VICEROY
                                             INVESTMENTS, LLC
 

Asset Class: Real Estate – Office (Class A Operations Center)
Seller: Wells Fargo Bank
Property Size: 285,000 square feet (single story) on 20 acres
Transaction Size: Confidential
Purchase Date: July, 2004
Final Liquidation Date: N/A – owned by Viceroy Partners II, LP

Description:
Lomas & Nettleton, once one of the largest mortgage companies in the United States, had built and occupied the building prior to entering its second bankruptcy in 1995. Viceroy purchased the building in 1996 from the Creditors Committee representing Lomas & Nettleton.  The building was leased to Norwest Bank (Well Fargo) and Wells Fargo purchased the asset shortly thereafter.  Viceroy was able to re-purchase the building in 2004 after Wells Fargo relocated to another facility.

Redevelopment, Reposition, and Capital Allocation:
Viceroy made a non-contingency offer and acquired the asset all equity.  The empty building requires carrying costs (taxes, repair and maintenance, management and staffing, etc) that most buyers were unwilling or unable to incur.

Viceroy is aggressively marketing the building through a local service firm and actively managing the asset to reduce carrying costs.

Holiday Inn Select - Love Field
3300 Mockingbird Lane
Dallas, Texas
www.hiselect.com/lovefield-hisl

Asset Class: Real Estate - Hotel (full service)
Seller: 3300 Hotel Property, LP
Property Size: 244 Room, Full Service Hotel
Transaction Size: Confidential
Purchase Date: July 1997/December 2001
Final Liquidation Date: N/A - owned by Mockingbird Partners, LP

Description:
The existing Hotel (Executive Inn) had been operating as a lower class hotel with no flag (brand). Following acquisition, it was completely gutted and taken back to the original deck. The building was fully renovated/reconstructed and converted to a full service Holiday Inn Select Hotel.

After slightly more than one year of stabilization, the largest limited partner wished to sell their interest.  Minority partners in the initial ownership group (3300 Hotel Property) recapitalized the asset by creating a new partnership (Mockingbird Partners, LP) with a new majority partner, and purchased the property from the original Limited Partnership.

Redevelopment, Reposition, and Capital Allocation:
The Love Field area was misunderstood and the eight-story building was the only building in the area that could exceed three stories (due to FAA regulations). Also, other revenue sources existed on the property (antenna leases, billboard) and a low-rise building was purchased and demolished. A large amount of surplus land, including the low-rise site, was included in the acquisition. Cost per room, after full redevelopment, was projected (and completed) at a very attractive basis.  In arguably the most challenging hotel operating markets ever (post 9/11), the hotel has continued to outperform its peers and provide positive cash flow.

QuikTrip Build to Suit
Dallas, Texas



Asset Class:    Real Estate - Retail
Property Size:  4,752 square feet on 1.4 acres
Transaction Size:  Confidential
Completion Date:  October 2003
Final Liquidation Date:  N/A - owned by Mockingbird Partners, L.P.

Description:
QuikTrip operates over 450 convenience stores located in nine states on a non-franchise basis. QT sells gasoline and a wide selection of convenience store food and beverage products. Viceroy developed the building in 2003 on a build to suit program with QuikTrip and ground leased to QuickTrip on a long-term basis.  Both the building and land owned by Mockingbird Partners, L.P. 

Development and Capital Allocation:
QuikTrip allowed Viceroy to develop the building and lease the facility on a "bond" basis whereby QuikTrip is responsible for the maintenance and upkeep of the building in its entirety (including roof, structure, and foundation).  QuikTrip will pay all taxes, insurance and maintenance fees throughout the term of the lease.  Viceroy financed the cost of the land and improvements on a long-term basis that mirrors the lease term.

Wireless Land, L.P.
Dallas, Texas

Asset Class:  Real Estate - Cellular Tower Development
Seller:  Various
Tower Size:  between 100 and 350 feet
Transaction Size:  $5,000,000 to date
Completion Date:  Ongoing
Final Liquidation Date:  N/A - owned by Wireless Land, L.P.

Description:
Viceroy started a cellular tower development company in 2003 called Wireless Land, L.P. (Wireless). The company rents telecommunication tower space to providers of wireless communication services. To date Wireless has built 30 towers in 7 states, with Nextel Partners as its lead tenant. Wireless plans to build at least 30 towers a year for the next five (5) years.

Development and Capital Allocation:
Wireless works with "telecom" friendly real estate owners who wish to lease space to telecom carriers.  From there, a lease is negotiated with the carrier and the tower is developed.  Wireless then seeks to lease the tower to additional carriers.  Wireless uses a combination of debt and equity to finance the construction of the towers.

Denton Drive Service Center
6320 Denton Drive
Dallas, Texas

Asset Class: Real Estate - Industrial/Service Center
Seller: Transcontinental Realty Investors, Inc
Property Size: 123,993 square feet
Transaction Size: Confidential
Purchase Date: October 1998
Final Liquidation Date: N/A - owned by Viceroy Delivery, LP

Description:
Transcontinental (a Real Estate Investment Trust) had purchased the vacant building in a larger portfolio. The previous tenant was in the printing business and had left the building many months earlier. The building presented numerous challenges to any buyer including its 100% vacancy, difficult and poorly perceived sub market (Love Field area), environmental issues related to the previous tenant and a neighboring owner, and its physical challenges (including low clear height, poor column spacing, and no front loading capability).

Viceroy a) found a high-end relocation company as a Tenant, b) received environmental clearance from both the State of Texas and an Indemnity from a large corporate neighbor, c) estimated redevelopment costs, d) obtained an attractive Loan Commitment, and e) purchased the building at a very attractive basis.

Redevelopment, Reposition, and Capital Allocation:
Prior to closing, Viceroy consummated a lease with the Tenant by structuring a lease and partnership loan that effectively gave the Tenant ownership as Tenant paid rent. Viceroy also attracted the Tenant by marketing the building's proximity to the highest per capita income neighborhood in Texas, large percentage of office space, and fully climate controlled environment. The environmental technicalities were quickly analyzed and the partnership requested and received environmental clearance from the State of Texas while also obtaining indemnity from a large corporate neighboring owner. The resolution of all issues allowed Viceroy to close a low interest loan at purchase. Viceroy then redeveloped the asset within the initial projected budget (added front loading dock doors, completed A/C of building, completed large office finish, resurfaced concrete floor in building, etc). The transaction is currently exceeding Proforma. All specific financial details are confidential.

Lomas & Nettleton Corporate Campus
Dallas, Texas

Asset Class: Real Estate - Office
Seller: United States Bankruptcy Court (Delaware)
Property Size: 689,032 square feet (8 buildings)
Transaction Size: $70 Million
Purchase Date: August 1996
Final Liquidation Date: February 1998

Description:
Lomas & Nettleton, once one of the largest mortgage companies in the United States, had built and occupied the eight building campus prior to entering into its second bankruptcy. Two buildings totaling roughly 530,000 square feet were the primary assets in the portfolio. The portfolio was vacant and the sub market (Stemmons Corridor) was not well understood or perceived. Also, the broader D/FW office market was still attempting recovery.

Viceroy was able to purchase the buildings at an attractive per square foot cost and immediately began aggressively operating and marketing the campus. Viceroy created a management and leasing company (Benton Management Services) to manage and lease the buildings.

Norwest Bank (Wells Fargo) leased the largest building in the portfolio within two months of Viceroy's acquisition of the Campus, and purchased the building two months after its lease date. FirstPlus Corporation purchased the remaining large building (248,000 square feet) in February of 1997 and then purchased the remaining five smaller buildings in February of 1998.

Redevelopment, Reposition, and Capital Allocation:
Viceroy acquired the asset all equity, as lenders were not willing to provide financing for vacant buildings without cost prohibitive terms. Also, the buildings required carrying costs (taxes, repair and maintenance, management and staffing, etc) that most buyers were unwilling or unable to incur.

Viceroy reduced operating and capital repair costs by creating its own management and leasing company. The repositioning of the Campus was difficult given the perception of the sub market. Viceroy marketed it as the only large contiguous block of space in the broader D/FW market, and educated interested parties with regard to the Campus's safety, proximity to large labor pools, and cost effectiveness. The transaction exceeded Proforma. All specific financial details are confidential.

Andean Asset Management
Buenos Aires, Argentina

Asset Class: Office, Multi-family, Industrial
Seller: Various
Property Size - Office: 2 Office Buildings containing 400,000 sf 
Property Size Multi-Family:  2 Condominium Towers containing 250 units
Total Transaction Size:  $70,000,000
Purchase/Development Sale: Various

Description:
Andean Asset Management is a full-service real estate asset management company based in Buenos Aires, Argentina. Andean is unique in that it provides a full suite of asset management services backed by Cargill’s 50 years of transacting business in the market and Viceroy’s US asset management experience. This combination of local and US experience creates a real estate company unlike any other in Argentina.  Andean sources and manages investments for foreign capital providers while working to the standards they expect.

Andean’s goal is to help facilitate investment in Argentina’s emerging real estate market via deal origination, co-investment, and real estate investment management. Andean closes the gap between capital providers’ expectations and local market realities. The company currently owns two office buildings and two condominium towers at a cost of $70,000,000.