Exhibit 10f
CLOSING STATEMENT
Seller: RTC LLC, a Georgia limited liability company
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Purchaser: ROLLINS CONTINENTAL, INC., a New York corporation
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Property: 2546-2570 Northeast Expressway, Atlanta, Georgia,
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located in Land Lots 205 and 234, 18th District,
DeKalb County, Georgia (the "Property")
Purchase Price: $3,050,000.00
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Closing Agent: Arnall Golden & Gregory, LLP
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Closing Date: As of October 31, 2002
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I. Adjustments and Prorations
Purchase Price: $ 3,050,000.00
Plus Purchaser's share of 2002 DeKalb
---- County taxes (See Schedule A)
Real Estate Taxes $ 4,913.55
Personal Property Taxes $ 184.22
Less Security Deposits under the Leases
---- as shown on Schedule B $ <9,887.17>
Less Purchaser's share of the rent
---- due under the Leases as
Described on Schedule C $ <3,987.88>
NET AMOUNT DUE SELLERS FROM PURCHASER $ 3,041,222.72
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II. Sellers' Accounts
Net Amount Due Seller from Purchaser $ 3,041,222.72
Less Disbursements on Behalf of Seller:
1. DeKalb County Tax Commissioner
Real Estate - Tax Parcels 18-205-4-1
and 18-234-1-18 $ <14,701.28>
2. DeKalb County Tax Commissioner
Personal Property Taxes for
Orkin Training Center c/o RTC LLC
- Acct. # 4298142 $ <551.97>
NET CASH DUE SELLER AT CLOSING
[to be wire transferred per Par. 3 of Sec. IV] $ 3,025,969.47
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III. Purchaser's Account
Net Amount Due Seller from Purchaser $ 3,041,222.72
Plus Disbursements on behalf of Purchaser:
1. Estimated recording costs payable
to Clerk, DeKalb County Superior
Court $ 40.00
2. Georgia Transfer Tax payable to Clerk,
DeKalb Superior Court $ 3,050.00
2. Slutzky, Wolfe & Bailey
Title Premium, Fees and Expenses $ 3,614.00
3. Legal Fees to Arnall Golden &
Gregory, LLP $ 3,000.00
4. Survey expenses to Tate Engineering
and Surveying, Inc. (Est.) $ 1,000.00
NET CASH DUE FROM PURCHASER AT CLOSING
[to be wire transferred to Closing
Agent per Par. 2 of Sec. IV hereof] $ 3,051,926.72
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IV. Agreement of Parties
1. The parties hereto each agree and acknowledge that they have each
reviewed and approved the adjustments, prorations and disbursements shown
herein. The parties acknowledge that certain amounts set forth above are
estimates based on previous billings or are subject to adjustment in the future.
The parties hereto agree to adjust any of the amounts set forth on this Closing
Statement if and when any and all corrected and/or final bills are received and
to cooperate in correcting any errors, mathematical or otherwise, on this
Closing Statement. Notwithstanding anything in the Agreement to the contrary,
this provision shall survive the Closing in accordance with the terms of the
Agreement.
2. Wire Transfer to Closing Agent. Section III requires that Total Funds
are to be wired by Purchaser to the Closing Agent by wire transfer to the
account set forth below. Upon receipt of these funds Closing Agent shall
disburse all of said funds by either wire transfer or check to the parties
listed in Sections II and III of this Closing Statement.
Amount of Wire: $3,051,926.72
Account of: Arnall Golden & Gregory Escrow Account
Bank: Bank of America
Address of Bank: 600 Peachtree Street, N.E., Suite 1100
Atlanta, Georgia 30308
Account No.: Account No. 0001023-62-960
Bank's ABA No.: ABA # 061-0000-52
FOR BENEFIT OF: RTC LLC - Sale to Rollins Continental,
Inc.[Client File # 3716-1097]
Responsible Attorney:Paula A. Ball, Esq.
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Instruct Bank of America to contact the following upon
receipt of the funds: Keith Knoll (404)873-8126 or Erica
Gassaway (404) 873-8558
3. Subject to receipt and collection at Closing of the TOTAL CASH DUE FROM
PURCHASER AT CLOSING, Arnall Golden & Gregory, LLP is hereby authorized and
directed to (i) make the Disbursements on Behalf of Sellers listed in Section II
above at Closing, (ii) make the Disbursements on Behalf of Purchaser listed in
Section III above at Closing, and (iii) wire transfer an amount to Seller equal
to the NET CASH DUE SELLER AT CLOSING, as herein provided, pursuant to the
following wire transfer instructions, at Closing:
Wiring Instructions for Seller:
Amount of Wire: $3,025,969.35
Bank: The Northern Trust Company
50 S. LaSalle Street
Chicago IL 60675
ABA #: 071000152
For: General Debit Incoming Trust #5186061000,
Attention: Cash
Processing C-1N
For further credit to: R. Randall Rollins, Acct. #26-04744
4. Possession of the Property shall be granted to the Purchaser at Closing.
5. The parties hereto agree that any prorations relating to the Oral lease
agreement between RTC LLC and Rollins Continental, Inc. shall be handled outside
of closing.
6. To facilitate execution, this Closing Statement may be executed in
multiple counterparts. It shall not be necessary that the signatures on behalf
of all parties appear on each counterpart hereof. All counterparts hereof shall
collectively constitute a single agreement. Signatures delivered by means of
telephonic facsimile or other electronic data transfer shall be binding upon the
parties.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Closing Statement as
of the day and year first above written.
PURCHASER:
ROLLINS CONTINENTAL, INC, a
Georgia corporation
By:/s/Harry Cynkus
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Harry Cynkus
Secretary-Treasurer
SELLER:
RTC LLC, a
Georgia limited liability company
By:/s/R. Randall Rollins
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R. Randall Rollins
Managing Member
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SCHEDULE A
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Ad Valorem Property Tax Prorations
Personal Property taxes
for Tax Year 2002
Tax Parcel No. Total Amt. Paid Bal. Due/Pd. at Closing
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Tax Parcel 18-205-4-1 (Real Estate) $29,384.41 $14,692.21 $14,692.21
Tax Parcel 18-234-1-18 (Real Estate) $18.14 $9.07 $9.07
Total $29,402.55 $14,701.28 $14,701.28
Personal Property Total Amt. Paid Bal. Due/Pd. at Closing
- ---------------------------------- --------- ---------- -----------------------
Personal Property - Orkin Training $1,103.94 $551.97 $55l.97
Center c/o RTC LLC
County No. 4298142
Total Due $1,103.94 $551.97 $551.97
Proration of Real Estate Taxes:
Total Amount of 2002 Ad valorem taxes Paid by Seller = $ 29,884.41
[$29,402.55 / 365 days = $80.55 per diem}
Purchaser's Share = $80.55 per diem x 61 days = $4,913.55
Proration of Personal Property Taxes:
Total Amount of 2002 taxes Paid by Seller = $ 1.103.94
[$1,103.94 / 365 days = $3.02 per diem}
Purchaser's Share = $3.02 per diem x 61 days = $184.22
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Schedule B
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List of Security Deposits
Tenant Amount
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Lamar $ None
Crosslink Orthopedic $ 3,470.50
Tatung Trading Co. $ 6,416.67
Total $9,887.17
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SCHEDULE C
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Rent Prorations
1. (Sign Lease) - Lease between 85-X-Way, as Landlord, and Lamar
Advertising Company, as successor to National Advertising Company, as
Tenant, dated June 12, 1991, consisting of 14' x 48' parcel located at
No. _______ N.E. Expressway, Atlanta, Georgia.
Annual Rent paid in full prior to Closing.
Total Annual Rent = $13,500.00
* Purchaser's share = $15,002.22 / 365 days = $41.10 per diem x 61
days) = $2,507.10
2. Lease between Helmer Realty Associates, Inc., as Landlord, and
Crosslink Orthopedic L.L.C., as Tenant, dated March 5, 1999, as
amended, consisting of 6,547 square feet known as Unit/Space No. 2548-A
and 2550 N.E. Expressway, Atlanta, Georgia.
Rent is due and payable on the 15th of each month.
Monthly Rent = $3,278.95
* Purchaser's share = $3,278.95 / 31 days = $105.77 per diem x 14 days)
= $1,480.78
3. Lease between 85X Way ("Landlord"), as landlord, and Tatung Trading
Co., Inc., f/k/a Chinaware and Arts, Inc. ("Tenant"), dated November
26, 1985, as amended, consisting of 20,104 square feet known as
Unit/Space No. 2546 N.E. Expressway, Atlanta, Georgia.
No prorations applicable. Rent current through October 31, 2002
4. Lease arrangement between RTC LLC, as lessor, and Rollins Continental,
Inc. as Lessee, commencing June 26, 2000 and as approved by the Board
of Rollins Continental, Inc. pursuant to Proposal of Purchase of The
Rollins Training Center as submitted for the approval of the Audit
Committee and Board of Directors for Rollins Inc. dated October 22,
2002.
ALL PRORATIONS BETWEEN RTC LLC AND ROLLINS CONTINENTAL, INC. ARE BEING
HANDLED OUTSIDE OF CLOSING..
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* Purchaser's Share of Prorations: Sign Lease $2,507.10
Crosslink Orthopedic L.L.C $1,480.78
TOTAL $3,987.88
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