Exhibit 4.1
COMPOSITE SUBLEASE AGREEMENT
between
universal Development of Tennessee, LLC
and
FORD MOTOR COMPANY
August 12, 2024
TABLE OF CONTENTS
| Page | |
Article I. BASIC LEASE TERMS, EXHIBITS AND ADDITIONAL DEFINITIONS. | 1 | |
1.1 | Definitions of Terms | 1 |
1.2 | Exhibits | 5 |
1.3 | Interests of the Parties | 5 |
1.4 | Intent of the Parties | 5 |
Article II. REPRESENTATIONS AND WARRANTIES. | 5 | |
2.1 | Representations, Warranties, and Covenants of Ford | 5 |
2.2 | Representations, Warranties, and Covenants of UDOT | 6 |
Article III. UDOT SUBLEASE. | 7 | |
3.1 | Demise | 7 |
3.2 | Condition of the Land / Inspection Period | 7 |
3.3 | Initial Site Work | 7 |
3.4 | Quiet Enjoyment | 7 |
3.5 | Indemnity | 8 |
Article IV. CONSTRUCTION OF THE BUILDING. | 8 | |
4.1 | The Building | 8 |
4.2 | Site Plan | 8 |
4.3 | UDOT’s Work | 8 |
4.4 | Performance of UDOT’s Work | 8 |
4.5 | Liquidated Damages | 9 |
Article V. FORD SUBLEASE. | 9 | |
5.1 | Demise | 9 |
5.2 | Quiet Enjoyment | 10 |
5.3 | Ford’s Right of Prior Entry | 10 |
Article VI. TERM. | 10 | |
6.1 | Duration of Term | 10 |
Article VII. RENT. | 10 | |
7.1 | UDOT Sublease | 10 |
7.2 | Payment of Base Rent by Ford | 10 |
7.3 | Rent Commencement Date | 11 |
7.4 | Additional Rent | 11 |
7.5 | Contest | 12 |
7.6 | Terms of Payment | 12 |
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7.7 | Option to Prepay Base Rent and Terminate Lease | 12 |
Article VIII. USE & OCCUPANCY. | 13 | |
8.1 | Use | 13 |
Article IX. SERVICES & UTILITIES. | 13 | |
9.1 | Payment for Services and Utilities | 13 |
Article X. MAINTENANCE, REPAIRS, ACCESS TO THE FACILITY & COMPLIANCE. | 13 | |
10.1 | Maintenance & Repairs | 13 |
10.2 | Access | 14 |
10.3 | Compliance | 14 |
Article XI. IMPROVEMENTS, ALTERATIONS & MECHANICS’ LIENS. | 15 | |
11.1 | Improvements & Alterations | 15 |
11.2 | Facility Expansion | 15 |
11.3 | Mechanics’ Liens | 15 |
Article XII. INDEMNIFICATION & INSURANCE. | 15 | |
12.1 | Covenant to Hold Harmless | 15 |
12.2 | Insurance | 16 |
12.3 | Waiver of Subrogation | 16 |
Article XIII. PRIME LEASE. | 17 | |
13.1 | Performance of Prime Lease Obligations | 17 |
13.2 | Nondistrbance and Attornment Agreement | 17 |
Article XIV. EMINENT DOMAIN. | 17 | |
14.1 | Condemnation | 17 |
Article XV. DAMAGE OR DESTRUCTION. | 17 | |
15.1 | Damage by Fire or Other Casualty | 17 |
15.2 | No Abatement of Rent | 18 |
Article XVI. ASSIGNMENT & SUBLETTING. | 18 | |
16.1 | Assignment and Subleasing by Ford | 18 |
16.2 | Assignment by UDOT | 18 |
Article XVII. EVENTS OF DEFAULT & REMEDIES. | 19 | |
17.1 | Events of Default | 19 |
17.2 | Remedies | 19 |
17.3 | Option Attornment and Assignment | 19 |
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17.4 | Cumulative, Non-Exclusive Remedies | 19 |
17.5 | Legal Expenses | 20 |
Article XVIII. NOTICES. | 20 | |
18.1 | General | 20 |
Article XIX. MISCELLANEOUS. | 21 | |
19.1 | Caption Headings | 21 |
19.2 | Recording | 21 |
19.3 | Construction and Jurisdiction | 21 |
19.4 | WAIVER OF JURY TRIAL | 21 |
19.5 | Net Lease | 21 |
19.6 | Survival | 21 |
19.7 | Force Majeure | 21 |
19.8 | Subleasehold Mortgage | 22 |
19.9 | Entire Agreement | 22 |
19.10 | Public Announcements | 23 |
19.11 | No Partnership or Joint Venture | 23 |
19.12 | Binding Effect | 23 |
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COMPOSITE SUBLEASE AGREEMENT
THIS COMPOSITE SUBLEASE AGREEMENT (the “Agreement”) made, entered into and effective as of August 12, 2024 (the “Effective Date” as further defined below) by and between UNIVERSAL DEVELOPMENT OF TENNESSEE, LLC, a Tennessee limited liability company (“UDOT”), and FORD MOTOR COMPANY, a Delaware corporation (“Ford”).
RECITALS
In consideration of the mutual covenants, conditions and rents hereinafter set forth the Parties hereto covenant and agree as follows:
Article I.
BASIC LEASE TERMS, EXHIBITS AND ADDITIONAL DEFINITIONS.
“Architect.” OKW Architects, LLC (Chicago, IL).
“Additional Rent.” Any and all amounts other than Base Rent and Impositions payable by Ford to UDOT as required under this Agreement.
“Authority.” The Megasite Authority of West Tennessee, a regional development authority created by Tennessee Code Annotated § 64-9-101, et seq.
“Bankruptcy Code.” Title 11 of the United States Code entitled “Bankruptcy,” as in effect now and in the future, or any successor statute.
“Base Rent.” The rent payable by Ford to UDOT pursuant to Section 7.2 herein.
“Base Rent Prepayment Amount.” The three amounts identified in Section 7.7 constitute the prepayment amounts due if Ford elects to exercise one of its three Prepayment Options as described in Section 7.7.
“Building.” The 1,000,000± square foot warehouse/distribution building to be constructed on the Land by UDOT.
“Contractor.” Roncelli, Inc. (Sterling Heights, MI).
“Construction Period.” As defined in Section 4.4 herein.
“Construction Specifications.” The “Construction Specifications” as defined in Section 4.1 and Exhibit B herein.
“Date of Substantial Completion.” The Date of Substantial Completion as defined in Section 4.3 herein.
“Delay.” As defined in Section 4.4 herein.
“Effective Date.” The date set forth in the introductory paragraph of this Agreement and is the commencement date of this Agreement.
“Event of Bankruptcy.” Each of the following shall be an Event of Bankruptcy under this Agreement:
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“Event of Default.” As defined in Section 17.1 herein.
“Expansion Work.” As defined in Section 11.2 herein.
“Facility.” The Land and Building.
“Force Majeure Event.” As defined in Section 19.7 herein.
“Governmental Authority.” Any federal, state, municipal or other governmental authority having control and jurisdiction over the Facility.
“Impositions.” As defined in Section 7.4 herein.
“Initial Site Work.” All work on the Land required of Ford pursuant to the Site Development Matrix.
“Interest.” The rate of 6% per annum, compounded monthly.
“Land.” The real property described in Exhibit A, attached hereto.
“Law.” Any law, ordinance, or regulation of any Governmental Authority.
“Liquidated Damages.” As defined in Section 4.5 herein.
“Mortgagee.” As defined in Section 7.5 herein.
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“Nondisturbance and Attornment Agreement” means a Nondisturbance and Attornment Agreement by and among the Authority, Ford and UDOT pursuant to which (i) the Authority agrees that it will not disturb the possession of the Facility by UDOT under this Agreement if the Prime Lease is terminated for any reason other than the exercise by Ford of its option to purchase the Facility, (ii) UDOT agrees to attorn to the Authority as its lessor of the Facility and (iii) the Authority agrees with UDOT that it may exercise the option to purchase the Facility that was granted to Ford in the Prime Lease.
“Party” and “Parties.” UDOT and Ford, individually and collectively.
“Permitted Use.” The conduct of a material planning and logistics operation and any other use permitted by law.
“PILOT Agreement.” The Agreement For Payments In Lieu Of Ad Valorem Taxes of even date herewith, by and between the Authority and Ford.
“PILOTs.” The payments in-lieu-of taxes required to be paid to the Authority pursuant to the PILOT Agreement.
“Prepayment Option.” The three prepayment options pursuant to Section 7.7.
“Prime Lease.” The Facility Lease Agreement (Supply Chain Vendor – UDOT) of even date herewith, by and between the Authority, as lessor, and Ford, as lessee, pursuant to which the Authority leased the Facility to Ford.
“Rent.” Base Rent and Additional Rent, collectively.
“Site Development Matrix.” The Blue Oval City Development Requirements – Infrastructure and Construction Responsibility attached hereto as Exhibit E.
“Site Work Costs.” As defined in Section 3.3 herein.
“Site Work Cost Statement.” As defined in Section 3.3 herein.
“Subleasehold Mortgage.” As defined in Section 19.8 herein.
“Taxes.” Real property ad valorem taxes (if any) assessed against the Facility.
“Term.” As defined in Section 6.1 herein.
“UDOT Sublease.” The sublease of the Facility by Ford to UDOT pursuant to Section 3.1 of this Agreement.
“UDOT’s Work.” As defined in Section 4.3 herein.
Capitalized terms not defined herein shall have the meaning assigned to such terms in the Prime Lease.
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Exhibit A – The Land
Exhibit B – Construction Specifications
Exhibit C – The Site Plan
Exhibit D – Environmental Requirements
Exhibit E - Site Development Matrix
Article II.
REPRESENTATIONS AND WARRANTIES.
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Article III.
UDOT SUBLEASE.
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Article IV.
CONSTRUCTION OF THE BUILDING.
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Article V.
FORD SUBLEASE.
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Article VI.
TERM.
Article VII.
RENT.
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All of the obligations specified in subsections A., B., and C. above are herein collectively referred to as “Impositions.”
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UDOT agrees to deliver to Ford copies of all notices of Impositions, which UDOT receives promptly upon receipt.
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If Ford elects to exercise one of the three Prepayment Option payments identified above and pays the agreed upon Base Rent Prepayment Amount identified above to UDOT in full, plus any Additional Rent that is then due, this Agreement shall terminate (including, without limitation, UDOT’s rights under Section 3.1 hereof). Notwithstanding anything contained herein to the contrary, Ford shall have no option or ability to prepay Base Rent and terminate this Sublease except as set forth herein in this Section 7.7, unless otherwise agreed by the parties.
Article VIII.
USE & OCCUPANCY.
Article IX.
SERVICES & UTILITIES.
Article X.
MAINTENANCE, REPAIRS, ACCESS TO THE FACILITY & COMPLIANCE.
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Article XI.
IMPROVEMENTS, ALTERATIONS & MECHANICS’ LIENS.
Article XII.
INDEMNIFICATION & INSURANCE.
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Article XIII.
PRIME LEASE.
Article XIV.
EMINENT DOMAIN.
Article XV.
DAMAGE OR DESTRUCTION.
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Article XVI.
ASSIGNMENT & SUBLETTING.
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Article XVII.
EVENTS OF DEFAULT & REMEDIES.
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Article XVIII.
NOTICES.
To Ford: | Ford Motor Company |
| 17000 Rotunda, First Floor South |
| Dearborn, Michigan 48120 |
| Attn: Real Estate Counsel |
| Email: dbyrne33@ford.com |
|
|
With a copy to: | Ford Motor Company |
| 1 American Road |
| Dearborn, Michigan 48126 |
| Attn: Corporate Secretary |
| Email: notice@ford.com |
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To UDOT: | UDOT Development of Tennessee, LLC |
| 12755 E. 9 Mile Road |
| Warren, MI 48089 |
| Attn: Tim Phillips |
| Email: tphillips@UDOTlogistics.com |
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With a copy to: | Crown Enterprises, LLC |
| 12225 Stephens Rd. |
| Warren, MI 48089 |
| Attn: Edward Girodat/Real Estate |
| Email: egirodat@crownenterprises.com |
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With a second copy to: | Wolfson Bolton Kochis PLLC |
| 3150 Livernois, Suite 275 |
| Troy, MI 48083 |
| Attn: Jake Howlett |
| Email: thowlett@wolfsonbolton.com |
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Article XIX.
MISCELLANEOUS.
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IN WITNESS WHEREOF, the Parties hereto have hereunder set their hands and seals as of the date first above written.
UNIVERSAL DEVELOPMENT OF TENNESSEE, LLC, | |
A Tennessee limited liability company | |
|
|
By: | /s/ Rob Stamper |
Name: | Rob Stamper |
Its: | President |
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IN WITNESS WHEREOF, the Parties hereto have hereunder set their hands and seals as of the date first above written.
FORD MOTOR COMPANY | |
| |
By: | /s/ Daniel G. Byrne |
Name: | Daniel G. Byrne |
Title: | Attorney and Agent |
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