndate of our market research stated in the letter of transmittal.  These market\nconditions are believed to be correct; however, the appraisers assume no\nliability should market conditions materially change because of unusual or\nunforeseen circumstances.\n   8\n                   STATEMENT OF FACTS AND LIMITING CONDITIONS\n\n\nThe report and the final estimate of value and the prospective financial\nanalyses included therein are intended solely for the information of the person\nor persons to whom they are addressed, solely for the purposes stated and\nshould not be relied upon for any other purpose.  Any allocation of total price\nbetween land and the improvements as shown is invalidated if used separately or\nin conjunction with any other report.\n\nThis report assumes that the property is in compliance with the various\nrequirements of the Americans with Disabilities Act (ADA) or that the cost of\ncompliance is minimal.  As appraisers, we are not qualified to determine\ncompliance with ADA, and this report does not consider any effects of the ADA\non the value of the property.\n\nA copy of this report and the working papers from which it was prepared will be\nkept in our files for eight years.\n   9\n                    SUMMARY OF SALIENT FACTS AND CONCLUSIONS\n\n\n\n\n<\/pre>\n<table>\n<s>                                        <c><br \/>\nGENERAL DATA<\/p>\n<p>Effective Date of Value:                   March 15, 1994<\/p>\n<p>Property Identification:                   St. Louis Comprehensive and Ambulatory Care Facility.<\/p>\n<p>Property Location:                         13303 Tesson Ferry Road, St. Louis, Missouri<\/p>\n<p>Interest Appraised:                        Leased Fee Estate<\/p>\n<p>Gross Building Area:                       54,801 square feet<\/p>\n<p>Net Leasable Area:                         45,205 square feet<\/p>\n<p>Land Size:                                 Approximately 435,687 square feet, or 10.002 acres<\/p>\n<p>Improvements Description:                  A two-story building anticipated to be complete and occupied by May 1994.<\/p>\n<p>Physical Occupancy Percentage:             92.16%<\/p>\n<p>CONCLUSIONS<\/p>\n<p>Cost Approach:                             $7,400,000<\/p>\n<p>Sales Comparison Approach:                 $7,124,000<\/p>\n<p>Income Approach:                           $7,456,000<\/p>\n<p>Final Value Estimate:                      $7,400,000<br \/>\n                                           ==========<br \/>\n<\/c><\/s><\/table>\n<p>   10<\/p>\n<table>\n<caption>\n                                             TABLE OF CONTENTS<br \/>\n<s>                                                                                              <c><br \/>\n                                                                                                 Page<\/p>\n<p>Transmittal Letter<br \/>\nAppraiser Certifications<br \/>\nStatement of Facts and Limiting Conditions<br \/>\nSummary of Salient Facts and Conclusions                    <\/p>\n<p>INTRODUCTION                                                                                        1<br \/>\n     Property Identification                                                                        1<br \/>\n     Purpose and Effective Date of the Appraisal                                                    1<br \/>\n     Function of the Appraisal                                                                      1<br \/>\n     Scope of the Appraisal                                                                         1<br \/>\n     Property Rights Appraised                                                                      2<br \/>\n     Definition of Value                                                                            2<br \/>\n     Estimated Marketing Period                                                                     3<br \/>\n     History of the Property                                                                        3<br \/>\n     History and Nature of the Business Environment                                                 3<br \/>\n     Reasonable Exposure Time                                                                       6<\/p>\n<p>DESCRIPTIVE DATA                                                                                    7<br \/>\n     Regional and City Analysis                                                                     7<br \/>\n     Office Market Data &#8211; St. Louis Area                                                           11<br \/>\n     Neighborhood Description                                                                      15<br \/>\n     Zoning                                                                                        17<br \/>\n     Real Estate Taxes and Assessments                                                             18<br \/>\n     Subject Property Description                                                                  19<br \/>\n     Improvements Description                                                                      21<\/p>\n<p>HIGHEST AND BEST USE                                                                               23<\/p>\n<p>VALUATION SECTION                                                                                  26<br \/>\n     Valuation Methodology                                                                         26<br \/>\n     Cost Approach                                                                                 27<br \/>\n     Sales Comparison Approach                                                                     40<br \/>\n     Income Approach                                                                               50<\/p>\n<p>CORRELATION AND CONCLUSION                                                                         52<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>   11<br \/>\n                               TABLE OF CONTENTS<\/p>\n<p>EXHIBIT SECTION<\/p>\n<p>Exhibit A    &#8211;    Professional Qualifications<br \/>\nExhibit B    &#8211;    Legal Description<br \/>\nExhibit C    &#8211;    Subject Location Map<br \/>\nExhibit D    &#8211;    Land Sales Location Map<br \/>\nExhibit E    &#8211;    Improved Sales Location Map<br \/>\nExhibit F    &#8211;    Site Plan<br \/>\nExhibit G    &#8211;    Building Description and Summary of Value<br \/>\nExhibit H    &#8211;    Land Improvements Description<br \/>\nExhibit I    &#8211;    Lease Comparables Summary<br \/>\nExhibit J    &#8211;    Improved Sales Comparables Summary<br \/>\nExhibit K    &#8211;    Subject Photographs<\/p>\n<p>   12<br \/>\n                                  INTRODUCTION<\/p>\n<p>PROPERTY IDENTIFICATION<\/p>\n<p>The subject of this appraisal, known as St. Louis Comprehensive and Ambulatory<br \/>\nCare Facility, is a 54,801 square foot medical office facility located at 13303<br \/>\nTesson Ferry Road, St. Louis, Missouri.  The building is anticipated to be<br \/>\ncomplete in May 1994.  It is presently 92.16 percent pre-leased.  The building<br \/>\ncontains 45,205 net rentable square feet.<\/p>\n<p>PURPOSE AND EFFECTIVE DATE OF THE APPRAISAL<\/p>\n<p>The purpose of this appraisal is to estimate the market value of the real<br \/>\nproperty identified above.  The effective date of valuation is March 15, 1994.<br \/>\nThe date of the appraisal report is March 25, 1994.<\/p>\n<p>FUNCTION OF THE APPRAISAL<\/p>\n<p>The report is to be used for asset valuation purposes in conjunction with<br \/>\nfinancing.  Crescent Capital Trust, Incorporated is establishing a real estate<br \/>\ninvestment trust (REIT).  It is our understanding that the REIT will involve<br \/>\nmortgage financing.<\/p>\n<p>SCOPE OF THE APPRAISAL<\/p>\n<p>This appraisal engagement includes all three of the standard valuation<br \/>\napproaches and is in conformity with the requirements of the Code of<br \/>\nProfessional Ethics and Standards of Professional Practice of the Appraisal<br \/>\nInstitute and Society of Real Estate Appraisers.  The scope of our assignment<br \/>\nincluded collecting, verifying and analyzing market and property data<br \/>\napplicable to the three approaches and consistent with the property&#8217;s highest<br \/>\nand best use.  The results of the three approaches are then reconciled into a<br \/>\nfinal value conclusion considering the relevancy and quality of data presented<br \/>\nin each of the approaches.<\/p>\n<p>                                      -1-<br \/>\n   13<br \/>\nPROPERTY RIGHTS APPRAISED<\/p>\n<p>The property right appraised herein is the Leased Fee Estate.<\/p>\n<p>&#8220;Leased Fee Estate&#8221; is:<\/p>\n<p>         &#8220;an ownership held by the landlord with the right of use and occupancy<br \/>\n         conveyed by lease to others; the rights of lessor (the leased fee<br \/>\n         owner) and leased fee are specified by contract terms contained within<br \/>\n         the lease.&#8221;<\/p>\n<p>         [The Appraisal of Real Estate, p. 123, 10th Ed., published by The<br \/>\n         Appraisal Institute.]<\/p>\n<p>DEFINITION OF VALUE<\/p>\n<p>For the purpose of this valuation, &#8220;market value&#8221; is defined as follows:<\/p>\n<p>         &#8220;The most probable price which a property should bring in a<br \/>\n         competitive and open market under all conditions requisite to a fair<br \/>\n         sale, the buyer and seller each acting prudently and knowledgeably,<br \/>\n         and assuming the price is not affected by undue stimulus.  Implicit in<br \/>\n         this definition is the consummation of a sale as of a specified date<br \/>\n         and the passing of title from seller to buyer under conditions<br \/>\n         whereby:<\/p>\n<p>         o       Buyer and seller are typically motivated;<\/p>\n<p>         o       Both parties are well informed or well advised, and acting in<br \/>\n                 what they consider their own best interests;<\/p>\n<p>         o       A reasonable time is allowed for exposure in the open market;<\/p>\n<p>         o       Payment is made in terms of cash in U.S. dollars or in terms<br \/>\n                 of financial arrangements comparable thereto; and<\/p>\n<p>         o       The price represents the normal consideration for the property<br \/>\n                 sold unaffected by special or creative financing or sales<br \/>\n                 concessions granted by anyone associated with the sale.&#8221;<\/p>\n<p>         [The Appraisal of Real Estate, p. 21, 10th Ed., published by The<br \/>\n         Appraisal Institute].<\/p>\n<p>                                      -2-<br \/>\n   14<br \/>\nESTIMATED MARKETING PERIOD<\/p>\n<p>As completed, the subject property is best suited for multi-tenant<br \/>\nmedical-related occupancy.  Given the existing balance of supply and demand for<br \/>\nmedical-related buildings in the St. Louis metropolitan area, we estimate the<br \/>\nmarketing period of the subject is between six and eight months.<\/p>\n<p>HISTORY OF THE PROPERTY<\/p>\n<p>Ownership<\/p>\n<p>According to public records on file at the St. Louis County Recorder of Deeds<br \/>\noffice, the subject property is currently owned by Tesson Ferry Medical<br \/>\nEquities L.P., a Missouri limited partnership.  The property&#8217;s land was<br \/>\nacquired on November 10, 1992 from Louis &amp; Rhoda M. Laudel, William H. &amp; Kathleen M. Laudel, Herbert &amp; Margaret H. Laudel, Albert &amp; Barbara R. Laudel<br \/>\nand Bernadine &amp; Kenneth Kuhn.  This sale transaction is recorded in Deed Book<br \/>\n9512, Page 1130 and represents the only sale transaction within the past five<br \/>\nyears.<\/p>\n<p>HISTORY AND NATURE OF THE BUSINESS ENVIRONMENT<\/p>\n<p>United States Economic Performance and Outlook<\/p>\n<p>The value of the business enterprise is influenced by potential returns<br \/>\navailable from alternative investments.  These return expectations are affected<br \/>\nby economic conditions as they impact the ability of a business enterprise to<br \/>\ngenerate a return on its invested capital.  Perhaps the most important economic<br \/>\nindicator affecting potential investor returns is the aggregate demand for<br \/>\ngoods and services.  Aggregate demand is measured by a country&#8217;s Gross Domestic<br \/>\nProduct (GDP), which is the sum of all domestic expenditures for consumption,<br \/>\ngovernment services, and net exports.<\/p>\n<p>The United States economy has been in a period of slow economic growth, but the<br \/>\nrate of growth appears to have increased in recent months.  Gross Domestic<br \/>\nProduct (GDP) increased at a 2.1 percent annual rate during 1992 after<br \/>\ndeclining (1.2%) during 1991.<\/p>\n<p>                                      -3-<br \/>\n   15<br \/>\nThe GDP was 0.7 percent and 1.6 percent, respectively, for the first and second<br \/>\nquarters of 1993, and an estimated 4.0 percent for the fourth quarter of 1993.<\/p>\n<p>The components of GDP indicate that the economic recovery is affecting many<br \/>\nsectors of the economy.  Personal consumption expenditures, which account for<br \/>\napproximately two-thirds of GDP, rose only 1.3 percent during the first half of<br \/>\n1993.  Non- Residential Fixed Investment advanced 2.2 percent and Residential<br \/>\nFixed Investment grew 1.7 percent.  Federal Government Purchases declined<br \/>\n(0.6%) over the same period.  Federal Government Purchases account for 7.2<br \/>\npercent of the total GDP, and this decline is limited to the rate of overall<br \/>\nGDP growth.<\/p>\n<p>The value of the business enterprise is also affected by the current and<br \/>\nexpected levels of inflation and interest rates.  Inflation creates uncertainty<br \/>\nin the mind of investors as they attempt to estimate future investment returns.<br \/>\nThis uncertainty is incorporated into both the required return on equity and<br \/>\ndebt capital.  The Federal Reserve has warned, however, that interest rates<br \/>\nwill be pushed higher if inflation begins to show signs of &#8220;heating up&#8221;.<\/p>\n<p>The economic downturn in the early 1990s resulted in sharply lower inflation.<br \/>\nThe Consumer Price Index (CPI) ended 1992 with a 3.0 percent increase compared<br \/>\nto a 4.2 percent increase during 1991.  The CPI for 1993 is currently estimated<br \/>\nat 3.3 percent.  The GDP Deflator, a much broader price level index, ended 1992<br \/>\nwith a 2.6 percent annual increase compared to a 4.0 percent increase during<br \/>\n1991.  The GDP Deflator is currently estimated at 2.5 percent for 1993.<\/p>\n<p>The Federal Reserve Bank has adopted a relatively easier monetary policy as a<br \/>\nresult of the recession.  Interest rates, as represented by long-term Treasury<br \/>\nbond yields, declined approximately ten basis points compared to rates existing<br \/>\na year earlier.  Long-term  corporate bond rates have also decreased and the<br \/>\nFederal Reserve&#8217;s discount rate reductions have prompted commercial banks to<br \/>\nlower their prime lending rate to 6.0 percent.  Selected monetary statistics<br \/>\nare presented in the following table.<\/p>\n<p>                                      -4-<br \/>\n   16<br \/>\n                    INTEREST RATES AND SELECTED STATISTICS<\/p>\n<table>\n<caption>\n                                                    JANUARY 6, 1994        JANUARY 2, 1992<\/p>\n<p>      <s>                                                <c>                     <c><br \/>\n      Federal Fund Rate                                  3.0%                    3.9%<br \/>\n      90-Day Treasury Bill Rate                          3.1%                    3.9%<br \/>\n      30-Year Treasury Bond                              6.4%                    7.5%<br \/>\n      Aaa Bond Yield                                     6.9%                    8.2%<br \/>\n      Prime Rate                                         6.0%                    6.5%<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>Economic Outlook<\/p>\n<p>According to Value Line&#8217;s Quarterly Economic Review, dated December 24, 1993,<br \/>\nthe economic recovery is now 2.5 years old, but shows much slower growth than<br \/>\nnormal for a mature recovery.  Among factors cited by Value Line for<br \/>\ncontributing to the recent slow growth are &#8220;high debt, stagnant personal<br \/>\nincome, low consumer confidence and a troubling unemployment rate&#8221;.  Recent<br \/>\nimprovements have focussed on the auto, machinery, steel, housing and specialty<br \/>\nretailer market segments.  Value Line cautions, however, that the recent<br \/>\nimprovements in the economy are being limited by a slow job growth base.  Value<br \/>\nLine&#8217;s Quarterly Economic Review identified the following estimates for<br \/>\nselected economic statistics from 1993 to 1995.<\/p>\n<table>\n<caption>\n                                                          1993           1994           1995<\/p>\n<p>      <s>                                                <c>            <c>            <c><br \/>\n      Real GDP                                            2.6%           3.3%           3.3%<br \/>\n      Personal Consumption Expenditures                   3.0%           2.7%           2.3%<br \/>\n      Federal Government Purchases                       (4.8%)         (5.8%)         (4.0%)<br \/>\n      30-Year Treasury Bond Yields                        6.6%           6.6%           6.8%<br \/>\n      Prime Rate                                          6.0%           6.2%           6.4%<br \/>\n      Consumer Price Index                                3.1%           3.2%           3.3%<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>In summary, these factors play an important part in determining the supply and<br \/>\ndemand for real property, and, indirectly, the value of properties.  Most of<br \/>\nthe forces discussed above are indicating an on-going soft demand for many<br \/>\ntypes of commercial real estate.  This soft demand has caused some property<br \/>\nvalues to remain flat and some to decline.<\/p>\n<p>                                      -5-<br \/>\n   17<br \/>\nThe lower interest rates in recent periods, however, are serving to stabilize<br \/>\ncommercial property values.<\/p>\n<p>REASONABLE EXPOSURE TIME<\/p>\n<p>The Appraisal Foundation defines &#8220;Exposure Time&#8221; as follows:<\/p>\n<p>         &#8220;The estimated length of time the property interest being appraised<br \/>\n         would have been offered on the market prior to the hypothetical<br \/>\n         consummation of a sale at market value on the effective date of the<br \/>\n         appraisal; a retrospective estimate based upon an analysis of past<br \/>\n         events assuming a competitive and open market.  Exposure Time is<br \/>\n         different for various types of real estate and under various market<br \/>\n         conditions.  It is noted that the overall concept of reasonable<br \/>\n         exposure encompasses not only adequate, sufficient and reasonable time<br \/>\n         but also adequate, sufficient and reasonable effort.  This statement<br \/>\n         focusses on the time component.&#8221;<\/p>\n<p>         [Statement on Appraisal Standards No. 6 (SMT-6) from the Appraisal<br \/>\n         Foundation].<\/p>\n<p>It is our opinion, based on an analysis of comparable sales and market<br \/>\ntransactions, that a reasonable exposure time for the subject property type, at<br \/>\nthe appraised market value, is six to eight months.<\/p>\n<p>                                      -6-<br \/>\n   18<br \/>\n                                DESCRIPTIVE DATA<\/p>\n<p>REGIONAL AND CITY ANALYSIS<\/p>\n<p>The subject property is located in the City of St. Louis, St. Louis County,<br \/>\nMissouri.  More specifically, the property is located in the western central<br \/>\nsection of the city.<\/p>\n<p>The City of St. Louis is located within the St. Louis Consolidated Metropolitan<br \/>\nStatistical Area (CMSA).  The CMSA is located near both the geographic and<br \/>\npopulation centers of the United States and has a current population of<br \/>\n1,942,000.  The 1980 census indicated that the St. Louis consolidated area had<br \/>\nexperienced a population decline since 1970, however, the 1990 census indicated<br \/>\nthat the population has recovered somewhat during more recent years with the<br \/>\nSt. Louis CMSA currently ranked fifteenth in population in the nation.  The St.<br \/>\nLouis regional population was 2,444,000 at the 1990 census reporting period.<br \/>\nThis level reflects an increase of approximately 67,000 people, or 2.8 percent,<br \/>\nsince the 1980 census.  The current population is reported at 2,452,000.<\/p>\n<p>Population growth figures, both actual and projected, for the Missouri counties<br \/>\nof the St. Louis CMSA and City of St. Louis, are as follows:<\/p>\n<table>\n<caption>\n                                              Actual                                      Projected  <\/p>\n<p>                            1960             1970            1980            1990           2000<\/p>\n<p>   <s>                      <c>             <c>             <c>              <c>           <c><br \/>\n   St. Louis                703,532         951,353         974,177          993,529       1,035,852<br \/>\n   St. Charles               52,970          95,954         144,107          212,907         250,797<br \/>\n   Jefferson                 66,377         105,248         146,183          171,380         201,880<br \/>\n   Franklin                  44,566          55,116          71,233           80,603          91,117<br \/>\n   St. Louis City           750,026         622,236         452,804          396,685         357,971<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>According to the above population table, St. Charles County had the greatest<br \/>\nincrease in population of the Missouri counties in the CMSA and the City of St.<br \/>\nLouis.  Additionally, St. Charles County has the greatest growth rate of all<br \/>\ncounties in the state of Missouri.  The 47.7 percent increase is attributable<br \/>\nto the three largest incorporated areas in St. Charles County, St. Peters, St.<br \/>\nCharles and O&#8217;Fallon, ranked first, third and fifth, respectively, in the top<br \/>\nten total gain increase in population of incorporated areas.<\/p>\n<p>                                      -7-<br \/>\n   19<br \/>\nReciprocally, the City of St. Louis ranked first of the bottom 10 incorporated<br \/>\nplaces in Missouri that had a loss in population.<\/p>\n<p>The Missouri portion of the CMSA area is located on the eastern edge of the<br \/>\nstate of Missouri near the confluence of the Missouri and Mississippi Rivers.<br \/>\nThis site was originally chosen by French traders in the mid-1700s because of<br \/>\nits favorable location on the waterway system of the central North American<br \/>\ncontinent.  Their foresight and vision have been vindicated by the fact that<br \/>\nover 200 years have passed and St. Louis is still the leading port on the<br \/>\nMississippi River, second largest rail hub and sixth busiest air traffic point<br \/>\nin the nation.  These location factors also make it a major industrial center.<br \/>\nThe port of St. Louis is the busiest inland port in the nation.  In addition,<br \/>\nthe St. Louis district constitutes the second largest railroad terminal in the<br \/>\ncountry, surpassed only by Chicago.  The CMSA of St. Louis is served by  14<br \/>\ntrunk-line railroads and five switching lines, with Amtrak providing passenger<br \/>\nservice to a variety of cities throughout the nation.  Trucking service is<br \/>\navailable with more than 200 common carrier truck lines and numerous local<br \/>\nlines operating in the area.  Four interstate highways serve the area, with<br \/>\nInterstate 70 linking Washington, D.C. with the west via Kansas City and<br \/>\nDenver; Interstate 55 running from Chicago to New Orleans; Interstate 44<br \/>\nconnecting St. Louis with Interstate 40 at Oklahoma City and continuing through<br \/>\npoints southwest to Los Angeles, and Interstate 64 traveling inland from<br \/>\nVirginia to St. Louis.  Additionally, Interstates 270 and 255 serve as<br \/>\ncircumferential highways in the metropolitan area.<\/p>\n<p>Airline service is available from Lambert &#8211; St. Louis International Airport.<br \/>\nTen scheduled passenger airlines, three commuter lines, one all-cargo airline,<br \/>\ntwo air freight cartage agents and 14 air freight forwarders operate from the<br \/>\nairport.  In addition to Lambert-St. Louis International Airport, there are six<br \/>\ngeneral aviation airports serving the area.<\/p>\n<p>The area enjoys a diversified economy, being a major financial, manufacturing,<br \/>\ntelecommunications, and trade and distribution center serving the central<br \/>\nUnited States.  St. Louis is headquarters for six of the Fortune 100<br \/>\ncorporations and ten of the Fortune 500 companies.<\/p>\n<p>                                      -8-<br \/>\n   20<br \/>\nThe following are the largest employers in the St. Louis CMSA area with their<br \/>\nrespective number of employees:<\/p>\n<p>                                                                Number of<br \/>\n        Company                                                 Employees  <\/p>\n<p>        McDonnell Douglas                                        30,000<br \/>\n        Scott Air Base, IL                                       13,512<br \/>\n        McDonald&#8217;s Restaurant                                    13,279<br \/>\n        Schnuck Markets, Inc.                                    12,000<br \/>\n        Southwestern Bell                                        10,800<br \/>\n        U.S. Postal Service                                      10,442<br \/>\n        Washington University                                     8,013<br \/>\n        Trans World Airlines                                      7,463<br \/>\n        Barnes Hospital                                           7,025<br \/>\n        National Supermarkets                                     6,890<br \/>\n        St. Louis University                                      6,685<br \/>\n        May Department Stores                                     6,500<br \/>\n        St. Louis Board of Education                              6,127<br \/>\n        SSM Health Care Systems                                   6,000<br \/>\n        Sisters of Mercy Health System                            5,714<\/p>\n<p>As indicated above, the area&#8217;s largest employer is McDonnell Douglas<br \/>\nCorporation, with approximately 30,000 St. Louis area employees.  Other<br \/>\nnationwide firms headquartered in the area include Anheuser-Busch Co., Inc.,<br \/>\nRalston Purina Company, Pet, Inc., Peabody Coal Company, and Graybar Electric.<\/p>\n<p>In addition to their headquarters, and research and chemical manufacturing<br \/>\nfacilities, international high tech giant Monsanto also established a major<br \/>\nsilicon chip manufacturing facility in the area, since sold to a German combine<br \/>\nand know as Monsanto Electronic Materials Corporation (MEMC).  Furthermore, the<br \/>\nSt. Louis area is second only to Detroit in automobile manufacturing.<\/p>\n<p>                                      -9-<br \/>\n   21<br \/>\nIt should be noted that there is no one dominant segment of the economy; it is<br \/>\na diverse employment base.  As indicated by the following table, each industry<br \/>\nis well represented in the St. Louis MSA.<\/p>\n<table>\n                                                     Employment &#8211; St. Louis, MSA<br \/>\n                                                              June, 1993  <\/p>\n<caption>\n                                                                          Total          Percentage<br \/>\n                                                                        Employment        of Total <\/p>\n<p>         <s>                                                           <c>                  <c><br \/>\n         Construction &amp; Mining                                            50,400              4.4<br \/>\n         Manufacturing                                                   193,600             16.8<br \/>\n         Transportation &amp; Public Utilities                                77,700              6.7<br \/>\n         Trade                                                           280,400             24.3<br \/>\n         Finance, Insurance &amp; Real Estate                                 73,900              6.4<br \/>\n         Services                                                        344,300             29.9<br \/>\n         Government                                                      131,900             11.4<br \/>\n                                                                       &#8212;&#8212;&#8212;            &#8212;&#8211;<br \/>\n         Total                                                         1,152,200            100.0<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>In keeping with the national trend of the times, the manufacturing sector,<br \/>\nhistorically a strong one in St. Louis, is losing ground to service-based<br \/>\nindustries.  Between 1983 and 1987, non-manufacturing employment increased at<br \/>\nan annual compound rate of approximately 3.6 percent, while Department of Labor<br \/>\nfigures show employment in manufacturing industries decreased approximately 1.1<br \/>\npercent.<\/p>\n<p>According to Employment Security, a division of the Missouri Department of<br \/>\nLabor and Industrial Relations, the St. Louis Metropolitan area, as of June,<br \/>\n1993 had a civilian labor force of 1,285,504 people with a total employment of<br \/>\n1,209,658.  The unemployment rate, currently 5.9 percent, is down from 6.5<br \/>\npercent for the same reporting period in 1993.  The current unemployment rate<br \/>\nof 5.9 percent for the state of Missouri is also down, from 6.3 percent, for<br \/>\nthe same reporting period in 1992.<\/p>\n<p>In summary, the St. Louis CMSA is a progressive and active market area with a<br \/>\nwell-diversified and stable economic base.  The migration and in-migration<br \/>\npatterns are typical of those in other large CMSAs with active suburban areas.<br \/>\nIt is our opinion that the area will continue to maintain and encourage an<br \/>\nincreasing development pace, and that the general economy and property values<br \/>\nwill start to realize and experience moderate growth for the foreseeable<br \/>\nfuture.<\/p>\n<p>                                      -10-<br \/>\n   22<br \/>\nOFFICE MARKET DATA &#8211; ST. LOUIS AREA<\/p>\n<p>The St. Louis area office market is segmented into six markets, downtown,<br \/>\nClayton, west county, south county, north county and  St.  Charles.<\/p>\n<p>In 1993 the six office markets combined had a total of 38,336,000 square feet<br \/>\nof net rentable office area with 6,977,000 square feet available indicating an<br \/>\noverall average occupancy of 81.8 percent.  The following table illustrates the<br \/>\noffice space summary for the six markets:<\/p>\n<table>\n<caption>\n                                   1993 OFFICE SPACE FOR ST. LOUIS AREA<br \/>\n                                        (SQUARE FEET IN THOUSANDS)<\/p>\n<p>                                                   NET              AVAILABLE            AVERAGE<br \/>\n                                                RENTABLE             RENTABLE           OCCUPANCY<br \/>\n          MARKET SECTOR                         AREA (SF)           AREA (SF)            PERCENT<\/p>\n<p>          <s>                                    <c>                  <c>                  <c><br \/>\n          Downtown                               14,834               3,931                73.5<br \/>\n          Clayton                                 4,564                 758                83.4<br \/>\n          West County                            13,572               1,656                87.8<br \/>\n          South County                            2,099                 168                92.0<br \/>\n          North County                            2,895                 428                85.2<br \/>\n          St. Charles                               402                  28                93.1<br \/>\n          TOTAL                                  38,366               6,969                81.8<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>The above table reflects the net rentable area and available rentable<br \/>\narea and resulting average occupancy for all types of office space in<br \/>\nthe St. Louis area.  As indicated, the downtown market, the largest<br \/>\nof the office markets, has the greatest vacancy rate at 26.5 percent.<br \/>\nThe remaining markets combined, comprising the suburban market, has a<br \/>\nvacancy rate of 12.9 percent.  The market area the subject property<br \/>\nis located in, the south county market, reported a vacancy rate for<br \/>\nall types of office area of 8 percent.<\/p>\n<p>The majority of the occupancy rates reported reflect an increase from the<br \/>\nprevious reporting period.  Overall, the metropolitan area is seeing little or<br \/>\nno new construction resulting in office area vacancies going down.<br \/>\nAdditionally, by occupying existing buildings the rental rates are starting to<br \/>\nincrease after having been stable for the past<\/p>\n<p>                                      -11-<br \/>\n   23<br \/>\ntwo years; according to building owners these rates are starting to reach a<br \/>\nreasonable level.<\/p>\n<p>In 1993, office rental rates were low prompting tenants to absorb large<br \/>\ncontiguous blocks of office space.  The complete shut-down of speculative<br \/>\noffice construction, combined with positive net absorption, continues to reduce<br \/>\nthe available number of large contiguous blocks of space.  No other market<br \/>\ncharacteristic seems to surprise tenants more than the limited selection of<br \/>\nClass A buildings with large contiguous blocks of space available.  The<br \/>\ndwindling supply of large blocks of Class A space is most apparent in suburban<br \/>\nSt. Louis County.  After hitting a peak of 16 blocks in 1992 only 7 blocks of<br \/>\n20,000 square feet of contiguous Class A space were available by mid-1993.<br \/>\nAccording to the Turley Martin Office Report &#8220;the market is already tight for<br \/>\nlarge tenants and is limited for mid-size tenants.  As a result, owners with<br \/>\nlarger blocks of space in some sub-markets are setting higher lease rates.&#8221;<br \/>\nThe following table illustrates the Class A office space summary for the six<br \/>\nmarkets comprising the St. Louis area office market:<\/p>\n<table>\n<caption>\n                            1993 CLASS A OFFICE SPACE FOR ST. LOUIS AREA<br \/>\n                                   (SQUARE FEET IN THOUSANDS)<\/p>\n<p>                                                 NET              AVAILABLE            AVERAGE<br \/>\n                                              RENTABLE             RENTABLE           OCCUPANCY<br \/>\n        MARKET SECTOR                         AREA (SF)           AREA (SF)            PERCENT<\/p>\n<p>        <s>                                    <c>                  <c>                  <c><br \/>\n        Downtown                                7,282               1,027                85.9<br \/>\n        Clayton                                 3,232                 514                84.1<br \/>\n        West County                             7,786                 926                88.1<br \/>\n        South County                              718                  13                98.2<br \/>\n        North County                            1,731                 242                86.0<br \/>\n        St. Charles                               109                   8                93.1<br \/>\n        TOTAL                                  20,858               2,730                86.9<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>As indicated above, Class A office space approximates 54 percent of all office<br \/>\nspace in the St. Louis area.  The Clayton area, the seat of St. Louis County,<br \/>\nhas the highest concentration of Class A office space while St. Charles,<br \/>\ngeographically divided from St.  Louis County by the Missouri River, has the<br \/>\nleast amount of Class A office space.<\/p>\n<p>                                      -12-<br \/>\n   24<br \/>\nSouth St. Louis County, the area the subject property is located in, has the<br \/>\nsecond lowest amount of Class A office space.<\/p>\n<p>The overall average occupancy rate for Class A office space in the St. Louis<br \/>\narea is 86.9 percent compared with 81.8 percent of all office space.  Clayton,<br \/>\nthe area with the highest concentration of Class A office space has the lowest<br \/>\naverage occupancy at 84.1 percent while South County has the highest occupancy<br \/>\nrate at 98.2 percent.  As indicated by the second lowest amount of Class A<br \/>\nspace and the highest occupancy rate the South St. Louis County area has a good<br \/>\nbalance of supply and demand favoring the building owners.<\/p>\n<p>With little or no new office building construction it is expected that<br \/>\noccupancy rates throughout the St. Louis area will continue to increase.<\/p>\n<p>The increasing occupancy rates have had a positive affect on rental rates as<br \/>\nwell.  With the decreasing supply of office space building owners are having to<br \/>\nmake less concessions than before to attract tenants.  Asking rental rates in<br \/>\nClass A buildings typically range from $16 to $22 per square foot for full<br \/>\nservice.  At one time, substantial concessions were decreasing the asking rents<br \/>\nby up to 30 percent over a five to seven-year lease.  According to the 1993<br \/>\nUrban Land Institute Profiles standard lease terms for new office space for the<br \/>\nSt. Louis area are:<\/p>\n<p>        Original Lease Length:   Five years <\/p>\n<p>        Number of Renewals:      One<\/p>\n<p>        Length of Renewal Term:  Five years <\/p>\n<p>        Free Rent:               None, however substantial services are<br \/>\n                                 included in base rent.  <\/p>\n<p>        Escalation Clauses:      Rents adjusted annually by operating expenses. <\/p>\n<p>        Tenant Improvement<br \/>\n        Allowances:              $12 &#8211; $14 per square foot over the life of<br \/>\n                                 the lease.  <\/p>\n<p>        Pass-Through Expenses:   Taxes, insurance, utilities, common area<br \/>\n                                 maintenance above base amount or base year.<\/p>\n<p>                                      -13-<br \/>\n   25<br \/>\n         Concessions:            15-30 percent off face rent, extra tenant<br \/>\n                                 improvement allowance, moving expenses.<\/p>\n<p>As indicated above, the asking rental rates in Class A office buildings is<br \/>\nbetween $16 to $22 per square foot.  The following table reflects the asking<br \/>\nrental rates for office buildings in the Interstate 44\/South St. Louis County<br \/>\narea:<\/p>\n<table>\n<caption>\n                                             YEAR BUILT     NO. OF        BUILDING        ASKING<br \/>\n        BUILDING\/LOCATION                                   FLOORS       SIZE (SF)         RENT                <\/p>\n<p>        <s>                                    <c>             <c>        <c>            <c><br \/>\n        Laumeier II                             1990           4          118,000         $19.50<br \/>\n        3636 S. Geyer Road<br \/>\n        Laumeier I                              1987           4          112,000         $19.50<br \/>\n        3630 S. Geyer Road<br \/>\n        Sunset Office II                        1984           4           90,000         $18.50<br \/>\n        10733 Sunset Office Drive<br \/>\n        Southwest Executive Ctr                 1982           3           76,400         $17.50<br \/>\n        9735 Landmark Parkway                  R 1986<br \/>\n        Laumeier III                            1990           3           52,000         $19.50<br \/>\n        3660 S. Geyer Road<br \/>\n        Laumeier IV                             1990           3           50,800         $19.50<br \/>\n        3666 S. Geyer Road<br \/>\n        Clubs Center Office Bldg.               1989           4           44,000         $16.00 &#8211;<br \/>\n        12300 Old Tesson Road                                                             $18.00<br \/>\n        10825 Watson Building                   1978           2           40,000         $16.50<br \/>\n        10825 Watson Road                      R 1990<br \/>\n        Sunmark Building                        1975           2           40,000         $16.50<br \/>\n        10795 Watson Road<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                      -14-<br \/>\n   26<br \/>\nNEIGHBORHOOD DESCRIPTION<\/p>\n<p>As previously stated, the subject St. Louis Comprehensive and Ambulatory Care<br \/>\nFacility is located in St. Louis County.  The location can more accurately be<br \/>\ndescribed as being on the west side of Tesson Ferry Road (Missouri State<br \/>\nHighway 21) two miles south of Interstate 270 in the southwestern section of<br \/>\nSt. Louis County.<\/p>\n<p>The neighborhood is generally defined as that area lying on both sides of<br \/>\nTesson Ferry Road to the south of Interstate 270 being bounded on the east by<br \/>\nInterstate 55 and on the west by the Meramec River.<\/p>\n<p>The neighborhood area is comprised of a well-balanced blend of residential,<br \/>\ncommercial and institutional properties with commercial, institutional,<br \/>\nprofessional and multi-family residential uses near the Interstate 270<br \/>\ninterchange and along the major thoroughfares and single-family residential use<br \/>\nin the outlying areas away from the major thoroughfares.<\/p>\n<p>Commercial uses in the immediate area are located primarily to the north along<br \/>\nTesson Ferry Road.  These uses include those types of businesses serving<br \/>\npassing motorists as well as the area&#8217;s residential base.  Commercial uses<br \/>\ninclude a McDonald&#8217;s and a Taco Bell fast-food restaurant, a gasoline station,<br \/>\nan automobile repair facility, a sit-down restaurant, a grocery store, banks<br \/>\nand two strip shopping centers.<\/p>\n<p>Institutional uses include the St. Anthony&#8217;s Hospital located on the west side<br \/>\nof Tesson Ferry Road approximately 1.5 miles north of the subject property, a<br \/>\nchurch and the Mehlville Fire Protection District fire house also to the north<br \/>\nand the Garden Villa South &#8211; Luxury Retirement Community and Delmar Gardens<br \/>\nSouth &#8211; Nursing and Rehabilitation Center to the south.<\/p>\n<p>Professional properties include medical office buildings at the St. Anthony&#8217;s<br \/>\nHospital complex, Tesson Grove Medical Center, numerous doctors offices, Nooter<br \/>\n&#8211; &#8211; Eriksen office building and the General American corporate offices located to<br \/>\nthe north of the subject property.<\/p>\n<p>Multi-family residential properties include the multi-story Village Royale<br \/>\nApartments directly to the east across Tesson Ferry Road, Southmoor Apartments<br \/>\nand Townhomes<\/p>\n<p>                                      -15-<br \/>\n   27<br \/>\nadjacent to, and on the north of the subject property and the Cedar Run<br \/>\nApartment Complex at Suson Woods Drive to the south.<\/p>\n<p>While there are numerous single-family subdivisions in the area of the subject<br \/>\nproperty the newest single-family residential development is to the south and<br \/>\nwest at Suson Woods Drive and Tesson Ferry Road.<\/p>\n<p>The growth pattern in the area along Tesson Ferry Road has been progressing to<br \/>\nthe south, the natural growth pattern being experienced in St. Louis County,<br \/>\nfrom Interstate 270.  This growth is expected to continue due to the abundance<br \/>\nof vacant land available to the south of the subject property.<\/p>\n<p>Like any high density commercial areas, good access has had a direct positive<br \/>\naffect on the commercial growth in the area.  Tesson Ferry Road (Missouri State<br \/>\nHighway 21), an asphalt-surfaced, four-lane with center turning lane<br \/>\nthoroughfare, is a heavily travelled commuter route connecting Gravois Road<br \/>\n(Missouri State Highway 30) to the north with the small town of Glover,<br \/>\nMissouri to the south. Tesson Ferry Road intersects with the major<br \/>\nthoroughfares Lindbergh Boulevard (U.S. Route 61\/67), Interstate 270 and<br \/>\nMissouri State Highway 141 within the St. Louis Metropolitan Area.  Like Tesson<br \/>\nFerry Road, Interstate 270 also provides direct access to the neighborhood<br \/>\narea, Interstate 270, linking with Interstate 255 is a circumfrential<br \/>\ninterstate serving the St. Louis Metropolitan Area.  Access to the area is also<br \/>\nprovided by way of Missouri State Highway 141 traversing north to south through<br \/>\nthe western and southern sections of St. Louis County and in the general area<br \/>\nconnecting Interstate 44 to the north with Interstate 55 to the south.<\/p>\n<p>As stated above the neighborhood area is a well balanced blend of commercial,<br \/>\nprofessional, institutional and residential properties.  Traffic along the<br \/>\nmajor thorough-fares is significant and the direct result of the fronting<br \/>\ncommercial businesses.  The residential base in the area tends to support the<br \/>\ncommercial businesses as well as the institutional and professional uses.  The<br \/>\nproperties in the area are well maintained indicating an economically stable<br \/>\narea.  As stated above, there is vacant land available for continued<br \/>\ncommercial, institutional, professional and residential growth; this area is<br \/>\nwithin a natural growth corridor of St.  Louis County.<\/p>\n<p>No detrimental conditions or hazards appear to exist in the subject<br \/>\nneighborhood or immediate area that would be considered to have a negative<br \/>\naffect on the St. Louis<\/p>\n<p>                                      -16-<br \/>\n   28<br \/>\nComprehensive and Ambulatory Care Facility property or on properties in the<br \/>\nimmediate area.<\/p>\n<p>ZONING<\/p>\n<p>The subject property is zoned &#8220;C-8&#8221; &#8211; Planned Commercial District, by the St.<br \/>\nLouis County Department of Planning and Zoning.  According to the zoning<br \/>\nordinance, &#8220;the C-8 Planned Commercial District encompasses areas where<br \/>\ndevelopments and uses permitted in any of the other &#8220;C&#8221; Commercial Districts<br \/>\nmay be located.  It is the purpose of these regulations to facilitate the<br \/>\nestablishment of combinations of developments and uses for which no provision<br \/>\nis made in any other single &#8220;C&#8221; Commercial District, or the establishment of<br \/>\ndevelopments and uses in locations appropriate under approved site plans and<br \/>\nconditions.  Such approved plans and conditions shall be consistent with good<br \/>\nplanning practice and compatible with permitted developments and uses in<br \/>\nadjoining districts, so as to protect the general welfare&#8221;.<\/p>\n<p>Planned Commercial Districts are designated to those properties approved by the<br \/>\nSt. Louis County Council upon review and acceptance of a preliminary<br \/>\ndevelopment plan, approval and recordation of a site plan and the schedule of<br \/>\nconstruction of the approved use is complied with in accordance with the zoning<br \/>\nordinance.<\/p>\n<p>The subject property was zoned &#8220;R-6A&#8221; &#8211; Residence District at the time Tesson<br \/>\nFerry Medical Equities L.P. purchased the property.  The application and<br \/>\npreliminary plans for the proposed subject development were submitted by the<br \/>\npurchasers and approved by the St.  Louis County Council; this approval<br \/>\nresulted in rezoning the subject property to a &#8220;C-8&#8221; classification allowing<br \/>\nthe proposed use as the St. Louis Comprehensive and Ambulatory Care Facility.<\/p>\n<p>                                      -17-<br \/>\n   29<br \/>\nREAL ESTATE TAXES AND ASSESSMENTS<\/p>\n<p>The subject property is recognized by the St. Louis County Assessor&#8217;s Office by<br \/>\nlocator number 31L430040.  As indicated in the Zoning section of this report,<br \/>\nat the time of the sale the subject property was zoned for residential<br \/>\npurposes, therefore the property was assessed as residential property;<br \/>\nresidential properties are assessed at 19 percent of appraised value.  The<br \/>\nappraised and assessed value for 1993 is as follows:<\/p>\n<table>\n<caption>\n                                               Appraised                 Assessed<br \/>\n                                                 Value                     Value<br \/>\n                                               &#8212;&#8212;&#8212;                 &#8212;&#8212;&#8211;<br \/>\n         <s>                                   <c>                       <c><br \/>\n         Land                                  $105,800                  $20,100<br \/>\n         Improvements                             0                         0<br \/>\n                                              &#8212;&#8212;&#8212;                 &#8212;&#8212;&#8212;<br \/>\n         Total                                 $105,800                  $20,100<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>According to the Collector of Revenue&#8217;s Office the millage rate for properties<br \/>\nlocated within the Mehlville R-9 School Subdivision District 120H is $6.015 per<br \/>\n$100 of assessed value.  Based upon the above assessed value of $20,100 and the<br \/>\nmillage rate of $6.015 the 1993 real estate tax liability is $1,209.02.<\/p>\n<p>Subsequent to it&#8217;s purchase the subject property was rezoned to C-8 &#8211; Planned<br \/>\nCommercial District.  According to the Assessor&#8217;s Office the subject property<br \/>\nwill be reassessed as a commercial property upon completion of the<br \/>\nimprovements; commercial properties are assessed at 32 percent of appraised<br \/>\nvalue.  In addition to the 1993 base millage rate of $6.015, industrial and<br \/>\ncommercial properties are levied an additional surcharge of $1.70 per $100 of<br \/>\nassessed value.<\/p>\n<p>Real estate tax liabilities in the state of Missouri are based upon the<br \/>\nassessed value as of the first day of the year and due and payable by the last<br \/>\nday of the year.  Since the subject property was still under construction as of<br \/>\nJanuary 1, 1994 the property will not be assessed as if completed until January<br \/>\n1, 1995.<\/p>\n<p>                                      -18-<br \/>\n   30<br \/>\nSUBJECT PROPERTY DESCRIPTION<\/p>\n<p>Site Description<\/p>\n<p>The subject St. Louis Comprehensive and Ambulatory Care Facility site is<br \/>\nlocated on the west side of Tesson Ferry Road at Duessel Road.  The<br \/>\nirregular-shaped parcel, containing 10.002 acres, or 435,687 square feet, has<br \/>\nthe following frontages and boundaries:<\/p>\n<table>\n         <s>                      <c>   <c>        <c>   <c><br \/>\n         North property line      &#8211;     749.46&#8242;    &#8211;     Southmoor Apartment Complex<br \/>\n         East property line       &#8211;     761.13&#8242;    &#8211;     Tesson Ferry Road<br \/>\n         South property line      &#8211;     555.45&#8242;    &#8211;     Garden Villas South<br \/>\n         West property line       &#8211;     557.15&#8242;    &#8211;     Butler Hill Road\/Garden Villas South<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/table>\n<p>The subject site has a sloping terrain with the highest elevation being at the<br \/>\nnortheast corner of the property.  From this area the site slopes uniformly<br \/>\ndownward to the south with a change in elevation of -30 feet from the north<br \/>\nproperty line to the south property line.  Additionally, the terrain slopes<br \/>\ndownward to the west and to the southwest with a change in elevation of -65<br \/>\nfeet along the north property line and a change in elevation of -68 feet from<br \/>\nthe northeast corner to the southwest corner of the site.  A significant amount<br \/>\nof excavation was necessary in the area of the improvement resulting in the<br \/>\nimprovement&#8217;s main entrance on the front elevation entering into the second<br \/>\nlevel and the rear entrance being on the lower level.  The site has been<br \/>\nexcavated to maximally utilize the property for the existing improvement,<br \/>\nparking areas and any future expansion or additions.<\/p>\n<p>Access to the subject property is by way of one signalized entrance on Tesson<br \/>\nFerry Road on the east property line and one entrance on Butler Hill Road on<br \/>\nthe west property line.<\/p>\n<p>The subject site is served by all customary utilities, including water, sewer,<br \/>\nelectricity and telephone service.<\/p>\n<p>Given the sloping terrain and the excavation for a water retention area in the<br \/>\nsouthwest portion of the property, the site has the appearance of having good<br \/>\ndrainage throughout.  In addition, with properly engineered concrete piers and<br \/>\nfootings, the soil appears to<\/p>\n<p>                                      -19-<br \/>\n   31<br \/>\nhave been excavated, filled and compacted to have adequate load bearing<br \/>\ncapability for this type of improvement.<\/p>\n<p>The improvement is located in the north-central section of the property with<br \/>\nasphalt paving for employee\/guest parking on the north and east sides of the<br \/>\nimprovement.  Expansion of and to the building would be possible on the west<br \/>\nand south elevations.  Additionally, there is adequate room on the site for an<br \/>\nadditional structure.  In our opinion, the location of the improvement on the<br \/>\nsite maximally utilizes the land area given the terrain of the property and<br \/>\nallows for future improvements on the site.<\/p>\n<p>The building containing 27,558 square feet on the lower level encompasses 6.3<br \/>\npercent of the site indicating a land to building ratio of 15.8:1.<\/p>\n<p>The site is considered to compliment its proposed medical related use.  There<br \/>\nis good visibility and access from Tesson Ferry Road.  Additionally, access is<br \/>\nprovided to the site by way of one entrance on Butler Hill Road, a much less<br \/>\ntravelled road.<\/p>\n<p>During our inspection of the site and site plans there were no adverse<br \/>\neasements or encroachments noted that would be considered to have a negative<br \/>\naffect on the value of the property.<\/p>\n<p>According to the National Flood Insurance Program &#8211; Federal Emergency<br \/>\nManagement Agency, Map 290327 Community Panel 0135E dated November 1, 1985, the<br \/>\nsubject property is located in Flood Zone C.  Flood Zone C are areas of minimal<br \/>\nflooding.<\/p>\n<p>A legal description of the property and a plot plan showing the property<br \/>\nconfiguration are included in the Exhibit Section of this report.<\/p>\n<p>                                      -20-<br \/>\n   32<br \/>\nIMPROVEMENT DESCRIPTION<\/p>\n<p>Building<\/p>\n<p>The subject site is improved with a two level, Class A, medical office<br \/>\nbuilding.  The building, with a projected opening date of May, 1994, contains<br \/>\n54,801 square feet of gross building area with 27,558 square feet on the lower<br \/>\nlevel and 27,243 square feet on the upper level.  The building is of good<br \/>\nconstruction with good quality materials and in good condition.<\/p>\n<p>General construction includes drilled, poured-in-place pilings, reinforced<br \/>\nconcrete spread footings under exterior curtain walls, concrete column pads and<br \/>\n12&#8243; thick, below grade concrete walls and interior shear wall.  Framing<br \/>\nconsists of a full structural steel framing system with fire protected steel<br \/>\ncolumns, beams and joist girders.  Above grade exterior walls are non-bearing<br \/>\nEIFS panels with 1\/2&#8243; gypsum board on 6&#8243; metal studs and batt insulation;<br \/>\nfenestration  includes vinyl-clad aluminum framed windows with decorative<br \/>\nmullions, automatic sliding doors on the main entrances and painted metal doors<br \/>\non secondary entrances.  Floor construction is reinforced 5&#8243; concrete on<br \/>\ngranular fill on the lower level and 5&#8243; composite deck on channel-formed metal<br \/>\ndeck on steel bar joists on the upper level.  The roof structure is a flat type<br \/>\nwith roof insulation on gypsum board on metal decking on steel bar joists; the<br \/>\nroof cover is built-up composition.<\/p>\n<p>Finish construction includes metal studs and taped and painted drywall<br \/>\npartitions; wall finishes include paint, vinyl wall covering, ceramic tile and<br \/>\nfull height glass wall with sliding glass doors.  Ceiling finishes include<br \/>\ntaped and painted drywall and acoustical tile panels in metal grid system.<br \/>\nFloor finishes include ceramic tile, vinyl composition and carpeting.<\/p>\n<p>Mechanical equipment includes standard plumbing fixtures with copper, cast iron<br \/>\nand pvc supply, waste and vent piping and electric hot water heaters.  The<br \/>\nbuilding is heated and cooled by a zoned warm and cool forced air ducted system<br \/>\nwith electric duct heaters and three roof-mounted freon air conditioning units.<br \/>\nElectric service is rated at 2,500 amps with wiring in flexible and rigid<br \/>\nconduit; incandescent and fluorescent light fixtures are typical throughout.<br \/>\nOther mechanical features include a fire alarm system, emergency generator, two<br \/>\nelevators and fire protection sprinkler system.<\/p>\n<p>                                      -21-<br \/>\n   33<br \/>\nA detailed description of the building by construction components is included<br \/>\nin the Exhibit Section of this report.<\/p>\n<p>Site Improvements<\/p>\n<p>Improvements to the site include site preparation, landscaping, underground<br \/>\nutilities, asphalt and concrete paving, concrete curbing, parking lot lighting<br \/>\nand signage.<\/p>\n<p>A detailed description of the site improvements is included in the Exhibit<br \/>\nSection of this report.<\/p>\n<p>                                      -22-<br \/>\n   34<br \/>\n                              HIGHEST AND BEST USE<\/p>\n<p>The Appraisal Institute defines &#8220;highest and best use&#8221; as follows:<\/p>\n<p>         &#8220;The reasonably probable and legal use of vacant land or an improved<br \/>\n         property, which is physically possible, appropriately supported,<br \/>\n         financially feasible, and that results in the highest value&#8221;<\/p>\n<p>         [The Appraisal of Real Estate, P. 45, 10th Ed. published by The<br \/>\n         Appraisal Institute.]<\/p>\n<p>The four categories of highest and best use analysis are:<\/p>\n<p>         1.      Physically Possible &#8211; Uses which are physically possible for<br \/>\n                 the site and improvements being analyzed.<\/p>\n<p>         2.      Legally Permissible &#8211; Uses permitted by zoning and deed<br \/>\n                 restrictions applicable to the site and improvements being<br \/>\n                 analyzed.<\/p>\n<p>         3.      Financially Feasible  &#8211; This step identifies if the physically<br \/>\n                 possible and legally permitted alternatives produce a net<br \/>\n                 income equal to or greater than the amount needed to satisfy<br \/>\n                 operating expenses.<\/p>\n<p>         4.      Maximally Productive &#8211; This step clarifies which of the<br \/>\n                 financially feasible alternatives provides the highest value<br \/>\n                 consistent with the rate of return warranted by the market for<br \/>\n                 a particular use.<\/p>\n<p>There are two types of highest and best use:  THE HIGHEST AND BEST USE OF LAND<br \/>\nAS VACANT and THE HIGHEST AND BEST USE OF A PROPERTY AS IMPROVED.  Both types<br \/>\nare discussed as follows using the four categories of highest and best use.<\/p>\n<p>                                      -23-<br \/>\n   35<br \/>\nThe analysis of highest and best use is divided into two sections.  The site is<br \/>\nanalyzed as if vacant and available for development and as currently improved.<\/p>\n<p>As if Vacant<\/p>\n<p>The subject site, containing 10.002 acres, has been excavated to maximally<br \/>\nutilize the total land area and sloping terrain.  The terrain, configuration<br \/>\nand size are adequate and sufficient enough for numerous uses that would be<br \/>\npermitted by the St. Louis County Department of Planning and Zoning and the St.<br \/>\nLouis County Council for a Planned Commercial District.  In addition, the site<br \/>\nhas good visibility on a heavily travelled thoroughfare, good access from a<br \/>\nmajor thoroughfare and a secondary road, therefore the subject site is<br \/>\navailable for numerous office\/commercial\/medical uses consistent with a Planned<br \/>\nCommercial District.<\/p>\n<p>As If Improved<\/p>\n<p>As previously stated in this report the subject property is located in a<br \/>\nwell-balanced mixed use neighborhood area in southwest St.  Louis County.  The<br \/>\nresidential properties consist of upper middle class single-family residences<br \/>\nand multi-family apartment complexes.  The commercial type improvements in the<br \/>\narea range from free-standing single-tenant or owner occupied buildings and<br \/>\nstrip shopping centers with businesses catering to both area residents and<br \/>\npassing vehicular traffic.  Institutional properties in the area include<br \/>\nchurches, a nursing homes and retirement village, a hospital and a fire<br \/>\nstation.  Professional development includes corporate offices, multi-tenant<br \/>\noffice buildings and medical office buildings and single-tenant or owner<br \/>\noccupied professional offices and medical offices.<\/p>\n<p>The property is well situated by fronting on a heavily-travelled major<br \/>\nthoroughfare approximately two miles south of an interstate highway; visual<br \/>\nexposure to passing traffic is excellent.<\/p>\n<p>As previously stated, the 10.002-acre site is currently improved with a 54,801<br \/>\nsquare foot medical office building with 27,558 square feet of floor area on<br \/>\nthe lower level indicating a land to building ratio of 15.8:1.  The<br \/>\nimprovements are situated on the site to maximally utilize the land area as<br \/>\nwell as the terrain, provide for good ingress and egress and adequate parking<br \/>\nfor this type of use.  Additionally, there is sufficient enough space on the<br \/>\nsite for future expansion to the building or additional buildings.<\/p>\n<p>                                      -24-<br \/>\n   36<\/p>\n<p>The location of the property as well as the location of the improvements on the<br \/>\nsubject site are considered to satisfy the first criterion, physically<br \/>\npossible, of the highest and best use analysis.<\/p>\n<p>As stated in the Zoning section of this report the subject improvement is a<br \/>\npermitted use, therefore the second criterion of the highest and best use<br \/>\nanalysis, legally permissible, is satisfied.<\/p>\n<p>The third criterion, financially feasible, of the highest and best use is that<br \/>\nthe proposed medical office building use produces the income (return) that is<br \/>\ngreater that the amount needed to satisfy the operating expenses, financial<br \/>\nobligations and capital amortization.  The most feasible use for the property<br \/>\nas improved is the building&#8217;s current use given the special use construction<br \/>\nattributes.<\/p>\n<p>The fourth criteria, maximally productive, is a culmination of the first three<br \/>\ncriteria.  The subject use is physically possible, legally permissible and<br \/>\nfinancially feasible indicating that the current use could be maximally<br \/>\nproductive for the site.  Considering the potential rates of return for medical<br \/>\nrelated use versus what the property was originally zoned for, residential, the<br \/>\nsubject use would clearly be superior to potential residential uses at this<br \/>\nlocation.  Therefore, it is our opinion that the highest and best use of the<br \/>\nsubject property, as improved, as of the effective date of this appraisal, is<br \/>\nits proposed medical office building use.<\/p>\n<p>                                      -25-<br \/>\n   37<br \/>\n                               VALUATION SECTION<\/p>\n<p>VALUATION METHODOLOGY<\/p>\n<p>There are three principal methods to estimate the market value of the assets of<br \/>\nthe subject property.  These are summarized as follows:<\/p>\n<p>         COST APPROACH:  This method is based on the principle of substitution,<br \/>\n         whereby no investor would prudently pay more for a property than it<br \/>\n         costs to buy land and build a comparable new building.  The market<br \/>\n         value is estimated by calculating the replacement costs of a new<br \/>\n         building and subtracting all forms of depreciation and obsolescence<br \/>\n         present in the existing facility.  This provides a depreciated value<br \/>\n         of the subject improvements if replaced new.  The estimate of the<br \/>\n         current value of the subject land is then added to provide a market<br \/>\n         value of the property.<\/p>\n<p>         SALES COMPARISON APPROACH:  The principle of substitution also says<br \/>\n         that market value can be estimated as the cost of acquiring an equally<br \/>\n         desirable substitute property, assuming no costly delay in making the<br \/>\n         substitution.  This method analyses the sales of other comparable<br \/>\n         improved properties.  Since two properties are rarely identical, the<br \/>\n         necessary adjustments for differences in quality, location, size,<br \/>\n         services and market appeal are a function of appraisal experience and<br \/>\n         judgment.<\/p>\n<p>         INCOME APPROACH:  This method is based on the principle of<br \/>\n         anticipation, which recognizes that underlying value of the subject<br \/>\n         property can be estimated by its cash flow or stream of earnings.<br \/>\n         This approach simulates the future earnings for the property, and<br \/>\n         converts those earnings into a present market value estimate.<\/p>\n<p>Consideration has been given to each of the three methods to arrive at a final<br \/>\nopinion of value.  The application of each approach to value is further<br \/>\ndiscussed in the appropriate sections which follow.<\/p>\n<p>                                      -26-<br \/>\n   38<br \/>\n                                 COST APPROACH<\/p>\n<p>In the Cost Approach, the subject property is valued based upon the market<br \/>\nvalue of the land, as if vacant, to which is added the depreciated replacement<br \/>\ncost of the improvements.  The replacement cost new of the improvements is<br \/>\nadjusted for accrued depreciation resulting from physical deterioration,<br \/>\nfunctional obsolescence, and external (or economic) obsolescence.<\/p>\n<p>The cost analysis involves three basic steps:<\/p>\n<p>        o    Land value estimate.<\/p>\n<p>        o    Estimated replacement cost of the improvements.<\/p>\n<p>        o    Estimation of the accrued depreciation from all causes.<\/p>\n<p>The sum of the market value of the land and the depreciated replacement cost of<br \/>\nthe improvements and equipment is the estimated market value via the Cost<br \/>\nApproach.<\/p>\n<p>Land Valuation<\/p>\n<p>Land valuation, assuming the site is vacant, is based upon the following steps:<\/p>\n<p>        o        A comparison with recent sales and\/or asking prices for<br \/>\n                 similar land.<\/p>\n<p>        o        Interviews with reliable real estate brokers and other<br \/>\n                 informed sources who are familiar with local real estate<br \/>\n                 activity.<\/p>\n<p>        o        Our experience in estimating land values.<\/p>\n<p>The following sales are located within the general market area of the subject<br \/>\nproperty and are considered to be representative of market activity and<br \/>\nconditions as of the valuation date.  Unless otherwise indicated, the sales<br \/>\ninvolved arm&#8217;s length transactions that conveyed a fee simple interest, and<br \/>\nonly real property was included in the transactions.<\/p>\n<p>                                      -27-<br \/>\n   39<br \/>\nLand Sale Number 1<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  13303 Tesson Ferry Road, subject property, St. Louis County<\/p>\n<p>Date:                                      November 10, 1992<\/p>\n<p>Zoning:                                    R-6A, Residence District<\/p>\n<p>Size:&#8221;                                     435,687 square feet, 10.002 acres<\/p>\n<p>Sales Price:                               $1.88 per square foot, $81,984 per acre<\/p>\n<p>Grantor:                                   Louis and Rhoda M. Laudel, William H. and Kathleen M. Laudel, Herbert and Margaret H.<br \/>\n                                           Laudel, Albert and Barbara R. Laudel, Kenneth and Bernadine Kuhn<\/p>\n<p>Grantee:                                   Tesson Ferry Medical Equities, L.P., a Missouri Limited Partnership<\/p>\n<p>Recording Data:                            Book 9512, Page 1130<\/p>\n<p>Comments:                                  At the time of the sale the subject property was zoned for residential use; the site has<br \/>\n                                           since been rezoned for commercial use.  All utilities were available at the time of the<br \/>\n                                           sale.  Sale transaction verified by a representative of SHC Midwest, Inc. and St. Louis<br \/>\n                                           County public records.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -28-<br \/>\n   40<br \/>\nLand Sale Number 2<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  12152 Tesson Ferry Road, at the southeast corner of Gerald Drive and Tesson Ferry Road,<br \/>\n                                           St. Louis County<\/p>\n<p>Date:                                      December 7, 1990<\/p>\n<p>Zoning:                                    C-8, Planned Commercial District<\/p>\n<p>Size:                                      54,842 square feet, 1.259 acres<\/p>\n<p>Sales Price:                               $302,000<\/p>\n<p>Unit Price:                                $5.51 per square foot, $239,873 per acre<\/p>\n<p>Grantor:                                   VTF Enterprises<\/p>\n<p>Grantee:                                   Physicians Building Partnership<\/p>\n<p>Recording Data:                            Book 8897, Page 139<\/p>\n<p>Comments:                                  Purchased subject to rezoning from residential to Commercial zoning.  A medical office<br \/>\n                                           building containing 12,000 square feet of floor area on the first level and a 5,000<br \/>\n                                           square foot basement has been built on the site since the time of the sale.  The site is<br \/>\n                                           below the grade of Highway 21, at grade with Gerald Drive and slopes downward to the<br \/>\n                                           south.  Interstate 270 is approximately 1,000 feet to the south.  All utilities were<br \/>\n                                           available at the site at the time of the sale.  Sale transaction verified by a<br \/>\n                                           representative of Physicians Building Partnership.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -29-<br \/>\n   41<br \/>\nLand Sale Number 3<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  3668 South Geyer Road, Sunset Hills<\/p>\n<p>Date:                                      September 13, 1990<\/p>\n<p>Zoning:                                    PD2, Planned Development, Business Commercial<\/p>\n<p>Size:                                      97,618 square feet, 2.241 acres<\/p>\n<p>Sales Price:                               $750,000<\/p>\n<p>Unit Price:                                $7.68 per square foot, $334,672 per acre<\/p>\n<p>Grantor:                                   Linclay Realty Corporation<\/p>\n<p>Grantee:                                   LJP Realty Corporation<\/p>\n<p>Recording Data:                            Book 8844, Page 1119<\/p>\n<p>Comments:                                  All utilities were available at the time of the sale.  The property has subsequently been<br \/>\n                                           improved with a 64,000 square foot, three-story office building.  Sale transaction<br \/>\n                                           verified by a representative of Linclay Realty Corporation.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -30-<br \/>\n   42<br \/>\nLand Sale Number 4<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  5423 Telegraph Road, St. Louis County<\/p>\n<p>Date:                                      April 27, 1990<\/p>\n<p>Zoning:                                    R-2, Residence District<\/p>\n<p>Size:                                      52,272 square feet, 1.200 acres<\/p>\n<p>Sales Price:                               $310,000<\/p>\n<p>Unit Price:                                $5.93 per square foot, $258,333 per acre<\/p>\n<p>Grantor:                                   Schnuck Markets, Inc.<\/p>\n<p>Grantee:                                   Union Electric Company<\/p>\n<p>Recording Data:                            Book 8749, Page 2472<\/p>\n<p>Comments:                                  St. Louis County located #31H130800.  This site, with all utilities available, has been<br \/>\n                                           rezoned for commercial use since the time of the sale.  Sale transaction verified by St.<br \/>\n                                           Louis County public records.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -31-<br \/>\n   43<br \/>\nSale Number 5<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  12727 Old Tesson Ferry Road at Tesson Ferry Road, St. Louis County<\/p>\n<p>Date:                                      February 1, 1990<\/p>\n<p>Zoning:                                    C-8, Planned Commercial District<\/p>\n<p>Size:                                      70,132 square feet, 1.610 acres<\/p>\n<p>Sales Price:                               $415,000<\/p>\n<p>Unit Price:                                $5.92 per square foot, $257,763 per acre<\/p>\n<p>Grantor:                                   Boatmen&#8217;s National Bank<\/p>\n<p>Grantee:                                   William and Louann Voss<\/p>\n<p>Recording Data:                            Book 8708, Page 1476<\/p>\n<p>Comments:                                  St. Louis County locator #29L140463.  Part of the land has been improved with a<br \/>\n                                           Children&#8217;s World Learning Center.  The property is located across from St. Anthony&#8217;s<br \/>\n                                           Hospital and adjoins the south side of the Boatmen&#8217;s Bank building.  The site, with all<br \/>\n                                           utilities available, is at grade with Old Tesson Ferry Road, below the grade of Tesson<br \/>\n                                           Ferry Road and level throughout.  Sale transaction verified by St. Louis County public<br \/>\n                                           records.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -32-<br \/>\n   44<\/p>\n<p>Land Sale Number 6<\/p>\n<table>\n<s>                                        <c><br \/>\nLocation:                                  5139 Mattis Road, St. Louis County<\/p>\n<p>Date:                                      February 1, 1990<\/p>\n<p>Zoning:                                    C-8, Planned Commercial District<\/p>\n<p>Size:                                      51,856 square feet, 1.190 acres<\/p>\n<p>Sales Price:                               $300,000<\/p>\n<p>Unit Price:                                $5.79 per square foot, $252,006 per acre<\/p>\n<p>Grantor:                                   Taylor, Morley, Simon, Inc.<\/p>\n<p>Grantee:                                   Shah Anwar<\/p>\n<p>Recording Data:                            Book 9500, Page 1767<\/p>\n<p>Comments:                                  St. Louis County locator #29L541183.  Sale property, with all utilities available, is<br \/>\n                                           located at the northwest corner of the intersection of Mattis Road and Somerset.  The<br \/>\n                                           property has been developed with a 13,466 square foot medical building housing the<br \/>\n                                           Midwest Eye Center.  Sale transaction verified by the purchaser.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -33-<br \/>\n   45<br \/>\nThe preceding six land sales are summarized in the following table.<\/p>\n<table>\n                                                          LAND SALES SUMMARY<\/p>\n<caption>\n                    SALE               DATE                             LAND SIZE          SALE          UNIT PRICE<br \/>\n                   NUMBER             OF SALE             ZONING        (SQ. FT.)          PRICE         (SQ. FT.)<\/p>\n<p>                     <s>      <c>                          <c>              <c>             <c>                 <c><br \/>\n                     1        November 1992                R-6A             435,687         $820,000            $1.88<br \/>\n                     2        December 1990                C-8               54,842         $302,000            $5.51<br \/>\n                     3        September 1990               PD2               97,618         $750,000            $7.68<br \/>\n                     4        April 1990                   R-2               52,272         $310,000            $5.93<br \/>\n                     5        February 1990                C-8               70,132         $415,000            $5.92<br \/>\n                     6        February 1990                C-8               51,856         $300,000            $5.79<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>A land sale location map depicting the location of the sales utilized in the<br \/>\nland valuation analysis is presented in the Exhibit Section of this report.<\/p>\n<p>As indicated on the land sales location map, the land sales are located in the<br \/>\nimmediate and the same general area of the subject property.<\/p>\n<p>The six land sales utilized in determining the market value of the subject land<br \/>\noccurred between February 1990 and November 1992.  The sales reflect a wide<br \/>\nrange in sale price from $1.88 to $7.68 per square foot and range in size from<br \/>\n51,856 square feet to 435,687 square feet, the largest being the subject sale.<br \/>\nSince two properties are rarely identical, it is necessary to adjust the sales<br \/>\nfor differences when compared with the subject property.<\/p>\n<p>When analyzing the sales for date of sale adjustment to compensate for property<br \/>\nvalue inflation that has taken place since the date of the sale, we have not<br \/>\nadjusted any sales due to the &#8220;soft&#8221; conditions experienced in the St. Louis<br \/>\nreal estate market for the past three years.  Within the past year there has<br \/>\nbeen a noticeable increase in real estate activity particularly in vacant land<br \/>\nfor residential and commercial use.<\/p>\n<p>Since, to the best of our knowledge, these transactions did not involve<br \/>\nfavorable financing no adjustment was required for this characteristic.<\/p>\n<p>                                      -34-<br \/>\n   46<br \/>\nCare was taken that all sales be located as near the subject as possible so<br \/>\nthat the sale properties are influenced by the same surrounding conditions as<br \/>\nthe subject property.  As previously stated, all sales are located in the same<br \/>\ngeneral area as the subject property.  Additionally, all sale properties are<br \/>\nlocated in similar office\/commercial type areas with residential properties in<br \/>\nthe outlying areas.  No adjustment was warranted to the sales for surrounding<br \/>\narea or the influence the surrounding properties have on the sales since the<br \/>\nareas are similar and influenced by the same type of property uses.  A location<br \/>\nadjustment was considered for frontage or exposure on major thoroughfares.  As<br \/>\npreviously stated, the subject property is located on the west side of Tesson<br \/>\nFerry Road 2.2 miles south of the Interstate 270 and Tesson Ferry Road<br \/>\ninterchange.  Tesson Ferry Road is a heavily travelled thoroughfare linking<br \/>\nHighway 141 to the south with Highway 30 to the north.<\/p>\n<p>When adjusting for this location factor we have adjusted Sale Numbers 2, 5 and<br \/>\n6 downward for their superior location closer to the Interstate 270\/Tesson<br \/>\nFerry Road interchange.  Sale Number 3, while being located on a lesser<br \/>\ntravelled street nd therefore considered inferior, is located within close<br \/>\nproximity to the Interstate 270\/Interstate 44 interchange in a more centralized<br \/>\nlocation of St. Louis County resulting in a superior location when compared<br \/>\nwith the subject.  Therefore, Sale Number 3 was adjusted downward as well.<br \/>\nSale Number 4 is considered to have similar location characteristics, therefore<br \/>\nno adjustment was warranted to this sale.<\/p>\n<p>When adjusting the sales for zoning we have adjusted the subject sale upward<br \/>\nfor being zoned for residential use at the time of its sale as compared with<br \/>\nits commercial zoning as of the date of this report.  We have also adjusted<br \/>\nSale Number 4 upward for being zoned for residential use.  No adjustment was<br \/>\nwarranted to Sale Numbers 2, 3, 5 and 6 since they are zoned, like the subject<br \/>\nproperty, for commercial use.<\/p>\n<p>There typically exists an inverse relation between the size of a parcel and the<br \/>\nprice per unit at which it sells such that a smaller tract of land will<br \/>\ngenerally sell for a higher price per square foot than a larger parcel with all<br \/>\nelse being equal.  All sales were adjusted downward by varying degrees for<br \/>\nbeing significantly smaller than the subject property.<\/p>\n<p>As previously stated in this report, all utilities are available to the subject<br \/>\nproperty.  No adjustment was warranted to any of the sales for utilities since<br \/>\nthey are served by the same utility and supplier.<\/p>\n<p>                                      -35-<br \/>\n   47<br \/>\nWhen adjusting the sales for topography, all sales were adjusted downward for<br \/>\nhaving a superior topography when compared with the sloping terrain of the<br \/>\nsubject property.<\/p>\n<p>As previously indicated, all sales are in the same general area of the subject<br \/>\nproperty and have similar characteristics.  Differing characteristics of the<br \/>\nsales have been adjusted resulting in the adjusted sale providing a better<br \/>\nbasis upon which to determine a market value for the subject property.  A land<br \/>\nsale adjustment grid is presented as follows.<\/p>\n<table>\n<caption>\n                                           LAND SALES ADJUSTMENT GRID<\/p>\n<p>                            SALE NO. 1    SALE NO. 2    SALE NO. 3   SALE NO. 4    SALE NO. 5   SALE NO. 6<br \/>\n    <s>                      <c>           <c>         <c>            <c>          <c>           <c><br \/>\n    Sale Price Per             $1.88         $5.51        $7.68         $5.93        $5.92         $5.79<br \/>\n    Square Foot<br \/>\n    Financing                 Market        Market        Market       Market        Market       Market<\/p>\n<p>        Adjustment               0             0            0             0            0             0<\/p>\n<p>    Price Per Square           $1.88         $5.51        %$7.68        $5.93        $5.92         $5.79<br \/>\n    Foot Adjusted for<br \/>\n    Financing<br \/>\n    Date of Sale             10-Nov-92     07-Dec-90    19-Sep-90     27-Apr-90    01-Feb-90     01-Feb-90<\/p>\n<p>        Time Adjustment         0%            0%            0%           0%            0%           0%<br \/>\n    Time Adjusted Price        $1.88         $5.51        $7.68         $5.93        $5.92         $5.79<br \/>\n    Per Square Foot<\/p>\n<p>    Land Area                 435,687       54,842        97,618       52,272        70,132       51,856<\/p>\n<p>        Adjustment              0%           -15%          -10%         -15%          -15%         -15%<br \/>\n    Location\/Accessibility    Similar      Superior      Superior      Similar      Superior     Superior<\/p>\n<p>        Adjustment              0%            0%            0%           0%            0%           0%<br \/>\n    Zoning                   Inferior       Similar      Similar      Inferior      Similar       Similar<\/p>\n<p>        Adjustment              25%           0%            0%           25%           0%           -5%<\/p>\n<p>    Topography                Similar      Superior      Superior     Superior      Superior     Superior<br \/>\n        Adjustment              25%          -55%          -45%         -15%          -55%         -60%<\/p>\n<p>    Adjusted Price Per         $2.35         $2.48        $4.22         $5.04        $2.66         $2.32<br \/>\n    Square Foot<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                     -36-<br \/>\n   48<br \/>\nAfter adjusting the preceding land sales for differences when compared with the<br \/>\nsubject property, we find an adjusted sale price per square foot range of $2.32<br \/>\nto $5.04.<\/p>\n<p>In our final correlation of land valuation analysis we have considered all<br \/>\nsales, however the greatest weight was given to the subject property.  Based on<br \/>\nthe land valuation adjustment analysis and the subject property sale, we have<br \/>\nconcluded that the market value of the subject site is reasonably represented<br \/>\nat $2.35 per square foot, which for 435,687 square feet amounts to $1,023,864<br \/>\nrounded to:<\/p>\n<p>                                   $1,024,000<br \/>\n                                   ==========<\/p>\n<p>Building and Site Improvements<\/p>\n<p>The building and site improvements have been valued on the basis of replacement<br \/>\ncost less accumulated depreciation.  The cost new was estimated via the<br \/>\nsegregated cost method, with cost factors obtained from Marshall Valuation<br \/>\nService, Inc., a national cost manual.  The unit cost includes both direct and<br \/>\nindirect costs, with adjustments made for special building features,<br \/>\nconstruction quality, time and location.  The composite unit cost has then been<br \/>\napplied to the gross square footage of the building to derive the replacement<br \/>\ncost new.  A schedule, indicating the derived costs from the Marshall Valuation<br \/>\nService shows the estimated replacement cost by category for the subject<br \/>\nbuilding, is presented in the Exhibit section of this report.  An amount<br \/>\nrepresenting entrepreneurial profit has also been included in this analysis.<br \/>\nThis profit is a necessary element in the motivation to construct the<br \/>\nimprovements and represents an additional amount the developer would expect to<br \/>\nreceive for construction of the project.  The amount of entrepreneurial profit<br \/>\nvaries according to economic conditions and types of development.  For the<br \/>\npurpose of this report, entrepreneurial profit was estimated to comprise ten<br \/>\npercent of the direct and indirect building costs.<\/p>\n<p>The total accumulated depreciation of a structure represents the loss in value<br \/>\ndue to physical deterioration, functional obsolescence, or external (or<br \/>\neconomic) obsolescence.  Economic life of a structure or improvement is the<br \/>\nperiod over which they contribute to the value of the property.  These terms<br \/>\nare defined as follows:<\/p>\n<p>                                      -37-<br \/>\n   49<br \/>\n        Physical Deterioration:  The loss in value due to deterioration or<br \/>\n        ordinary wear and tear, i.e., natural forces taking their toll of the<br \/>\n        improvements.  This begins at the time the building is completed and<br \/>\n        continues throughout its physical life.<\/p>\n<p>        Functional Obsolescence:  The loss in value due to poor plan,<br \/>\n        functional inadequacy, or super-adequacy due to size, style, design, or<br \/>\n        other items.  This form of depreciation occurs in both curable or<br \/>\n        incurable forms.<\/p>\n<p>        External (or Economic) Obsolescence:  The loss in value caused by<br \/>\n        forces outside the property itself.  It can take many forms such as<br \/>\n        excessive noise levels, traffic congestion, abnormally high crime<br \/>\n        rates, or any other factors which affect a property&#8217;s ability to<br \/>\n        produce an economic income, thereby causing a decline in desirability.<br \/>\n        Other forms of economic obsolescence may include governmental<br \/>\n        restrictions, excessive taxes, or economic trends.<\/p>\n<p>        Economic Life:  The economic life of a good quality medical office<br \/>\n        buildings is typically 45 to 50 years.  For the subject Class A<br \/>\n        building, we have assumed an economic life of 45 years.<\/p>\n<p>        Remaining Economic Life:  Remaining economic life can be defined as the<br \/>\n        number of years remaining in the economic life of the structure or<br \/>\n        structural components as of the date of the appraisal.<\/p>\n<p>Marshall Valuation Service, Inc. was used to estimate the overall economic life<br \/>\nof the improvements.  The assignment of economic lives assumed that, except for<br \/>\nthe building shell and foundation, building components would be replaced<br \/>\nperiodically over the life of the building.<\/p>\n<p>Physical Depreciation<\/p>\n<p>The amount of physical depreciation and obsolescence in the subject building is<br \/>\nzero.<\/p>\n<p>Due to the design and structural components of the building, we have not<br \/>\nindicated any loss in value due to functional obsolescence.<\/p>\n<p>The elements which make up site improvements have shorter economic lives than<br \/>\nthe building.  We have estimated the aggregate useful lives of these items to<br \/>\nbe 20 years with an effective age of zero years and a remaining useful life of<br \/>\n20 years.  Therefore,<\/p>\n<p>                                      -38-<br \/>\n   50<br \/>\nthe depreciation rate attributable to the site improvements on a straight-line<br \/>\nbasis is estimated to be zero percent.<\/p>\n<p>During our area study, we did not notice any evidence of economic obsolescence<br \/>\nassociated with the subject property.<\/p>\n<p>The computation of value is shown as follows:<\/p>\n<table>\n<caption>\n                                                   Replacement         Accumulated          Depreciated<br \/>\n                                                      Cost             Depreciation            Value<br \/>\n                                                 &#8212;&#8212;&#8212;&#8212;          &#8212;&#8212;&#8212;&#8212;         &#8212;&#8212;&#8212;&#8211;<br \/>\n        <s>                                       <c>                        <c>            <c><br \/>\n        MOB                                       $6,023,595                 $0             $6,023,595<br \/>\n        Site Improvements                            352,850                  0                352,850<br \/>\n                                                  &#8212;&#8212;&#8212;-               &#8212;-             &#8212;&#8212;&#8212;-<br \/>\n        Total Improvements                        $6,376,445                 $0             $6,376,445<br \/>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>Cost Approach Conclusion<\/p>\n<p>Based on the investigation as previously defined, the market value of the<br \/>\nsubject property by the Cost Approach, as of March 15, 1994, is rounded to:<\/p>\n<p>                                   $7,400,000<br \/>\n                                   ==========<\/p>\n<p>                                      -39-<br \/>\n   51<br \/>\n                           SALES COMPARISON APPROACH<\/p>\n<p>The Sales Comparison Approach is based upon the principle of substitution; that<br \/>\nis, when a property is replaceable in the market, its value tends to be set at<br \/>\nthe cost of acquiring an equally desirable substitute property, assuming there<br \/>\nis no costly delay in making the substitution.  Since two properties are rarely<br \/>\nidentical, the necessary adjustments for differences in quality, location,<br \/>\nsize, services and market appeal are a function of appraisal experience and<br \/>\njudgment.<\/p>\n<p>The Sales Comparison Approach gives consideration to actual sales of other<br \/>\nsimilar properties with adjustments as previously stated.  The sales prices are<br \/>\nanalyzed in common denominators and applied to the subject property in<br \/>\nrespective categories to be indicative of market value.<\/p>\n<p>The unit of comparison used in this analysis is the price per square foot,<br \/>\nwhich is the gross purchase price of the building divided by the net leasable<br \/>\narea in the building.  The following sales are considered to be representative<br \/>\nof market activity and conditions as of the valuation date.  Unless otherwise<br \/>\nindicated, the sales involved arm&#8217;s length transactions that conveyed a fee<br \/>\nsimple interest, and only real property was included in the transactions.<br \/>\nAlso, all purchase prices quoted in this report represent all cash sales unless<br \/>\nseller financing is noted and the sale prices adjusted for cash equivalency.<\/p>\n<p>In our analysis, we obtained details on six professional office building sales<br \/>\nwhich have occurred over the past two years.  The terms of the sale and<br \/>\nsignificant data was verified to the extent possible by county deed records and<br \/>\nwith parties to the transaction.  Information on these sales is shown on the<br \/>\nfollowing pages.<\/p>\n<p>                                      -40-<br \/>\n   52<\/p>\n<table>\n<s>                                                         <c><br \/>\nImproved Sale Number 1<\/p>\n<p>Location:                                                   13065 Old Tesson Ferry Road, St. Louis County<\/p>\n<p>Date of Sale:                                               October 13, 1992<\/p>\n<p>Building Size:                                              4,596 square feet<\/p>\n<p>Year Built:                                                 1978<\/p>\n<p>Land Area:                                                  47,916 square feet, 1.100 acres<\/p>\n<p>Land to Building Ratio:                                     10.4:1<\/p>\n<p>Sale Price:                                                 $495,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $107.70<\/p>\n<p>Grantor:                                                    Charles and Bernice Willis<\/p>\n<p>Grantee:                                                    Kromal Investments, Inc.<\/p>\n<p>Recording Data:                                             Book 9477, Page 1154<\/p>\n<p>Comments:                                                   St. Louis County locator #30L420352.  This vacant one-story State Farm<br \/>\n                                                            Agency building had a 930 square foot garage that was incorporated into<br \/>\n                                                            finished office space during a $100,000 renovation for a psychiatric<br \/>\n                                                            practice comprising offers of Kromal Investments, Inc.  Sale transaction<br \/>\n                                                            verified by the Grantor.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -41-<br \/>\n   53<\/p>\n<table>\n<s>                                                         <c><br \/>\nImproved Sale Number 2<\/p>\n<p>Location:                                                   1265 Graham Road, Florissant<\/p>\n<p>Date of Sale:                                               July 1, 1991<\/p>\n<p>Building Size:                                              11,386 square feet<\/p>\n<p>Year Built:                                                 1978<\/p>\n<p>Land Area:                                                  75,359 square feet, 1.730 acres<\/p>\n<p>Land to Building Ratio:                                     13.2:1<\/p>\n<p>Sale Price:                                                 $1,140,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $100.12<\/p>\n<p>Grantor:                                                    Perry L. Mehlman<\/p>\n<p>Grantee:                                                    Christian Hospital N.E.\/N.W.<\/p>\n<p>Recording Data:                                             Book 9038, Page 1330<\/p>\n<p>Comments:                                                   St. Louis County locator #09K340392.  Two-story medical office building<br \/>\n                                                            known as the Northwest County Professional Building.  Sale transaction<br \/>\n                                                            verified by St. Louis County public records.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -42-<br \/>\n   54<\/p>\n<table>\n<s>                                                         <c><br \/>\nImproved Sale Number 3<\/p>\n<p>Location:                                                   450 New Ballas Road, Creve Coeur<\/p>\n<p>Date of Sale:                                               May 1, 1991<\/p>\n<p>Building Size:                                              30,834 square feet<\/p>\n<p>Year Built:                                                 1984<\/p>\n<p>Land Area:                                                  98,446 square feet, 2.260 acres<\/p>\n<p>Land to Building Ratio:                                     6.4:1<\/p>\n<p>Sale Price:                                                 $4,100,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $132.97<\/p>\n<p>Grantor:                                                    Donald Ferguson<\/p>\n<p>Grantee:                                                    Dr. Joseph Rubado<\/p>\n<p>Recording Data:                                             Book 9001, Page 94<\/p>\n<p>Comments:                                                   St. Louis County located #170320971.  Two-story medical office building.<br \/>\n                                                            The above stated building area does  not include 9,387 square feet of<br \/>\n                                                            basement garage.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -43-<br \/>\n   55<br \/>\nImproved Sale Number 4<\/p>\n<table>\n<s>                                                         <c><br \/>\nLocation:                                                   414 North New Ballas Road, Creve Coeur<\/p>\n<p>Date of Sale:                                               March 5, 1991<\/p>\n<p>Building Size:                                              16,536 square feet<\/p>\n<p>Year Built:                                                 1958<\/p>\n<p>Land Area:                                                  92,347 square feet, 2.120 acres<\/p>\n<p>Land to Building Ratio:                                     11.2:1<\/p>\n<p>Sale Price:                                                 $1,575,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $95.25<\/p>\n<p>Grantor:                                                    Joe H. Scott, Sr.<\/p>\n<p>Grantee:                                                    Medical Equities, L.P.<\/p>\n<p>Recording Data:                                             Book 9001, Page 98<\/p>\n<p>Comments:                                                   St. Louis County locator #17O320265.  Two-story Class C medical office<br \/>\n                                                            building known as the Creve Coeur Dental Arts Building.  Lower level<br \/>\n                                                            accessed at the rear of the building.  Located at the northeast corner<br \/>\n                                                            of New Ballas Road and Magna Carta Drive.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -44-<br \/>\n   56<br \/>\nImproved Sale Number 5<\/p>\n<table>\n<s>                                                         <c><br \/>\nLocation:                                                   8430 Pershall Road, Hazelwood<\/p>\n<p>Date of Sale:                                               December 10, 1990<\/p>\n<p>Building Size:                                              7,017 square feet<\/p>\n<p>Year Built:                                                 1981<\/p>\n<p>Land Area:                                                  40,075 square feet, 0.920 acres<\/p>\n<p>Land to Building Ratio:                                     11.4:1<\/p>\n<p>Sale Price:                                                 $875,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $124.70<\/p>\n<p>Grantor:                                                    Ronald Gersten, DDS<\/p>\n<p>Grantee:                                                    Bonhomme Acquisition Corporation<\/p>\n<p>Recording Data:                                             Book 7315, Page 92<\/p>\n<p>Comments:                                                   St. Louis County locator #09J110471.  Two-story, Class D, medical office<br \/>\n                                                            building known as Life Smile Dental Care.  Sale transaction verified by<br \/>\n                                                            St. Louis County public records.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -45-<br \/>\n   57<br \/>\nImproved Sale Number 6<\/p>\n<table>\n<s>                                                         <c><\/p>\n<p>Location:                                                   225 Dunn Road, Florissant<\/p>\n<p>Date of Sale:                                               July 19, 1990<\/p>\n<p>Building Size:                                              8,416 square feet<\/p>\n<p>Year Built:                                                 1988<\/p>\n<p>Land Area:                                                  41,382 square feet, 0.95 acres<\/p>\n<p>Land to Building Ratio:                                     4.9:1<\/p>\n<p>Sale Price:                                                 $876,000<\/p>\n<p>Price Per Square Foot of Building Area:                     $104.09<\/p>\n<p>Grantor:                                                    Land Dynamics, Inc.<\/p>\n<p>Grantee:                                                    Grey Arch Partnership<\/p>\n<p>Recording Data:                                             Book 8807, Page 1830<\/p>\n<p>Comments:                                                   St. Louis County locator #09J130897.  One-story medical office building<br \/>\n                                                            known as Building A of the Florissant Professional Campus.  Land size<br \/>\n                                                            includes share of common ground parking.  Buyer comprises tenant<br \/>\n                                                            physicians exercising option in 1988 lease.  Sale transaction verified<br \/>\n                                                            by the Grantor.<br \/>\n<\/c><\/s><\/table>\n<p>                                      -46-<br \/>\n   58<br \/>\nThe preceding six medical office building property sales are summarized in the<br \/>\nfollowing table.<\/p>\n<table>\n<caption>\n                                  IMPROVED SALES SUMMARY<\/p>\n<p>     SALE          DATE         BUILDING        YEAR         SALE          UNIT PRICE<br \/>\n    NUMBER       OF SALE        AREA (SF)      BUILT         PRICE            (SF)<\/p>\n<p>       <s>        <c>                <c>         <c>        <c>                 <c><br \/>\n       1          10\/92               4,596      1978       $  495,000          $107.70<br \/>\n       2          07\/91              11,386      1978       $1,140,000          $100.12<br \/>\n       3          05\/91              30,834      1984       $4,100,000          $132.97<br \/>\n       4          03\/91              16,536      1958       $1,575,000          $ 95.25<br \/>\n       5          12\/90               7,017      1981       $  875,000          $124.70<br \/>\n       6          07\/90               8,416      1988       $  876,000          $104.09<br \/>\n<\/c><\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>The six comparable sales utilized in the Sales Comparison Approach analysis<br \/>\nwere transacted between July 1990 and October 1992.  The building sizes range<br \/>\nfrom 4,596 square feet to 30,834 square feet and range in sale price from<br \/>\n$95.25 to $132.97 per square foot of building area.<\/p>\n<p>In order to arrive at a market value of the subject property, it is necessary<br \/>\nto compare the subject property with each sale and make adjustments to the<br \/>\nsales for differences.  Adjustments are then applied to the unit of comparison.<br \/>\nThe most common unit of comparison for commercial properties is based upon<br \/>\nbuilding area.  A discussion of the adjustments to develop a similarity between<br \/>\nthe sale property and the subject property is as follows:<\/p>\n<p>Since, to the best of our knowledge, these sales transactions did not involve<br \/>\nfavorable financing, no adjustment was required for this characteristic.<\/p>\n<p>All sales are located within similar high traffic commercial areas.<br \/>\nAdditionally, each medical office building sale is located within close<br \/>\nproximity to an acute care general hospital.  Based upon the similar<br \/>\nsurrounding property influences and close proximity to an acute-care general<br \/>\nhospital, no adjustment was warranted to any sale for location.<\/p>\n<p>                                      -47-<br \/>\n   59<br \/>\nIn addition to comparing location of the area and surrounding properties, we<br \/>\nhave analyzed each sale for access.  All sales are located on major<br \/>\nthoroughfares within close proximity to an interstate highway, therefore no<br \/>\nadjustment was warranted to these sales since they have comparable access.<\/p>\n<p>All sales were adjusted downward by varying amounts for having less building<br \/>\narea when compared with the subject property&#8217;s building area.  Typically,<br \/>\nsmaller buildings sell for more on a per square foot basis than larger<br \/>\nbuildings.  Smaller buildings of this type must have the same components and<br \/>\ncomplements as larger buildings to operate properly for their intended<br \/>\nprofessional use.<\/p>\n<p>When adjusting the sales for building characteristics we have first adjusted<br \/>\nconsidered condition.  No adjustment was warranted to the sales since they are<br \/>\nin similar good condition when compared with the subject building improvement.<\/p>\n<p>In addition to condition, we have also considered an adjustment for age.  All<br \/>\nsales were adjusted upward by varying amounts for age due to the subject<br \/>\nproperty being new.<\/p>\n<p>We have also considered the land to building ratio in our adjustment analysis.<br \/>\nA higher land to building ratio indicates sufficient land area for possible<br \/>\nexpansion to the existing improvement or construction of additional buildings.<\/p>\n<p>All sales, except for Sale Number 2, have an inferior land to building ratio<br \/>\nwhen compared to the subject property&#8217;s land to building ratio of 15.8:1.  We<br \/>\nhave therefore, adjusted Sale Numbers 1, 3, 4, 5 and 6 upward by varying<br \/>\namounts to compensate for the inferior land to building ratio.<\/p>\n<p>No adjustment was warranted to any of the sales for ceiling heights since<br \/>\nceiling heights are not a significant factor that will adjust marketing time or<br \/>\nsales price in professional office related uses.<\/p>\n<p>In addition, no adjustment was deemed necessary for functional utility since<br \/>\nall improvements are currently being utilized for medical office use.<\/p>\n<p>In our final correlation of the Sales Comparison Approach analysis, we have<br \/>\nrelied on the adjusted results of each property since we consider all<br \/>\nproperties to be a good representation of the market and to reflect market<br \/>\nconditions.  Due to the soft real<\/p>\n<p>                                      -48-<br \/>\n   60<br \/>\nestate market conditions, we have not made an adjustment for the time since<br \/>\ncurrent market conditions ar considered to compensate for inflationary factors.<\/p>\n<p>Based on the foregoing adjustment analysis, we have concluded the market value<br \/>\nof the subject property, utilizing the Sales Comparison Approach, is reasonably<br \/>\nrepresented at $130.00 per square foot, which for 54,801 square feet, amount to<br \/>\n$7,124,130, rounded to:<\/p>\n<p>                                   $7,124,000<br \/>\n                                   ==========<\/p>\n<p>                                      -49-<br \/>\n   61<br \/>\n                                INCOME APPROACH<\/p>\n<p>The Income Approach is based on the principle of anticipation, and has as its<br \/>\npremise that value is represented by the present worth of expected future<br \/>\nbenefits.  The price that an investor will pay for an income property usually<br \/>\ndepends on the anticipated income stream.  The Income Approach represents an<br \/>\nattempt to simulate the future cash flows for the property, and to quantify the<br \/>\nfuture benefits in present dollars.<\/p>\n<p>The subject property is one of several professional office buildings that<br \/>\nCrescent Capital Trust, Incorporated is purchasing to establish a real estate<br \/>\ninvestment trust (REIT).  Surgical Health Corporation will provide a net rental<br \/>\nguarantee, in the form of a master lease.  The REIT, as the new property owner,<br \/>\nwill receive the net rental master lease rate per square foot of rentable<br \/>\noffice area, regardless of the rental rates charged or received from the actual<br \/>\ntenant(s).  Additionally, the annual rental income provided for in the ground<br \/>\nlease, associated with the subject property, will be received by the REIT.<\/p>\n<p>This master lease is a credit enhancement vehicle that will enable the REIT<br \/>\nissuer to sell the REIT shares.  It will also give Surgical Health Corporation<br \/>\nleasing flexibility for the medical office building space, i.e., they can lease<br \/>\noffice space to various physicians at different rates and terms, or they can<br \/>\nuse the office space for their own expansion.<\/p>\n<p>The appraisers received a draft of the form of master lease agreement, but the<br \/>\nactual master lease agreement for the property is not yet available.  For the<br \/>\npurpose of our Income Approach, the gross income will be the master lease rate<br \/>\nfor the property.  We reserve the right to modify the Income Approach valuation<br \/>\nif the actual master lease for the property differs significantly from the<br \/>\ndraft lease presented to us.<\/p>\n<p>The master lease rate for the subject property will be $824,063 annually based<br \/>\non a fifteen-year lease.  The annual rental amount is adjusted each year for<br \/>\nC.P.I. increases.  The rental rate approximates $18.23 per square foot.  Based<br \/>\non the subject&#8217;s build-out and age, this rate appears in line with market<br \/>\nrates.  A survey of lease comparables is shown in the Exhibit Section of this<br \/>\nreport.<\/p>\n<p>                                      -50-<br \/>\n   62<br \/>\nThe subject appraisal assumes 100 percent of the income is guaranteed through<br \/>\nthe master lease agreement.  Since the leased fee interest is being appraised,<br \/>\nthere is no deduction for vacancy or credit loss.<\/p>\n<p>Since the master lease provides for an income level to the REIT net of all<br \/>\noperating expenses, the only out-of-pocket expenses to the REIT will be<br \/>\naccounting, legal and internal administration or management expenses.  These<br \/>\nmanagement expenses are estimated at 5.0 percent of effective gross income, or<br \/>\n$41,203, based on the management experience of other properties.<\/p>\n<p>                 Master Lease Revenue                  $824,063<br \/>\n                 Less:<br \/>\n                 Management Fees (5% of master lease)   (41,203)<br \/>\n                 Net Operating Income                  &#8212;&#8212;&#8211;<br \/>\n                                                       $782,860<\/p>\n<p>Although we have not utilized the Sales Comparison Approach to arrive at an<br \/>\nindication of value for the subject property, we have conducted a survey of<br \/>\nmedical office building sales throughout the region in order to abstract an<br \/>\noverall rate for capitalization.  The full details of these sales are located<br \/>\nin the Exhibit Section of this report and indicate overall rates from 8.0<br \/>\npercent to 11.33 percent.<\/p>\n<p>A capitalization rate at 10.5 percent is considered appropriate because of the<br \/>\nquality of the tenant and the overall reasonableness of the rental rate<br \/>\nnegotiated.<\/p>\n<p>It is, therefore, our opinion that the market value of the subject property, as<br \/>\nof March 15, 1994, by the Income Approach is calculated and rounded as follows:<\/p>\n<p>                  Net Operating Income\/OAR  =  Estimated Value<\/p>\n<p>                          $782,860\/.105  =  $7,455,810<\/p>\n<p>                            Rounded to:  $7,456,000<br \/>\n                                         ==========<\/p>\n<p>                                      -51-<br \/>\n   63<br \/>\n                           CORRELATION AND CONCLUSION<\/p>\n<p>We have considered three approaches to value in order to estimate the value of<br \/>\nthe St. Louis Comprehensive and Ambulatory Care Center.  The values derived<br \/>\nfrom the three approaches are summarized as follows:<\/p>\n<table>\n        <s>                                                                        <c><br \/>\n        Cost Approach   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $7,400,000<br \/>\n        Sales Comparison Approach   . . . . . . . . . . . . . . . . . . . . . . .  $7,124,000<br \/>\n        Income Approach   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $7,456,000<br \/>\n<\/c><\/s><\/table>\n<p>The Cost Approach involved a detailed analysis of the individual components of<br \/>\nthe property.  These costs were estimated using reliable sources.  The Cost<br \/>\nApproach provides a good indicator of the current replacement cost for new and<br \/>\nspecial purpose properties such as the subject.  The Cost Approach, however,<br \/>\ndoes not necessarily reflect the value that investors and users would be<br \/>\nwilling to pay if the property were to be sold.  Overall, this approach is<br \/>\nconsidered only a fair indicator of value.<\/p>\n<p>The Sales Comparison Approach is based on the price that investors and<br \/>\nowner\/occupants have recently paid for comparable professional office<br \/>\nbuildings.  The quality and quality of data available in this approach was<br \/>\nconsidered good, but several of the comparable sales differed in size from the<br \/>\nsubject.  The appraisers only consider this approach to be a fair indicator of<br \/>\nvalue for the subject property for this reason.<\/p>\n<p>The Income Approach normally provides the most reliable value estimate for<br \/>\nmulti-tenant professional office buildings.  The value of the property is<br \/>\nstrongly related to the expected income stream of the property.  Although the<br \/>\nbuyers of professional office buildings are usually owner\/occupants, these<br \/>\nbuyers are generally aware of the property&#8217;s cash flow potential and its value<br \/>\nfrom an investor&#8217;s perspective.  For this reason, the Income Approach is<br \/>\nconsidered the best indicator of value for the subject.<\/p>\n<p>Based on this analysis, it is our opinion that the market value of the St.<br \/>\nLouis Comprehensive and Ambulatory Care Facility, as of March 15, 1994, subject<br \/>\nto the Surgical Health Corporation master lease, and based on the assumptions<br \/>\nand limiting conditions in this report, is the Income Approach value of:<\/p>\n<p>                                   $7,400,000<br \/>\n                                   ==========<\/p>\n<p>                                      -52-<br \/>\n   64<\/p>\n<p>The values derived in the other approaches support the Income Approach value as<br \/>\nthe final value.<\/p>\n<p>                                      -53-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9598,9579],"class_list":["post-41885","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__misc","corporate_contracts_types-land__mo","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41885","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41885"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41885"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41885"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41885"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}