Exhibit 10.42
FIRST AMENDMENT TO SUBSTITUTION AGREEMENT
THIS FIRST AMENDMENT TO SUBSTITUTION AGREEMENT (this "Amendment") is
made as of December 28, 2001 by and among GE CAPITAL FRANCHISE FINANCE
CORPORATION, a Delaware corporation (together with its successors and assigns,
"FFC"), successor by merger to (i) Franchise Finance Corporation of America
("Franchise Finance"), as Servicer pursuant to that certain Amended and Restated
Servicing Agreement dated as of February 28, 2000 (the "Servicing Agreement")
between Franchise Finance and Wamu (as defined below), (ii) FFCA Funding
Corporation ("FFCA Funding"), and (iii) FFCA Acquisition Corporation ("FFCA
Acquisition"), whose address is 17207 North Perimeter Drive, Scottsdale, Arizona
85255, WASHINGTON MUTUAL BANK, FA (together with its successors and assigns,
"Wamu"), whose address is c/o GE Capital Franchise Finance Corporation, 17207
North Perimeter Drive, Scottsdale, Arizona 85255, DAPPER PROPERTIES I, LLC, a
Delaware limited liability company (together with its successors and assigns,
"Dapper I"), whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the
Americas, New York, New York 10019, AUTOPAR REMAINDER I, LLC, a Delaware limited
liability company (together with its successors and assigns, "Remainderman I"),
whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New
York, New York 10019, DAPPER PROPERTIES II, LLC, a Delaware limited liability
company (together with its successors and assigns, "Dapper II"), whose address
is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New York, New York
10019, AUTOPAR REMAINDER II, LLC, a Delaware limited liability company (together
with its successors and assigns, "Remainderman II"), whose address is c/o U.S.
Realty Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019,
DAPPER PROPERTIES III, LLC, a Delaware limited liability company (together with
its successors and assigns, "Dapper III"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, AUTOPAR
REMAINDER III, LLC, a Delaware limited liability company (together with its
successors and assigns, "Remainderman III"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, DISCOUNT
AUTO PARTS, INC., a Florida corporation (together with its successors and
assigns, "Discount"), whose address is c/o Advance Stores Company, Incorporated,
5673 Airport Road, Roanoke, Virginia 24012, ADVANCE STORES COMPANY,
INCORPORATED, a Virginia corporation (together with its successors and assigns,
"Advance"), whose address is 5673 Airport Road, Roanoke, Virginia 24012 and
WESTERN AUTO SUPPLY COMPANY, a Delaware corporation (together with its
successors and assigns, "Western Auto"), whose address is c/o 5673 Airport Road,
Roanoke, Virginia 24012.
PRELIMINARY STATEMENTS
FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, Discount and Advance entered into that certain
Substitution Agreement (the "Substitution Agreement") dated as of November 28,
2001, pursuant to which (i) Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III, Remainderman
III, Discount and Advance agreed to effect the substitution and simultaneous
like-kind exchange (such exchange to qualify under Section 1031 of the Tax Code)
of the Replaced Properties with the Substitute Properties under the Master
Leases; and (ii) Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, FFC and Wamu agreed to effect the substitution of the
Replaced Properties with the Substitute Properties under the Loan Documents
(collectively, the "Substitution Transaction"). Initially capitalized terms not
otherwise defined in this Amendment shall have the meanings set forth in the
Loan Agreement.
The parties desire to amend the Substitution Agreement as set forth in
this Amendment.
AGREEMENT
1. Joinder. Western Auto hereby joins as a party to the Substitution
Agreement, and each of FFC, Wamu, Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III, Remainderman III, Discount and Advance acknowledge
and consent to such joinder by Western Auto. Western Auto's desire to join as a
party to the Substitution Agreement is evidenced by its execution and delivery
of this Amendment, and Western Auto shall be deemed to be a party to the
Substitution Agreement for all purposes as if Western Auto were included as a
party to the Substitution Agreement as of the date of the Substitution
Agreement.
2. Amendment. The Substitution Agreement is amended as follows:
(a) Western Auto Supply Company, a Delaware corporation
("Western Auto"), shall be added to the first paragraph of the
Substitution Agreement as a party to the Substitution Agreement.
(b) The definition of "Counsel" set forth in Section 1
of the Substitution Agreement is amended and restated to read as
follows:
"Counsel" means legal counsel to Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III, Discount, Advance and Western Auto, licensed
in the states in which (i) the Premises are located, (ii)
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, Discount, Advance and Western Auto are
incorporated or formed, and (iii) Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Advance and Western Auto maintain their chief
executive offices.
(c) The definition of "Dapper I Guaranty" set forth in Section
1 of the Substitution Agreement is amended and restated to read as
follows:
"Dapper I Guaranty" means the amended and restated
guaranty of payment and performance dated as of December 28,
2001 by Advance in favor of Dapper I, as such guaranty may be
amended and/or confirmed from time to time.
(d) The definition of "Dapper II Guaranty" set forth in
Section 1 of the Substitution Agreement is amended and restated to read
as follows:
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"Dapper II Guaranty" means the amended and restated
guaranty of payment and performance dated as of December 28,
2001 by Advance in favor of Dapper II, as such guaranty may be
amended and/or confirmed from time to time.
(e) The definition of "Dapper III Guaranty" set forth
in Section 1 of the Substitution Agreement is amended and
restated to read as follows:
"Dapper III Guaranty" means the amended and restated
guaranty of payment and performance dated as of December 28,
2001 by Advance in favor of Dapper III, as such guaranty may
be amended and/or confirmed from time to time.
(f) The definition of "Discount Entities" set forth in Section
1 of the Substitution Agreement is amended and restated to read as
follows:
"Discount Entities" means, collectively, Discount,
Advance, Western Auto and all Affiliates of Discount, Advance
or Western Auto.
(g) The last sentence of Section 2 of the Substitution
Agreement is amended and restated to read as follows:
In order to facilitate such divestiture, Discount,
Advance, Western Auto, FFC, Wamu, Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III and Remainderman III
are entering into this Agreement.
(h) The portion of the first sentence of Section 3(i)(x) of
the Substitution Agreement immediately prior to subpart (A) is amended
and restated to read as follows:
(x) Discount, Western Auto or Advance, as applicable,
shall exchange and convey, pursuant to a simultaneous
like-kind exchange qualifying under Section 1031 of the Tax
Code,
(i) Section 3(i)(y) of the Substitution Agreement is
amended and restated to read as follows:
(y) (A) Dapper I and Remainderman I shall exchange
and convey, pursuant to a simultaneous like-kind exchange
qualifying under Section 1031 of the Tax Code, their
respective interests in the Dapper I Replaced Properties to
Advance or Western Auto, as directed by Discount, Western Auto
or Advance, as applicable, (B) Dapper II and Remainderman II
shall exchange and convey, pursuant to a simultaneous
like-kind exchange qualifying under Section 1031 of the Tax
Code, their respective interests in the Dapper II Replaced
Properties to Advance or Western Auto, as directed by
Discount, Western Auto or Advance, as applicable, and (C)
Dapper III and Remainderman III shall exchange and convey,
pursuant to a simultaneous like-kind exchange qualifying under
Section 1031 of the Tax Code, their respective interests in
the Dapper III Replaced Properties to Advance or Western Auto,
as directed by Discount, Western Auto or Advance, as
applicable;
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(j) The first sentence of the first paragraph of Section 6.B
of the Substitution Agreement is amended and restated to read as
follows:
Without limiting Discount's obligation to pay all
costs and expenses associated with a substitution as set forth
in Section 21.B. of the Master Leases, all costs of the
transactions contemplated by this Agreement shall be borne by
Discount, Western Auto and Advance, including, without
limitation, the reasonable cost of title insurance and
endorsements, reasonable survey charges, environmental
insurance charges, the attorneys' fees of Discount, Western
Auto and Advance, the reasonable attorneys' fees and expenses
of FFC, Dapper I, Remainderman I, Dapper II, Remainderman II,
Dapper III and Remainderman III, the costs associated with
qualifying Dapper I, Remainderman I, Dapper II, Remainderman
II, Dapper III and Remainderman III in the applicable states,
mortgage taxes, transfer fees and taxes, escrow fees,
recording fees and any taxes, including income taxes and/or
capital gains taxes, if any, imposed on Dapper I, Remainderman
I, Dapper II, Remainderman II, Dapper III and Remainderman III
with respect to the Transaction.
(k) The second sentence of the second paragraph of Section 6.B
of the Substitution Agreement is amended and restated to read as
follows:
Discount, Advance, Western Auto, Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III, FFC and Wamu hereby employ Title Company to
act as escrow agent in connection with the Transaction.
(l) Section 8 of the Substitution Agreement is amended
and restated to read as follows:
8. Representations and Warranties of Discount,
Western Auto and Advance. The respective representations and
warranties of Discount, Western Auto and Advance contained in
this Section are being made as of the date of this Agreement
and the Closing Date to induce Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III, FFC
and Wamu to enter into this Agreement and consummate the
transactions contemplated herein, and Dapper I, Remainderman
I, Dapper II, Remainderman II, Dapper III, Remainderman III,
FFC and Wamu have relied, and will continue to rely, upon such
representations and warranties from and after the execution of
this Agreement and the Closing. Each of Discount, Western Auto
and Advance represents and warrants to Dapper I, Remainderman
I, Dapper II, Remainderman II, Dapper III, Remainderman III,
FFC and Wamu as follows:
A. Organization and Authority. (i) Each of
Discount, Western Auto and Advance is a duly
organized or formed corporation, validly existing and
of active status under the laws of its state of
incorporation, and qualified to do business in (a)
each of the respective states in which the Substitute
Properties provided by the respective party are
located and (b) any other state where such
qualification is required except where the failure to
be so qualified would not have a material adverse
effect on
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Discount, Western Auto or Advance, as the case may
be. All necessary corporate action has been taken to
authorize the execution, delivery and performance of
this Agreement and of the other documents,
instruments and agreements provided for herein.
(ii) Each of Discount, Western Auto and
Advance is not a "foreign corporation", "foreign
partnership", "foreign trust", "foreign limited
liability company" or "foreign estate" as those terms
are defined in the Internal Revenue Code and the
regulations promulgated thereunder.
(iii) The persons who have executed this
Agreement on behalf of Discount, Western Auto and
Advance are duly authorized so to do.
B. Enforceability of Documents. Upon
execution by Discount, Western Auto and Advance, this
Agreement and the other Transaction Documents shall
constitute the legal, valid and binding obligations
of Discount, Western Auto and Advance, as applicable,
enforceable against Discount, Western Auto and
Advance, as applicable, in accordance with their
respective terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency,
liquidation, reorganization, moratorium and other
laws affecting the rights of creditors generally and
subject to the exercise of judicial discretion in
accordance with general principles of equity.
C. Litigation. There are no suits, actions,
proceedings or investigations pending or, to the best
of its knowledge, threatened against or involving
Discount, Western Auto, Advance or any of the
Substitute Properties before any Governmental
Authority, including, without limitation, the Pending
Actions, which might reasonably result in any
material adverse change in the contemplated business,
condition, worth or operations of Discount, Western
Auto, Advance or any of the Substitute Properties.
D. Absence of Breaches or Defaults. None of
Discount, Western Auto or Advance is in breach or
default under any other document, instrument or
agreement to which Discount, Western Auto or Advance
is a party or by which Discount, Western Auto,
Advance, any of the Substitute Properties, any of
Discount's property, any of Western Auto's property
or any of Advance's property is subject or bound,
which breach or default could reasonably be expected
to have a material adverse effect on Discount,
Western Auto, Advance or any of the Substitute
Properties. No "Event of Default" has occurred and is
continuing under the Master Leases. The
authorization, execution, delivery and performance of
this Agreement and the other Transaction Documents
will not result in any breach or default under any
other document, instrument or agreement to which
Discount, Western Auto or Advance is a party or by
which Discount, Western Auto, Advance, any of the
Substitute
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Properties, any of Discount's property, any of
Western Auto's property or any of Advance's property
is subject or bound, which breach or default could
reasonably be expected to have a material adverse
effect on Discount, Western Auto, Advance or any of
the Substitute Properties. The authorization,
execution, delivery and performance of this
Agreement and the other Transaction Documents will
not violate any applicable law, statute, regulation,
rule, ordinance, code, rule or order where the
effect of such violation could reasonably be
expected to have a material adverse effect on
Discount, Western Auto, Advance or any of the
Substitute Properties.
E. Utilities. Each of the Substitute
Properties are served by adequate public utilities to
permit full utilization of each of the Substitute
Properties for their intended purposes and all
utility connection fees and use charges will have
been paid in full.
F. Intended Use and Zoning; Compliance With
Laws. Discount intends to use or to cause Advance to
use each of the Substitute Properties solely for the
operation of a Permitted Facility in accordance with
the standards of operations then in effect on a
system-wide basis, and related ingress, egress and
parking, and for no other purposes. Each of the
Substitute Properties is in material compliance with
all applicable zoning requirements and the current
officers of Discount, Western Auto and Advance have
not received any written notice that the use of any
of the Substitute Properties as a Permitted Facility
constitutes a nonconforming use under applicable
zoning requirements. Each of the Substitute
Properties complies in all material respects with all
applicable statutes, regulations, rules, ordinances,
codes, licenses, permits, orders and approvals of any
governmental agencies, departments, commissions,
bureaus, boards or instrumentalities of the United
States, the states in which the Substitute Properties
are located and all political subdivisions thereof,
including, without limitation, all health, building,
fire, safety and other codes, ordinances and
requirements, all applicable standards of the
National Board of Fire Underwriters and the Americans
With Disabilities Act of 1990, and all policies or
rules of common law, in each case, as amended, and
any judicial or administrative interpretation
thereof, including any judicial order, consent,
decree or judgment applicable to Discount, Western
Auto or Advance.
G. Area Development; Wetlands. No
condemnation or eminent domain proceedings affecting
any of the Substitute Properties have been commenced
or, to the knowledge of the officers of Discount,
Western Auto and Advance, are contemplated. To the
knowledge of the officers of Discount, Western Auto
and Advance, the area where any of the Substitute
Properties is located has not been declared blighted
by any Governmental Authority. Except as may be
shown on the surveys for the Substitute Properties
delivered by or on behalf of Discount, Western Auto
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or Advance to FFC, each of the Substitute Properties
and, to the knowledge of Discount's, Western Auto's
or Advance's officers, the real property bordering
any of the Substitute Properties is not designated
by any Governmental Authority as wetlands.
H. Licenses and Permits; Access. Prior to
the Closing Date, Discount, Western Auto or Advance,
as applicable, shall have all required licenses and
permits, both governmental and private, to use and
operate each of the Substitute Properties in the
intended manner. There are adequate rights of access
either directly or through an easement, to public
roads and ways available to each of the Substitute
Properties to permit full utilization of each of the
Substitute Properties for its intended purpose and
all such public roads and ways have been completed
and dedicated to public use.
I. Condition of Properties. Each of the
Substitute Properties are of good workmanship and
materials, fully equipped and operational, in good
condition and repair, free from structural defects,
clean, orderly and sanitary, safe, well lit,
attractive and well maintained.
J. Environmental. Discount, Western Auto or
Advance, as applicable, is fully familiar with the
present use of each of the Substitute Properties. To
the knowledge of the officers of Discount, Western
Auto and Advance, no Hazardous Materials have been
used, handled, manufactured, generated, produced,
stored, treated, processed, transferred or disposed
of at or on any of the Substitute Properties, except
in De Minimis Amounts or in material compliance with
all applicable Environmental Laws, and no Release or
Threatened Release has occurred at or on any of the
Substitute Properties except such as have been
remedied in compliance with all applicable
Environmental Laws. To the knowledge of the officers
of Discount, Western Auto and Advance, the
activities, operations and business undertaken on, at
or about each of the Substitute Properties,
including, but not limited to, any past or ongoing
alterations or improvements at each of the Substitute
Properties, are and have been at all times, in
material compliance with all Environmental Laws. To
the knowledge of the officers of Discount, Western
Auto and Advance, no further action is required to
remedy any Environmental Condition directly impacting
any of the Substitute Properties or violation of, or
to be in compliance in all material respects with,
any Environmental Laws, and no lien has been imposed
on any of the Substitute Properties by any
Governmental Authority in connection with any
Environmental Condition, the violation or threatened
violation of any Environmental Laws or the presence
of any Hazardous Materials on or off any of the
Substitute Properties.
To the knowledge of the officers of
Discount, Western Auto and Advance, there is no
pending or threatened litigation or proceeding before
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any Governmental Authority in which any person or
entity alleges the violation or threatened violation
of any Environmental Laws on or at any of the
Substitute Properties or the Release, Threatened
Release or placement on or at any of the Substitute
Properties of any Hazardous Materials, or of any
facts which would give rise to any such action, nor
has Discount, Western Auto or Advance (a) received
any notice (and the officers of Discount, Western
Auto and Advance have no actual knowledge) that any
Governmental Authority or any employee or agent
thereof has determined, threatens to determine or
requires an investigation to determine that there has
been a violation of any Environmental Laws at, on or
in connection with any of the Substitute Properties
or that there exists a Release, Threatened Release or
placement of any Hazardous Materials on or at any of
the Substitute Properties, or the use, handling,
manufacturing, generation, production, storage,
treatment, processing, transportation or disposal of
any Hazardous Materials at or on any of the
Substitute Properties other than such as are in
material compliance with all applicable Environmental
Laws or have been remedied in compliance with all
applicable Environmental Laws; (b) received any
notice under the citizen suit provision of any
Environmental Law in connection with any of the
Substitute Properties or any facilities, operations
or activities conducted thereon, or any business
conducted in connection therewith; or (c) received
any request for inspection, request for information,
notice, demand, administrative inquiry or any formal
or informal complaint or claim with respect to or in
connection with the violation or threatened violation
of any Environmental Laws or existence of Hazardous
Materials relating to any of the Substitute
Properties or any facilities, operations or
activities conducted thereon or any business
conducted in connection therewith.
To the knowledge of the officers of
Discount, Western Auto and Advance, the information
and disclosures in the Questionnaires are true,
correct and complete in all material respects. FFC,
Wamu, Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III, Remainderman III and
Environmental Insurer may rely on such information
and disclosures, and the person or persons executing
the Questionnaires were duly authorized to do so.
K. Title to Properties. Fee title to each
of the Substitute Properties is vested in either
Discount, Western Auto or Advance, free and clear of
all liens, encumbrances, charges and security
interests of any nature whatsoever, except the
Permitted Exceptions.
L. No Other Agreements and Options. Except
as otherwise disclosed in the title commitment
or commitments with respect to the Substitute
Properties, none of Discount, Western Auto, Advance
or, to the knowledge of the officers of Discount,
Western Auto and Advance, any of the Substitute
Properties is subject to any commitment, obligation,
or
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agreement, including, without limitation,
any right of first refusal, option to purchase or
lease granted to a third party, which could or would
prevent Discount, Western Auto or Advance from
completing or impair Discount's, Western Auto's or
Advance's ability to complete the sale of any of the
Substitute Properties under this Agreement or which
would bind FFC, Wamu, Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III or
Remainderman III subsequent to consummation of the
transaction contemplated by this Agreement.
M. No Mechanics' Liens. There are no
outstanding accounts payable, mechanics' liens, or
rights to claim a mechanics' lien in favor of any
materialman, laborer, or any other person or entity
in connection with labor or materials furnished to or
performed on any portion of any of the Substitute
Properties that will not have been fully paid for on
or before the Closing Date; no work has been
performed or is in progress nor have materials been
supplied to any of the Substitute Properties or
agreements entered into for work to be performed or
materials to be supplied to any of the Substitute
Properties prior to the date hereof, which will not
have been fully paid for before the date the same
becomes delinquent; Discount shall be responsible for
any and all claims for mechanics' liens and accounts
payable that have arisen or may subsequently arise
due to agreements entered into for and/or any work
performed on, or materials supplied to any of the
Substitute Properties prior to the Closing Date;
Discount shall and does hereby agree to defend,
indemnify and forever hold the Indemnified Parties
harmless for, from and against any and all such
mechanics' lien claims, accounts payable or other
commitments relating to any of the Substitute
Properties due to contracts or arrangements initiated
by Discount, Western Auto, Advance or their agents.
N. Restatement of Representations,
Warranties and Covenants. Discount hereby reaffirms
and restates in their entirety as of the date hereof
and as of Closing (except for representations and
warranties made with respect to a date certain)
hereunder all of the representations, warranties and
covenants of Discount set forth in the Sale-Leaseback
Documents, as modified and amended by this Agreement.
All such representations and warranties shall be and
will remain true and complete as of, and all such
covenants shall continue in effect subsequent to,
Closing as if made and restated in full as of such
time and shall survive Closing.
All representations and warranties of Discount,
Western Auto and Advance made in this Section 8 shall survive
the Closing. Each of Discount, Western Auto and Advance
acknowledges and agrees that Environmental Insurer may rely on
the environmental representations and warranties set forth in
the preceding subsection J, that Environmental Insurer is an
intended third-party beneficiary of such representations and
warranties and that Environmental Insurer shall have all
rights and remedies available at law or in equity as a result
of a
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breach of such representations and warranties, including, to
the extent applicable, the right of subrogation.
(m) Section 15.F of the Substitution Agreement is amended
and restated to read as follows:
F. Compliance With Obligations. All obligations of
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, Discount, Western Auto and Advance
under this Agreement shall have been fully performed and
complied with, and no event shall have occurred or condition
shall exist which would, upon the Closing Date, or, upon the
giving of notice and/or passage of time, constitute a breach
or default hereunder or under the Transaction Documents, the
Loan Documents or the Sale-Leaseback Documents and no event
shall have occurred or condition shall exist or information
shall have been disclosed by Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Western Auto and Advance or discovered by FFC
which has had or would have a material adverse effect on any
of the Substitute Properties, Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Western Auto and Advance or the willingness of FFC
to consummate the transaction contemplated by this
Agreement, as determined by FFC in its reasonable
discretion.
(n) Section 15.H of the Substitution Agreement is amended
and restated to read as follows:
H. Opinion of Counsel to Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Western Auto and Advance. Dapper I, Remainderman
I, Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Western Auto and Advance shall have caused their
respective Counsel to prepare and deliver opinions to FFC
and Wamu in form and substance satisfactory to FFC and Wamu
and their counsel.
(o) Section 15.L of the Substitution Agreement is amended
and restated to read as follows:
L. Representations and Warranties under this
Agreement. All representations, warranties and covenants of
FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman
II, Dapper III, Remainderman III, Discount, Western Auto and
Advance under this Agreement shall be true and correct as of
the Closing Date, and such parties shall have delivered a
certificate certifying to that effect.
(p) The second paragraph of Section 15.O of the
Substitution Agreement is amended and restated to read as follows:
In addition, FFC, Wamu, Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III, Remainderman III,
Discount, Western Auto and Advance shall execute such
additional documents and/or amendments to the Sale-
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Leaseback Documents and the Loan Documents as may be reasonably
required by FFC to evidence the Transaction, including, without
limitation, to the extent applicable, deeds and amendments to the
Master Leases (all substantially in the form of such documents
executed and delivered as of February 27, 2001 in connection with the
closing of the Loans and the execution of the Master Leases). Upon
fulfillment or waiver of all of the above conditions, FFC, Wamu,
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III, Discount, Western Auto and Advance, as applicable,
shall deposit executed copies of the Termination and Release Documents
with the Title Company with instructions to record or file such
documents in the applicable recording and filing offices and the
Transaction shall close in accordance with the terms and conditions of
this Agreement.
(q) Section 16.D of the Substitution Agreement is amended and
restated to read as follows:
D. Each of the following shall be deemed an event of default by
Discount, Western Auto and/or Advance (each, a "Discount Event of
Default"):
(i) If any representation or warranty of Discount, Western
Auto or Advance set forth in this Agreement or any of the
Transaction Documents is false in any material respect, when
made or as of the Closing Date, or if Discount, Western Auto
or Advance knowingly renders any statement or account which
is false in any material respect; or
(ii) If Discount, Western Auto or Advance fails to observe
or perform any of the covenants or obligations of this Agreement
to be observed or performed by Discount, Western Auto or Advance.
Upon the occurrence of a Discount Event of Default, each of FFC,
Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III
and Remainderman III may exercise, at its option, concurrently,
successively or in any combination, all remedies available at law or
in equity (other than seeking punitive, consequential, indirect or
special damages). If the Closing occurs, a Discount Event of Default
shall be a default under each of the Sale-Leaseback Documents. If the
Closing does not occur, the failure of Discount, Western Auto or
Advance to pay the costs and expenses contemplated by Sections 6.B and
17 of this Agreement shall be a default under each of the
Sale-Leaseback Documents.
(r) Section 17 of the Substitution Agreement is amended and restated
to read as follows:
17. Indemnity. Discount, Western Auto and Advance jointly and
severally agree to indemnify, hold harmless and defend FFC, Wamu,
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III and their respective directors, officers,
shareholders, employees, successors, assigns, agents, contractors,
subcontractors, experts, licensees, affiliates, lessees,
11
servicers, mortgagees, trustees and invitees, as applicable
collectively, the "Indemnified Parties"), from and against
any and all losses, costs, claims, liabilities, damages
and expenses (collectively, "Losses") (including, without
limitation, reasonable attorneys' fees but excluding any
Losses suffered by an Indemnified Party arising out of
such Indemnified Party's gross negligence or willful
misconduct; provided, however, that the term "gross
negligence" shall not include gross negligence imputed as a
matter of law to any of the Indemnified Parties solely by
reason of (i) Wamu's or FFC's security interests in the
Replaced Properties and the Substitute Properties, as
applicable, (ii) Wamu's or FFC's failure to act in respect of
matters which are or were the obligation of Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III or
Remainderman III, as applicable, under any of the Loan
Documents, or (iii) the failure of Dapper I, Dapper II or
Dapper III to act in respect of matters which are or were the
obligation of Discount and/or Advance under any of the
Sale-Leaseback Documents), arising as a result of a breach of
any of the representations, warranties, covenants, agreements
or conditions of Discount, Western Auto and/or Advance set
forth in this Agreement.
(s) The notice addresses for Discount and Advance set forth in
Section 18.A of the Substitution Agreement are amended and restated to
read as follows:
If to Discount: Discount Auto Parts, Inc.
c/o Advance Stores Company, Incorporated
5673 Airport Road
Roanoke, Virginia 24012
Attention: Jim Wade, President
Telephone: (540) 561-3325
Telecopy: (540) 561-1448
If to Advance or Advance Stores Company, Incorporated
Western Auto: 5673 Airport Road
Roanoke, Virginia 24012
Attention: General Counsel
Telephone: (540) 561-3325
Telecopy: (540) 561-1448
(t) All references to "Discount, Advance", "Discount or
Advance" and "Discount and Advance" set forth in Sections 18.E and 18.L
of the Substitution Agreement shall be replaced with "Discount, Western
Auto, Advance", "Discount, Western Auto or Advance" and "Discount,
Western Auto and Advance", respectively.
(u) Section 18.F of the Substitution Agreement is amended and
restated as follows:
F. Liability of Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III and Remainderman III.
Notwithstanding anything to the contrary provided in this
Agreement, it is specifically understood and agreed, such
12
agreement being a primary consideration for the execution of
this Agreement by Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III and Remainderman III, that (i)
with respect to Discount, Western Auto and Advance, there
shall be absolutely no personal liability on the part of
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III and Remainderman III, their successors or assigns and
the trustees, members, partners, shareholders, officers,
directors, employees and agents of Dapper I, Remainderman I,
Dapper II, Remainderman II, Dapper III and Remainderman III
and their successors and assigns, with respect to any of the
terms, covenants and conditions of this Agreement or the
other Transaction Documents, as applicable, (ii) each of
Discount, Western Auto and Advance waives all claims,
demands and causes of action against the trustees, members,
partners, shareholders, officers, directors, employees and
agents of Dapper I, Remainderman I, Dapper II, Remainderman
II, Dapper III and Remainderman III and their successors or
assigns in the event of any breach by Dapper I, Remainderman
I, Dapper II, Remainderman II, Dapper III or Remainderman
III of any of the terms, covenants and conditions of this
Agreement or the other Transaction Documents, as applicable,
to be performed by Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III or Remainderman III, (iii) each
of Discount, Western Auto and Advance shall look solely to
the applicable Mortgaged Properties and Substitute
Properties for the satisfaction of each and every remedy of
Discount, Western Auto or Advance in the event of any
respective breach by Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III or Remainderman III of any of
the terms, covenants and conditions of this Agreement or the
other Transaction Documents, as applicable, to be performed
by Dapper I, Remainderman I, Dapper II, Remainderman II,
Dapper III or Remainderman III, as applicable, or any other
matter in connection with this Agreement, the other
Transaction Documents or any of the Mortgaged Properties or
Substitute Properties, such exculpation of liability to be
absolute and without any exception whatsoever, provided
that, with respect to (x) affirmative acts of Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III or
Remainderman III, as applicable, which constitute gross
negligence or intentional misconduct (it being understood
and agreed that the acts of Discount, Western Auto, Advance
and their respective shareholders, officers, directors,
employees and agents shall not be imputed to Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III or
Remainderman III) and (y) any amounts which Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III or
Remainderman III, as applicable, may be responsible for
under Section 18.J, Discount, Western Auto and Advance shall
have the right to look to other assets of Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III, as applicable, but in no event the assets
of the respective trustees, members, partners, shareholders,
officers, directors, employees and agents of Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III, and (iv) in the event (x) Discount,
Western Auto, Advance, FFC and/or Wamu are unable or
unwilling to satisfy their respective obligations under this
Agreement and/or any conditions to Closing to be satisfied
by them, or (y) any conditions to Closing to be satisfied by
13
third parties are not satisfied, each of Discount, Western
Auto, Advance, FFC and Wamu waives all claims, demands and
causes of action against Dapper I, Remainderman I, Dapper
II, Remainderman II, Dapper III or Remainderman III with
respect to this Agreement.
It is understood and agreed among the parties hereto
that whenever Discount, Western Auto and Advance have the
right to look to Mortgaged Properties, Substitute Properties
or other assets as set forth in this subsection 18.F, each of
Discount, Western Auto and Advance shall only look to (1) the
Dapper I Mortgaged Properties, the Dapper I Substitute
Properties and/or the other assets of Dapper I for the
satisfaction of each of Discount's, Western Auto's and
Advance's remedies for a breach by Dapper I under this
Agreement or the other Transaction Documents, or any other
matter in connection therewith; (2) the Dapper I Mortgaged
Properties, the Dapper I Substitute Properties and/or the
other assets of Remainderman I for the satisfaction of each of
Discount's, Western Auto's and Advance's remedies for a breach
by Remainderman I under this Agreement or the other
Transaction Documents, or any other matter in connection
therewith; (3) the Dapper II Mortgaged Properties, the Dapper
II Substitute Properties and/or the other assets of Dapper II
for the satisfaction of each of Discount's, Western Auto's and
Advance's remedies for a breach by Dapper II under this
Agreement or the other Transaction Documents, or any other
matter in connection therewith; (4) the Dapper II Mortgaged
Properties, the Dapper II Substitute Properties and/or the
other assets of Remainderman II for the satisfaction of each
of Discount's, Western Auto's and Advance's remedies for a
breach by Remainderman II under this Agreement or the other
Transaction Documents, or any other matter in connection
therewith; (5) the Dapper III Mortgaged Properties, the Dapper
III Substitute Properties and/or the other assets of Dapper
III for the satisfaction of each of Discount's, Western Auto's
and Advance's remedies for a breach by Dapper III under this
Agreement or the other Transaction Documents, or any other
matter in connection therewith; or (6) the Dapper III
Mortgaged Properties, the Dapper III Substitute Properties
and/or the other assets of Remainderman III for the
satisfaction of each of Discount's, Western Auto's and
Advance's remedies for a breach by Remainderman III under this
Agreement or the other Transaction Documents, or any other
matter in connection therewith.
(v) Exhibit B of the Substitution Agreement is amended and
restated as set forth in the attached Exhibit 1.
---------
(w) Exhibit C of the Substitution Agreement is amended and
restated as set forth in the attached Exhibit 2.
---------
(x) The respective representations and warranties of FFC,
Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III
and Remainderman III contained in Sections 7, 9, 10, 11, 12, 13 and 14
of the Substitution Agreement, as applicable, shall be deemed to have
been made to induce Western Auto to join as a party to the Substitution
Agreement, and Western Auto (in addition to the relying parties
14
identified in each of such sections) has relied, and may continue to
rely, upon such representations and warranties from and after the
execution of this Amendment.
3. Representations and Warranties. The parties hereto certify that:
(a) the representations and warranties of each of FFC, Wamu,
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III, Discount and Advance, as applicable, contained in the
Substitution Agreement, the Master Leases, the other Sale-Leaseback
Documents and the Loan Documents, are true, correct and complete on and
as of the date hereof;
(ii) such representations and warranties are being made and
restated in full as of the date hereof to induce FFC, Wamu, Dapper I,
Remainderman I, Dapper II, Remainderman II, Dapper III, Remainderman
III to consummate the Substitution Transaction and each of FFC, Wamu,
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III have relied, and will continue to rely, upon such
representations and warranties made by the other parties;
(iii) each of FFC, Wamu, Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III, Remainderman III, Discount, Western Auto
and Advance, as applicable, have performed and complied with all
covenants, agreements and conditions required by the Substitution
Agreement before and as of the date hereof, and
(iv) all documents and information delivered to FFC, Wamu,
Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
Remainderman III by Discount, Western Auto and Advance, as applicable,
are true, correct and complete as of the Closing Date and there have
been no material changes to such information, except as disclosed in
writing to FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman
II, Dapper III, Remainderman III .
4. Ratification. Except as otherwise set forth in this Amendment, the
Substitution Agreement is unmodified and in full force and effect. The liability
of each of Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III shall be limited in the same manner as provided in Section 19
of the Substitution Agreement, and such Section is incorporated herein by
reference as if more fully set forth herein.
5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original.
15
IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.
GE CAPITAL FRANCHISE FINANCE
CORPORATION, a Delaware corporation,
successor by merger to (i) Franchise
Finance Corporation of America, as
Servicer pursuant to that certain
Amended and Restated Servicing Agreement
dated as of February 28, 2000 between
Franchise Finance Corporation of America
and Washington Mutual Bank, FA, (ii)
FFCA Funding Corporation, and (iii) FFCA
Acquisition Corporation
By /s/ Andrew G. Kent
-------------------------------------
Printed Name ANDREW G. KENT
--------------------------
Its Senior Vice President, Associate
General Counsel and
Assistant Secretary
-----------------------------------
WASHINGTON MUTUAL BANK, FA
By: GE Capital Franchise Finance
Corporation, a Delaware
corporation, successor by merger to
Franchise Finance Corporation of
America, as Servicer pursuant to
that certain Amended and Restated
Servicing Agreement dated as of
February 28, 2000 between Franchise
Finance Corporation of America and
Washington Mutual Bank, FA
By /s/ Andrew G. Kent
-------------------------------------
Printed Name ANDREW G. KENT
--------------------------
Its Senior Vice President, Associate
General Counsel and
Assistant Secretary
-----------------------------------
DAPPER PROPERTIES I, LLC, a Delaware
limited liability company
By: Dapper Equity I, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
AUTOPAR REMAINDER I, LLC, a Delaware
limited liability company
By: Autopar Remeq I, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
DAPPER PROPERTIES II, LLC, a Delaware
limited liability company
By: Dapper Equity II, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
AUTOPAR REMAINDER II, LLC, a Delaware
limited liability company
By: Autopar Remeq II, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
DAPPER PROPERTIES III, LLC, a Delaware
limited liability company
By: Dapper Equity III, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
AUTOPAR REMAINDER III, LLC, a Delaware
limited liability company
By: Autopar Remeq III, LLC, a Delaware
limited liability company,
its member manager
By /s/ Laurie A. Hawkes
-------------------------------------
Printed Name LAURIE A. HAWKES
---------------------------
Its Vice President
------------------------------------
DISCOUNT AUTO PARTS, INC.,
a Florida corporation
By /s/ Jeffrey T. Gray
-------------------------------------
Printed Name JEFFREY T. GRAY
---------------------------
Its Vice President
------------------------------------
ADVANCE STORES COMPANY, INCORPORATED,
a Virginia corporation
By /s/ Jeffrey T. Gray
-------------------------------------
Printed Name JEFFREY T. GRAY
---------------------------
Its Vice President
------------------------------------
WESTERN AUTO SUPPLY COMPANY,
a Delaware corporation
By /s/ Jeffrey T. Gray
-------------------------------------
Printed Name JEFFREY T. GRAY
---------------------------
Its Vice President
------------------------------------
STATE OF ARIZONA )
) SS.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me on 12/20, 2001
by Andrew G. Kent, Sr. V.P., Assoc. Gen. Counsel & Asst. Secretary of GE Capital
Franchise Finance Corporation, a Delaware corporation, on behalf of the
corporation, successor by merger to (i) Franchise Finance Corporation of
America, as Servicer pursuant to that certain Amended and Restated Servicing
Agreement dated as of February 28, 2000 between Franchise Finance Corporation of
America and Washington Mutual Bank, FA, (ii) FFCA Funding Corporation, and (iii)
FFCA Acquisition Corporation.
/s/ Paula M. LaCroix
----------------------
Notary Public
My Commission Expires: --------------------------------------
OFFICIAL SEAL
Jan. 1, 2003 PAULA M. LACROIX
- -------------------------- SEAL NOTARY PUBLIC-ARIZONA
MARICOPA COUNTY
My Comm. Expires Jan. 1, 2003
--------------------------------------
STATE OF ARIZONA )
) SS.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me on 12/20, 2001
by Andrew G. Kent, Sr. V.P., Assoc. Gen. Counsel & Asst. Secretary of GE Capital
Franchise Finance Corporation, a Delaware corporation, on behalf of the
corporation, successor by merger to Franchise Finance Corporation of America, as
Servicer pursuant to that certain Amended and Restated Servicing Agreement dated
as of February 28, 2000 between Franchise Finance Corporation of America and
Washington Mutual Bank, FA, on behalf of Washington Mutual Bank, FA.
/s/ Paula M. LaCroix
----------------------
Notary Public
My Commission Expires: --------------------------------------
OFFICIAL SEAL
Jan. 1, 2003 PAULA M. LACROIX
- ------------------------- SEAL NOTARY PUBLIC-ARIZONA
MARICOPA COUNTY
My Comm. Expires Jan. 1, 2003
--------------------------------------
STATE OF ARIZONA )
-------------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity I, LLC, a Delaware limited
liability company, member manager of Dapper Properties I, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Lisa J. Everroad
----------------
My Commission Expires: Notary Public
____________________________
-------------------------------------
OFFICIAL SEAL
LISA J. EVERROAD
STATE OF ARIZONA ) SEAL Notary Public-State of Arizona
------------------- MARICOPA COUNTY
) SS. My Comm. Expires Aug. 4, 2002
COUNTY OF MARICOPA ) -------------------------------------
-----------------
The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq I, LLC, a Delaware limited
liability company, member manager of Autopar Remainder I, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Lisa J. Everroad
----------------
Notary Public
My Commission Expires:
-------------------------------------
____________________________ OFFICIAL SEAL
LISA J. EVERROAD
SEAL Notary Public-State of Arizona
MARICOPA COUNTY
My Comm. Expires Aug. 4, 2002
-------------------------------------
STATE OF ARIZONA )
-------------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity II, LLC, a Delaware limited
liability company, member manager of Dapper Properties II, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Lisa J. Everroad
----------------
My Commission Expires: Notary Public
____________________________ --------------------------------------
OFFICIAL SEAL
LISA J. EVERROAD
SEAL Notary Public-State of Arizona
MARICOPA COUNTY
My Comm. Expires Aug. 4, 2002
STATE OF ARIZONA ) --------------------------------------
------------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq II, LLC, a Delaware limited
liability company, member manager of Autopar Remainder II, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
Lisa J. Everroad
----------------
Notary Public
My Commission Expires: --------------------------------------
OFFICIAL SEAL
____________________________ LISA J. EVERROAD
SEAL Notary Public-State of Arizona
MARICOPA COUNTY
My Comm. Expires Aug. 4, 2002
--------------------------------------
STATE OF ARIZONA )
----------------
) SS.
COUNTY OF MARICOPA )
----------------
The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity III, LLC, a Delaware limited
liability company, member manager of Dapper Properties III, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
/s/ Lisa J. Everroad
______________________
Notary Public
My Commission Expires:
____________________________
STATE OF ARIZONA )
-----------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq III, LLC, a Delaware limited
liability company, member manager of Autopar Remainder III, LLC, a Delaware
limited liability company, on behalf of the limited liability company.
/s/ Lisa J. Everroad
______________________
Notary Public
My Commission Expires:
____________________________
STATE OF ARIZONA )
-----------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Discount Auto Parts, Inc., a Florida corporation, on
behalf of the corporation.
/s/ Georgia L. Moraga
----------------------
Notary Public
My Commission Expires:
____________________________
- ---------------------------------------
OFFICIAL SEAL
GEORGIA L. MORAGA
SEAL NOTARY PUBLIC - STATE OF ARIZONA
MARICOPA COUNTY
My Comm. Expires Jan. 9, 2005
- ---------------------------------------
STATE OF ARIZONA )
-----------------
) SS.
COUNTY OF MARICOPA )
-----------------
The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Advance Stores Company, Incorporated, a Virginia
corporation, on behalf of the corporation.
/s/ Georgia L. Moraga
----------------------
Notary Public
My Commission Expires:
____________________________
- ---------------------------------------
OFFICIAL SEAL
GEORGIA L. MORAGA
SEAL NOTARY PUBLIC - STATE OF ARIZONA
MARICOPA COUNTY
My Comm. Expires Jan. 9, 2005
- ---------------------------------------
STATE OF ARIZONA )
------------------
) SS.
COUNTY OF MARICOPA )
------------------
The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Western Auto Supply Company, a Delaware corporation, on
behalf of the corporation.
/s/ Georgia L. Moraga
----------------------
Notary Public
My Commission Expires:
____________________________
- ----------------------------------------
OFFICIAL SEAL
GEORGIA L. MORAGA
SEAL NOTARY PUBLIC - STATE OF ARIZONA
MARICOPA COUNTY
My Comm. Expires Jan. 9, 2005
- ----------------------------------------
Exhibit 1
---------
EXHIBIT B
DESCRIPTION OF REPLACED PROPERTIES
Dapper I
- ----------------------------------------------------------------------------------------------------------------
FFC Cont Unit
- ----------------------------------------------------------------------------------------------------------------
File # # # Street CITY STATE
- ----------------------------------------------------------------------------------------------------------------
8001-2238 7327 358 3635 Saint Stephens Rd Prichard AL
- ----------------------------------------------------------------------------------------------------------------
8001-2268 7357 309 706 E. 1st Street Vidalia GA
- ----------------------------------------------------------------------------------------------------------------
8001-2281 7370 331 513 N Houston Rd Warner Robins GA
- ----------------------------------------------------------------------------------------------------------------
8001-2287 7376 344 512 E Screven St Quitman GA
- ----------------------------------------------------------------------------------------------------------------
8001-2310 7399 653 3005 W US Highway 90 Gautier MS
- ----------------------------------------------------------------------------------------------------------------
8001-2317 7406 668 325 US Highway 51 Ridgeland MS
- ----------------------------------------------------------------------------------------------------------------
Dapper II
- ----------------------------------------------------------------------------------------------------------------
FFC Cont Unit
- ----------------------------------------------------------------------------------------------------------------
File # # # Street CITY STATE
- ----------------------------------------------------------------------------------------------------------------
8001-2239 7328 359 969 N Daleville Ave Daleville AL
- ----------------------------------------------------------------------------------------------------------------
8001-2241 7330 364 7640 Moffat Rd Mobile AL
- ----------------------------------------------------------------------------------------------------------------
8001-2262 7351 302 1406 E Jackson St Thomasville GA
- ----------------------------------------------------------------------------------------------------------------
8001-2271 7360 315 3220 Mercer University Dr Macon GA
- ----------------------------------------------------------------------------------------------------------------
8001-2272 7361 316 1386 Rocky Creek Rd Macon GA
- ----------------------------------------------------------------------------------------------------------------
8001-2277 7366 324 2541 Bemiss Rd Valdosta GA
- ----------------------------------------------------------------------------------------------------------------
8001-2284 7373 339 701 N Slappey Blvd Albany GA
- ----------------------------------------------------------------------------------------------------------------
8001-2296 7385 426 2148 Fairburn Rd Douglasville GA
- ----------------------------------------------------------------------------------------------------------------
8001-2320 7409 671 205 W Northside Dr Jackson MS
- ----------------------------------------------------------------------------------------------------------------
8001-2332 7421 376 205 Chasteen Dr Walterboro SC
- ----------------------------------------------------------------------------------------------------------------
Dapper III
- ----------------------------------------------------------------------------------------------------------------
FFC Cont Unit
- ----------------------------------------------------------------------------------------------------------------
File # # # Street CITY STATE
- ----------------------------------------------------------------------------------------------------------------
8001-2261 7350 301 1503 E Shotwell St Bainbridge GA
- ----------------------------------------------------------------------------------------------------------------
8001-2264 7353 304 3024 Cypress Mill Rd Brunswick GA
- ----------------------------------------------------------------------------------------------------------------
8001-2267 7356 308 705 Lamar St Americus GA
- ----------------------------------------------------------------------------------------------------------------
8001-2309 7398 652 4217 Maine St Moss Point MS
- ----------------------------------------------------------------------------------------------------------------
8001-2312 7401 657 11422 US Highway 49 N Gulfport MS
- ----------------------------------------------------------------------------------------------------------------
05-102400.03
Exhibit 2
---------
EXHIBIT C
DESCRIPTION OF SUBSTITUTE PROPERTIES
Dapper I
- -----------------------------------------------------------------------------------------------------------------------
FFC File # Unit # Street City State Corresponding Replaced
Property
- -----------------------------------------------------------------------------------------------------------------------
8001-3477 D105082 1939 NW Topeka Blvd. Topeka KS 8001-2238
- -----------------------------------------------------------------------------------------------------------------------
8001-3480 D105135 500 SE State Route 291 Lees Summit MO 8001-2268
- -----------------------------------------------------------------------------------------------------------------------
8001-3483 D101346 162 Elm Street Milford NH 8001-2317
- -----------------------------------------------------------------------------------------------------------------------
8001-3476 D102289 2202 East Kansas Avenue Garden City KS 8001-2281
- ---------------- ------------ ---------------------------------- ------------------ --------- -------------------------
8001-3495 D101882 1145 West North Street Lima OH 8001-2287
- -----------------------------------------------------------------------------------------------------------------------
8001-3496 D106848 1406 Kenneth Road York PA 8001-2310
- -----------------------------------------------------------------------------------------------------------------------
Dapper II
- -----------------------------------------------------------------------------------------------------------------------
FFC File # Unit # Street City State Corresponding Replaced
Property
- -----------------------------------------------------------------------------------------------------------------------
8001-3478 D101995 9782 St. Charles Rock Road Breckenridge MO 8001-2239
Hills
- -----------------------------------------------------------------------------------------------------------------------
8001-3479 D103049 999 E Gannon Drive Festus MO 8001-2272
- -----------------------------------------------------------------------------------------------------------------------
8001-3481 D101996 9846 W. Florissant Ave St. Louis MO 8001-2320
- -----------------------------------------------------------------------------------------------------------------------
8001-3485 D101334 23373 US Hwy 23 S Circleville OH 8001-2271
- -----------------------------------------------------------------------------------------------------------------------
8001-3486 D101668 3969 Salem Ave Dayton OH 8001-2332
- -----------------------------------------------------------------------------------------------------------------------
8001-3488 D107141 2720 Curtice Road Northwood OH 8001-2296
- -----------------------------------------------------------------------------------------------------------------------
8001-3490 D101836 12955 Frankstown Road Penn Hills PA 8001-2241
- -----------------------------------------------------------------------------------------------------------------------
8001-3491 D108859 1488 W. Mason Street Green Bay WI 8001-2284
- -----------------------------------------------------------------------------------------------------------------------
8001-3493 D103278 5124 Hinkleville Road Paducah KY 8001-2262
- -----------------------------------------------------------------------------------------------------------------------
8001-3494 D101965 1260 Jennings Station Road St. Louis MO 8001-2277
- -----------------------------------------------------------------------------------------------------------------------
Dapper III
- -----------------------------------------------------------------------------------------------------------------------
FFC File # Unit # Street City State Corresponding Replaced
Property
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
8001-3474 D104997 3317 Agency Street Burlington IA 8001-2267
- -----------------------------------------------------------------------------------------------------------------------
8001-3475 D101945 2602 Washington Avenue Alton IL 8001-2309
- -----------------------------------------------------------------------------------------------------------------------
8001-3482 D102158 3510 Gravois Ave St. Louis MO 8001-2312
- -----------------------------------------------------------------------------------------------------------------------
8001-3487 D101490 2636 S. Smithville Road Dayton OH 8001-2261
- -----------------------------------------------------------------------------------------------------------------------
8001-3489 D101360 3210 Library Road Castle Shannon PA 8001-2264
- -----------------------------------------------------------------------------------------------------------------------