EXHIBIT 10.12
LOAN AGREEMENT
LOAN AGREEMENT
----------------
This Loan Agreement is made this 19th day of January, 1996, by and
between COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation ("Borrower")
and PRINCIPAL MUTUAL LIFE INSURANCE COMPANY, an Iowa corporation ("Lender").
RECITALS
A. Borrower is the owner of certain real property, legally described in
Exhibit "A" attached hereto and made a part hereof (the "Premises").
B. Borrower has requested and Lender has agreed to make a loan to Borrower
in the maximum principal amount of Thirty-Nine Million Four Hundred Fifty
Thousand and 00/100 Dollars ($39,450,000.00) ("Loan") pursuant to the terms
and conditions of that certain Mortgage Loan Commitment Application (the
"Commitment") dated October 10, 1995 as amended by Letter Agreement dated
October 30, 1995.
C. The Loan is evidenced by a Secured Promissory Note (the "Note") and is
secured by those certain mortgages, deeds of trust, deeds to secure debt or
other similar instruments (collectively, the "Mortgage") dated this date made
by Borrower in favor of Lender encumbering the Premises, those certain
Assignment of Leases and Rents dated this date made by Borrower in favor of
Lender, and various other documents, each of which evidences or secures the
Loan or evidences such security.
D. The principal balance of the Loan has been allocated by Borrower and
Lender to each of the parcels of real estate comprising the Premises as more
particularly set forth in Exhibit B attached hereto and made a part hereof
(the "Loan Allocation").
E. Notwithstanding certain provisions of the Note or Mortgage to the
contrary, Lender has agreed that Borrower may obtain the release of certain
portions of the Premises in return for the grant of substitute collateral, or
the prepayment of a portion of the Loan in excess of the value of the portion
of the Premises released, all as more particularly set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, conditions,
promises and agreements herein contained, the sufficiency of which is hereby
acknowledged, IT IS HEREBY AGREED AS FOLLOWS:
ARTICLE ONE
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INCORPORATION OF RECITALS; DEFINITIONS
Recitals A. through E., both inclusive, immediately above, are
incorporated into this Article One as though fully set forth herein. Unless
otherwise provided herein, all capitalized terms used shall have the same
meaning as set forth in the Mortgage.
ARTICLE TWO
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SUBSTITUTION OF REAL PROPERTY
---------------------------------
2.01 Notwithstanding anything contained in the Mortgage or the other
Loan Documents to the contrary, so long as no Event of Default exists under
the Note or Mortgage, Lender agrees, upon the request of Borrower, to release
the lien of the Loan Documents from any property which comprises a portion of
the Premises upon the following conditions:
A. Borrower shall grant to Lender a valid, perfected first
mortgage lien on a parcel of real property (a "Substitute Premises")
whose value and net operating income is equal to or greater than the
value and net operating income of the property for which a release is
requested and the tenant of which Substitute Premises has a credit
rating equal to or better than the tenant or guarantor, as applicable,
of the property for which a release is requested, all as determined by
Lender in its sole and absolute discretion.
B. Borrower shall satisfy with respect to the Substitute
Premises all of the conditions of closing for the Premises set forth in
the Commitment, including, without limitation, approval by Lender of the
leases and tenants of such property, plus any other conditions then
being imposed by Lender for mortgage loans on real property with any
underwriting criteria similar to the Substitute Premises.
C. Borrower shall pay to Lender an underwriting fee equal to
the sum of (i) $5,000.00 for each Substitute Premises included in the
substitution transaction, plus (ii) $1,500.00 for each substitution
transaction. In addition, Borrower shall pay for all of Lender s costs
and reasonable fees incurred in connection with such substitution,
including without limitation, appraisals, legal counsel, survey, title
insurance, recording and escrow charges, environmental reports,
documentary stamps or intangible taxes, and property inspection reports.
2.02 Upon the substitution of real property acceptable to Lender, the
Loan Documents shall be amended to add the documents encumbering the
Substitute Premises to the cross-default and cross-collateral provisions
thereof, and Exhibit A hereto shall be automatically adjusted to add such
Substitute Premises and delete any released portion of the Premises, without
any further action by Borrower and Lender.
2.03 In the event Lender from time to time accepts any Substitute
Premises, Lender may, in its sole discretion, reallocate the then outstanding
principal balance of the Note among each property then comprising the
Premises, including the Substitute Premises, and Exhibit B attached hereto and
made a part hereof, shall be deemed to be automatically so adjusted without
any further action by Borrower and Lender.
ARTICLE THREE
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SUBSTITUTION OF U.S. TREASURY SECURITIES
---------------------------------------------
3.01 Notwithstanding anything contained in the Mortgage or the other
Loan Documents to the contrary, so long as no Event of Default exists under
the Note or Mortgage, Lender agrees, upon the request of Borrower, to release
the lien of the Loan Documents from all of the Premises upon the following
conditions:
A. Borrower shall deliver to Lender, and grant a valid,
perfected first security interest in, U.S. Treasury securities in form
and principal amount reasonably satisfactory to Lender. The U.S.
Treasury securities provided to Lender must have a cash flow at least
equal to or greater than the required monthly payments of principal and
interest and the balloon payment at maturity under the terms of the
Note.
B. In connection with a substitution of U.S. Treasury
securities for the Premises, Borrower shall pay Lender a processing fee
of $10,000.00. In addition, Borrower shall pay for all of Lender s
costs and fees incurred in connection with such substitution of
collateral, including without limitation, outside legal counsel fees.
Further, Borrower shall cooperate with Lender in documenting such
transaction, and shall take all actions reasonably required by Lender in
furtherance of the requested substitution of collateral.
ARTICLE FOUR
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PARTIAL PREPAYMENTS; ALLOCATION OF PRINCIPAL PAYMENTS
------------------------------------------------------------
4.01 Notwithstanding anything contained in the Mortgage or the other
Loan Documents to the contrary, so long as no Event of Default exists under
the Note or Mortgage, Lender agrees upon the request of Borrower to release
the lien of the Loan Documents from any property which comprises a portion of
the Premises upon the following conditions:
A. Borrower shall prepay to Lender 125% of the principal
balance of the Loan allocated to such portion of the Premises, as such
amount is originally set forth on Exhibit B as such amount may be
increased or reduced from time to time as herein described, plus a Make
Whole Premium calculated on the amount of such prepayment; and, upon
such prepayment the monthly payment under the Note shall be reduced
accordingly.
B. So long as no Event of Default exists under the Note or the
Mortgage, upon receipt by Lender of monthly installments of principal,
the portion of such principal payment equal to the percentage of the
principal balance of the Note allocated to each property comprising the
Premises as set forth on Exhibit B, and as adjusted from time to time
pursuant to the provision of Section 2.03 above, shall be applied pro
rata to reduce such allocated principal amount of each property.
Similarly, so long as no Event of Default exists under the Note or the
Mortgage, upon receipt of a prepayment pursuant to Section 4.01A, only
the portion of such prepayment in excess of the 100% allocated Loan
amount (exclusive of the Make Whole Premium) shall be allocated pro rata
to all remaining properties in accordance with the ratio of the
percentages contained on Exhibit B, exclusive of the allocation to the
property being released as a result of such prepayment, as the same may
be adjusted from time to time pursuant to the provisions of Section 2.03
above. Upon the written request of Borrower from time to time, Lender
shall confirm the allocated Loan amount of each property.
ARTICLE FIVE
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CONDITIONAL RECOURSE; KMART LEASE GUARANTIES
--------------------------------------------------
5.01. The obligations of each Lessee of portions of the Premises
described as Store Numbers 84 (OfficeMax, Dallas, Texas), 99 (OfficeMax,
Cincinnati, Ohio). 126 (Borders, Wilmington, Delaware) and 134 (Borders,
Richmond, Virginia) are guaranteed by Kmart Corporation ("Kmart"), each
pursuant to the terms of a written Lease Guaranty (each a "Kmart Guaranty" and
collectively, the "Kmart Guaranties").
5.02 Lender required as a condition of funding the Loan that Borrower
provide to Lender the written affirmation of Kmart s obligations pursuant to
the Kmart Guaranties. Borrower has of yet been unable to obtain the written
affirmation of Kmart.
5.03 Notwithstanding any exculpation of Borrower contained herein or in
any of the Loan Documents to the contrary, until such time as Borrower
provides a written affirmation of Kmart reasonably acceptable to Lender with
respect to any of the Kmart Guaranties, at any time following an Event of
Default by the Lessee under any of the leases which is the subject of any
Kmart Guaranty, Kmart denies liability under such Kmart Guaranty on account of
the lack of due execution or delivery thereof, or on account of the release of
Kmart thereunder for any reason whatsoever other than strictly in accordance
with the terms thereof, Borrower, but not its shareholders, officers,
directors, employees or agents, shall be personally liable to Lender for 125%
of the amount set forth on Exhibit B which is allocated to the respective
portion of the Premises which is the subject of such Kmart Guaranty, plus the
Make Whole Premium calculated on such amount had such amount been prepaid as
of the date of the Event of Default. Borrower s liability hereunder shall
continue notwithstanding any action or inaction by Borrower or the Lessee
under the respective lease, whether or not Lender is deemed secure from other
sources, and whether or not Borrower or Lender chooses to pursue any remedies
against the respective Lessee for its default. The provisions of this Article
5 shall terminate as to each particular portion of the Premises subject hereto
upon Lender s receipt of the aforesaid satisfactory evidence of the
affirmation of the applicable Kmart Guaranty.
ARTICLE SIX
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CONDITIONAL RECOURSE; SEARS LEASE
-------------------------------------
6.01 The portion of the Premises described as store Number 40 (Sears,
Orlando, Florida) is occupied by Sears, Roebuck & Co. ("Sears") pursuant to
the terms of a written lease dated December 10, 1990 (the "Sears Lease").
Lender required as a condition of funding the Loan that Borrower provide to
Lender a written ratification of the Sears Lease by Sears. Borrower has of
yet been unable to obtain such a written ratification.
6.02 Notwithstanding any exculpation of Borrower contained herein or in
any of the other Loan Documents to the contrary, until such time as Borrower
provides Lender with a written ratification of the Sears Lease by Sears
reasonably acceptable to Lender, in the event Sears denies liability under the
Sears Lease on account of lack of due execution by the Landlord thereunder,
Borrower, but not its shareholders, officers, directors, employees or agents,
shall be personally liable to Lender for 125% of the amount set forth on
Exhibit B which is allocated to Store Number 40, as such amount may be
modified from time to time, plus the Make Whole Premium calculated on such
amount had such amount been prepaid as of the date Sears claims that the Sears
Lease is unenforceable on account of lack of due execution by the Landlord
thereunder.
ARTICLE SEVEN
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CASUALTY DAMAGE TO WILMINGTON, DELAWARE PROPERTY;
-------------------------------------------------------
RELEASE OF COLORADO SITE
---------------------------
7.01 Lender acknowledges that prior to the date of this Agreement, a
portion of the roof of Store Number 126 (Borders, Wilmington, Delaware) was
damaged as a result of excessive snow and ice build-up on the roof of the
building. A portion of the roof over the rear of the building partially
collapsed. The store is temporarily closed pending reconstruction by Border s
Inc. ("Borders") pursuant to its Lease (the "Borders' Lease"). Borders
remains obligated to pay rent during any period of reconstruction in
accordance with the terms of the Borders Lease.
7.02 Notwithstanding the casualty damage to such portion of the
Premises (the "Delaware Site"), Lender is willing to fund the Loan and include
the Delaware Site as security therefor, provided that Borrower also grant to
Lender as additional security for the Loan, a Deed of Trust or other security
interest in Store Number 106 (Barnes & Noble, Denver, Colorado) (the "Colorado
Site").
7.03 Upon the written request of Borrower, provided Borrower is not
then in default under any obligation of Borrower hereunder or under any of the
Loan Documents, Lender agrees to release the lien of the Loan Documents from
the Colorado Site upon the receipt of Lender of the following:
A. The written certification of an architect reasonably
acceptable to Lender licensed in the State of Delaware that the
improvements on the Delaware Site have been reconstructed substantially
in compliance with the plans and specifications therefor.
B. A certificate of occupancy or other similar permit issued by
each governmental authority having jurisdiction over the Delaware Site
from which such a certificate is required for the operation by Borders
of its store thereon.
C. Written estoppel letter from Borders, in substantially the
same form as was delivered to Lender in connection with the funding of
the Loan, confirming that:
1. its store operated pursuant to the Borders' Lease is
open for business with the public;
2. the reconstruction of the Store has been completed to
Borders' satisfaction; and
3. the Borders Lease remains in full force and effect,
without any amendment or modification and with no
default thereunder by Borders or Borrower.
D. Evidence that the cost of reconstruction of its store has
been fully paid for in the form of either (i) an estoppel letter from
Borders, (ii) title insurance against potential liens for any
reconstruction related work, or (iii) a cash escrow or other reasonable
assurance against mechanics liens reasonably satisfactory to Lender.
E. An endorsement to Lender s title insurance policy updating
the mechanic's lien coverage on the Delaware Site to include the date of
the release of lien on the Colorado Site.
F. A site inspection report of the Delaware Site and its
improvements satisfactory to Lender made by any employee or employees of
Lender, independent contractor or contractors, or any combination
thereof confirming any or all of the foregoing.
G. Payment of all reasonable out-of-pocket expenses incurred by
Lender in connection with any of the foregoing, as well as an
administrative release fee equal to $2,500.00.
H. Such other items as Lender may reasonably request.
ARTICLE EIGHT
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CROSS-COLLATERAL; USE OF PROCEEDS
-------------------------------------
8.01 Borrower intends that each obligation of Borrower pursuant to the
Mortgage be secured by each parcel of real property comprising the Premises.
Upon the occurrence of any Event of Default by Borrower hereunder or under the
Loan Documents, all rents, income or other proceeds of any portion of the
Premises may be applied by Lender, in its sole and absolute discretion, with
respect to any expense incurred related to any portion of the Premises,
regardless of the source thereof.
ARTICLE NINE
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GENERAL
--------
9.01. This Agreement contains the entire agreement and understanding of
the parties in respect to the subject matter hereof, and the same may not be
amended, modified or discharged nor may any of its terms be waived, except by
an instrument in writing signed by the party to be bound thereby. The waiver
of any term or provision of this Agreement shall not constitute a waiver of
any other term or provision of this Agreement, nor shall the right to require
any enforcement of any term or provision of this Agreement be permanently
waived, if a continuing breach of any such term or provision arises. The
parties agree that upon execution of this Agreement the Commitment shall merge
herein and the provisions of the Commitment shall automatically become null
and void.
9.02. The parties each agree to do, execute, acknowledge and deliver all
such further acts, instruments and assurances and to take all such further
action before or after the closing as shall be necessary or desirable to
perform this Agreement and consummate and effect the transactions contemplated
hereby.
9.03. Terms.
A. The terms "hereby," "hereof," "hereto," "herein,"
"hereunder" and any similar terms shall refer to this Agreement, and the
term "hereafter" shall mean after, and the term "heretofore" shall mean
before, the date of this Agreement.
B. Words of the masculine, feminine or neuter gender shall mean
and include the correlative words of other genders, and words importing
the singular number shall mean and include the plural number and vice
versa.
C. Words importing persons shall include firms, associations,
partnerships (including limited partnerships), trusts, corporations and
other legal entities, including public bodies, as well as natural
persons.
D. The terms "include," "including" and similar terms shall be
construed as if followed by the phrase "without being limited to."
E. Whenever under the terms of this Agreement the time for
performance of a covenant or condition falls upon a Saturday, Sunday or
holiday, such time for performance shall be extended to the next
business day. Otherwise, all references herein to "days" shall mean
calendar days.
F. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
G. Time is of the essence of this Agreement.
9.04 The following is added to this Agreement pursuant to the
requirements of Missouri law, more particularly Section 432.045 R.S.Mo.; as
used below "borrower(s)" shall mean Borrower and "creditor" shall mean Lender:
ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S))
AND US (CREDITOR) FORM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,
WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
9.05 Nothing herein constitutes any admission by Borrower of any defect
in, or unenforceability of, the Kmart Guarantees or the Sears Lease.
9.06 Notwithstanding any provisions in any Mortgage or other Loan
Document to the contrary, Lender acknowledges and agrees that the matters
disclosed in the Affidavit of President of Borrower of even date herewith are
hereby accepted by Lender and shall not constitute the basis for a breach of
any representation or warranty contained in any of the Loan Documents.
ARTICLE TEN
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BORROWER EXCULPATION
-----------------------
10.01 Notwithstanding any provision to the contrary in the Note, the
Mortgage, or any other Loan Document, and except as otherwise provided in this
paragraph, the liability of Borrower under the Loan Documents shall be limited
to the interest of Borrower in the Premises and the rents, issues, proceeds
and profits thereof. In the event of foreclosure of the liens evidenced by
the Loan Documents, no judgment for any deficiency upon the indebtedness
evidenced by the Loan Documents shall be sought or obtained by Lender against
Borrower. Nothing contained in this paragraph shall:
(A) prevent the failure of Borrower to make any payment or to perform
any obligation under any of the Loan Documents within the time
periods provided therein from being an Event of Default
thereunder;
(B) be construed as limiting the obligations of Borrower to any lessee
under any lease of the Premises;
(C) in any way limit or impair the lien or enforcement of the Loan
Documents pursuant to the terms thereof; or
(D) limit the obligations of any indemnitor or guarantor, if any, of
obligations of Borrower under the Loan Documents.
10.02 Notwithstanding the foregoing paragraph, Borrower, but not
its shareholders, officers, directors, employees or agents, shall be
personally liable to Lender for:
(A) failure of Borrower to comply with paragraphs 2 (taxes and
assessments) and 3 (insurance) of the Mortgage (or in connection
with the Deed to Secure Debt paragraphs 1.02 (taxes, liens and
other charges) and 1.03 (insurance)) with respect to amounts
accruing prior to a Sale of the Premises, as defined below;
(B) any event or circumstance for which Borrower indemnifies Lender
under paragraph 1(m) (environmental indemnity) of the Mortgage (or
in connection with the Deed to Secure Debt paragraph 1.06(m)
(Environmental Indemnity));
(C) failure of Borrower to pay utilities accruing prior to a Sale of
the Premises, as defined below, on or before the date such
payments are due;
(D) operation and maintenance of the Premises applicable to the time
period prior to a Sale of the Premises, as defined below;
(E) any sums expended by Lender in fulfilling the obligations of
Borrower as lessor under any lease of the Premises prior to a sale
of the Premises pursuant to foreclosure or power of sale, a bona
fide sale (permitted by the terms of paragraph 1(l) of the
Mortgage (or in connection with the Deed to Secure Debt paragraph
1.06(i))or consented to in writing by Lender) to an unrelated
third party or upon conveyance to Lender of the Premises by a deed
acceptable to Lender in form and content (each of which shall be
referred to as a "Sale" for purposes of this paragraph) or
expended by Lender after a Sale of the Premises for obligations of
Borrower which arose prior to a Sale of the Premises;
(F) any rents or other income regardless of type or source of payment
(including, but not limited to, CAM charges, lease termination
payments, refunds of any type, prepayment of rents, settlements of
litigation, or settlements of past due rents) from the Premises
which Borrower has received or has a right to receive after an
Event of Default under the Loan Documents or an event which with
the passage of time, the giving of notice or both would constitute
an Event of Default, either or both of which has occurred and is
continuing, and which are not applied to (A) expenses of operation
and maintenance of the Premises and the taxes, assessments,
utility charges and insurance of the Premises, taking into account
sufficient reserves for the same and for replacements and
recurring items, and (B) payment of principal, interest and other
charges when due under the Loan Documents; provided that any
payments to parties related to Borrower shall be considered
expenses of operation only if they are at market rates or fees
consistent with market rates or fees for the same or similar
services;
(G) any security deposits of tenants not turned over to Lender upon
conveyance of the Premises to Lender pursuant to foreclosure or
power of sale or by a deed acceptable to Lender in form and
content;
(H) misapplication or misappropriation of tax reserve accounts, tenant
improvement reserve accounts, security deposits, prepaid rents or
other similar sums paid to or held by Borrower or any other entity
or person in connection with the operation of the Premises;
(I) any waste committed or allowed by Borrower with respect to the
Premises prior to a Sale of the Premises;
(J) any insurance or condemnation proceeds or other similar funds or
payments with respect to a casualty or condemnation occurring
prior to a Sale of the Premises, applied by Borrower in a manner
other than as expressly provided in the Loan Documents;
(K) any breach or violation of paragraph 1(l) (due on sale or
encumbrance) of the Mortgage (or in connection with the Deed to
Secure Debt paragraph 1.06(i) (due on sale or encumbrance)), other
than the filing of a nonmaterial mechanic's lien affecting the
Premises, the granting of any utility or other nonmaterial
easement or servitude burdening the Premises, or any other
transfer or encumbrance not in the nature of a transfer, reduction
or impairment of any material economic interest in the Premises;
and
(L) any fraud or willful misrepresentation by Borrower regarding the
Premises, the making or delivery of any of the Loan Documents or
in any materials or information provided by Borrower in
connection with the loan.
Notwithstanding anything herein contained to the contrary, Borrower, but
not its shareholders, officers, directors, employees, or agents shall be
personally liable to Lender for 125% of the amount set forth on Exhibit
B, as adjusted from time to time pursuant to Section 2.03 above, which
is allocated to the respective portion of the Premises (the "Applicable
Portion of the Premises"), plus the Make Whole Premium calculated on
such amount had such amount been prepaid as of the date of the
occurrence set forth below:
(a) in the event of any amendment, modification or termination by
Borrower of the particular Lease (as defined in the Mortgage, Deed
to Secure Debt or Deed of Trust with respect to the Applicable
Portion of the Premises) for the Applicable Portion of the
Premises without the prior written consent of Lender;
(b) in the event the Lessee (as defined in the Mortgage, Deed to
Secure Debt or Deed of Trust with respect to the Applicable
Portion of the Premises) under the particular Lease for the
Applicable Portion of the Premises is not obligated to notify
Lender of a default by Borrower and Borrower defaults under said
Lease and Lender does not receive notice of said default following
the occurrence thereof within a reasonable period of time to
effect cure of said default; or
(c) in the event Borrower violates any exclusive use or non-compete
provision granted to the Lessee under the particular Lease for the
Applicable Portion of the Premises.
IN WITNESS WHEREOF, the parties have caused this Loan Agreement to be
duly executed and delivered as of the date first above written.
COMMERCIAL NET LEASE REALTY, INC.,
a Maryland corporation
By: /s/Gary M. Ralston
------------------------------
Its: Executive Vice President
------------------------------
PRINCIPAL MUTUAL LIFE INSURANCE COMPANY,
an Iowa corporation
By: /s/JoEllen J. Watts
------------------------------
Its: Counsel
------------------------------
By: /s/Stephen G. Skrivanek
------------------------------
Its: Counsel
------------------------------
EXHIBIT B
LOAN AGREEMENT
Loan Allocation Amounts
%
ALLOCATION
LOAN TO TOTAL
STORE PROPERTY STREET ADDRESS CITY STATE ALLOCATION AMOUNT
- --------------------------------------------------------------------------------------------------------------------------------
40 Sears 2000 Principal Row Orlando FL $ 1,676,900.00 4.251
52 Food Lion Route 2, Box 2500 Keystone Heights FL $ 1,079,531.00 2.736
59 Food Lion 3710 Brainard Rd. Chattanooga TN $ 1,136,988.00 2.882
74 Int'l House
of Pancakes 12725 Southwest Freeway Stafford TX $ 532,299.00 1.349
75 Int'l House
of Pancakes 10893 Sunset Hills Plaza Sunset Hills MO $ 562,589.00 1.426
78 Int'l House
of Pancakes 6870 W. Cheyenne Ave. Las Vegas NV $ 632,526.00 1.603
79 Int'l House
of Pancakes 8640 E. Hwy 30 Ft. Worth TX $ 588,447.00 1.492
80 Int'l House
of Pancakes 5920 W. Interstate 20 West Arlington TX $ 565,070.00 1.432
81 Int'l House
of Pancakes 9253 E. Independence Blvd. Matthews NC $ 577,942.00 1.465
82 Int'l House
of Pancakes 1920 Bell Rd. Phoenix AZ $ 581,831.00 1.475
83 Eckerd Drug 2806 Nogalitos Ave. San Antonio TX $ 683,545.00 1.733
84 OfficeMax 15440 Dallas Parkway Dallas TX $ 1,578,284.00 4.001
87 Eckerd Drug 4610 Frankford Road Dallas TX $ 658,556.00 1.669
88 Office Depot Hwy 360 & Randol Mill Rd. Arlington TX $ 1,120,190.00 2.840
89 Eckerd Drug 3141 Broadway Blvd. Garland TX $ 529,918.00 1.343
90 Eckerd Drug 1800 Brown Blvd. Arlington TX $ 560,824.00 1.422
93 Eckerd Drug 47 High St. Millville NJ $ 695,590.00 1.763
94 Eckerd Drug Hicks and Floyd Road Atlanta GA $ 621,619.00 1.576
97 Computer City 7440 SW 88th St. Miami FL $ 2,555,634.00 6.478
98 Eckerd Drug Route 45 and Berkley Road Mantua NJ $ 723,142.00 1.833
99 OfficeMax 4504 Eastgage Blvd. Cincinnatti OH $ 1,181,897.00 2.996
100 Good Guys 646 W. Hammer Lane Stockton CA $ 1,984,009.00 5.029
102 Barnes & Noble Brandon Town Center Brandon FL $ 1,675,832.00 4.248
103 Food Lion 1140 Winchester Ave. Martinsburg WV $ 1,111,689.00 2.818
115 Eckerd Drug 970 N. Main St. Vineland NJ $ 752,970.00 1.909
122 Eckerd Drug 317 Amarillo Blvd. East Amarillo TX $ 643,467.00 1.631
123 Eckerd Drug 2102 W. Washington St. Amarillo TX $ 836,290.00 2.120
124 Eckerd Drug 815 S. Georgia St. Amarillo TX $ 546,540.00 1.385
125 Eckerd Drug 695 N. Delsea Drive Glassboro NJ $ 793,352.00 2.011
126 Borders Books 101 Geoffrey Drive Wilmington DE $ 5,073,641.00 12.861
130 Eckerd Drug 1999 Osceola Pkwy. Kissimmee FL $ 924,215.00 2.343
134 Borders West Broad St. Richmond VA $ 2,665,579.00 6.757
135 OfficeMax 2255 W. Howard Street Evanston IL $ 2,023,054.00 5.128
136 Eckerd Drug 4814 Colleyville Blvd. Colleyville TX $ 1,021,469.00 2.589
137 Eckerd Drug 215 N. Texas Blvd. Alice TX $ 554,571.00 1.406
-------------- -------
TOTALS $39,450,000.00 100.000
=============== =======
106 Barnes & Noble 960-B S. Colorado Boulevard Denver CO $ 3,068,319.00