EXHIBIT 10.18
SALE AND PURCHASE AGREEMENT
Dated as of June 1, 2000
among
DOLLAR GENERAL CORPORATION,
as Lessee and as Seller
and
FU/DG INDIANOLA, LLC,
as Lessor
FIRST UNION COMMERCIAL CORPORATION,
as Head Lessor
Property:
U.S. Highway 82
Indianola, Mississippi
Sunflower County
TABLE OF CONTENTS
PAGE
SECTION 1. Definitions..................................................2
SECTION 2. Agreement to Sell, Purchase and Lease........................2
SECTION 3. Purchase Price...............................................2
SECTION 4. Representations and Warranties...............................3
SECTION 5. Representations, Warranties and Covenants of Purchasers......5
SECTION 6. Indemnification..............................................6
SECTION 7. Time and Place of Closing....................................6
SECTION 8. Conditions to the Obligations of Purchasers..................6
SECTION 9. Conditions to the Obligation of Seller......................10
SECTION 10. Closing Documents...........................................10
SECTION 11. Brokerage...................................................11
SECTION 12. Expenses....................................................11
SECTION 13. Notices.....................................................12
SECTION 14. No Recording................................................12
SECTION 15. Entire Agreement............................................12
SECTION 16. Modification................................................12
SECTION 17. Parties Bound; Assignment...................................12
SECTION 18. Submission to Jurisdiction..................................13
SECTION 19. Choice of Law...............................................13
SECTION 20. Waiver of Jury Trail........................................13
SECTION 21. Counterparts................................................13
SECTION 22. Survival of Documents.......................................13
SECTION 23. Captions and Headings.......................................14
SECTION 24. Severability................................................14
SECTION 25. Further Assurances..........................................14
SECTION 26. Several Liability...........................................14
SCHEDULE I -- Description of the Property
SCHEDULE II -- Permitted Encumbrances
EXHIBIT A -- Disclosure Memorandum
SALE AND PURCHASE AGREEMENT (this "Agreement") dated as of June
1, 2000 among FU/DG INDIANOLA, LLC, a Delaware limited liability company, having
its principal place of business at First Union Securities, 301 South College
Street -- NC0166, Charlotte, NC 28288-0166 (the "Lessor"), FIRST UNION
COMMERCIAL CORPORATION, a North Carolina corporation having its principal place
of business at One First Union Center, 301 South College Street, 20th Floor,
Charlotte, North Carolina 28288 (the "Head Lessor" and together with the Lessor,
the "Purchasers"), and DOLLAR GENERAL CORPORATION, a Tennessee corporation,
("Lessee" or "Seller"), having its principal place of business at 100 Mission
Ridge, Goodlettsville, Tennessee 37072.
WITNESSETH:
RECITALS
WHEREAS, Atlantic Financial Group, Ltd., a Texas limited
partnership ("AFG") is the legal owner of the parcels of land described on
Schedule I hereto, together with all rights of way, easements, strips, gores,
alleys, servitudes, licenses, rights, benefits, oil, gas, water, mineral and air
rights, tenements, hereditaments and appurtenances belonging or pertaining to
such parcels of land (the "Land") and all of the buildings, structures, other
improvements and fixtures now located on the Land (the "Improvements"; the Land
and the Improvements thereon being the "Real Property"), which Real Property is
subject to the Permitted Encumbrances set forth on Exhibit A attached hereto;
and
WHEREAS, AFG is also the owner of the racks, conveyors and other
equipment described on Schedule II (the "Equipment," and together with the Real
Property, the "Property");
WHEREAS, AFG is leasing the Property to Lessee pursuant to a
synthetic lease (the "Synthetic Lease");
WHEREAS, on the terms and provisions herein, Seller wishes to
sell or cause the sale of the Real Property to the Lessor and the Equipment to
the Head Lessor;
WHEREAS, pursuant to this Agreement, the Head Lessor and the Head
Lessee will execute the Head Lease of even date herewith providing for the lease
of the Equipment by the Head Lessor to the Head Lessee, and the Lessor and the
Lessee will execute the Lease dated of even date herewith providing for the
lease of the Property by the Lessor to the Lessee.
NOW, THEREFORE, in consideration of the premises, in
consideration of the covenants and provisions herein and other goad and valuable
consideration, and intending to be bound hereby, the parties hereto agree as
follows:
SECTION 1. Definitions.
The capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in Appendix A to that certain Lease Agreement
dated as of the date hereof between Head Lessee in its capacity as Lessor
thereunder and Dollar General Corporation, a Tennessee corporation, as lessee
(the "Lessee") or the other relevant Operative Documents defining such terms,
and all rules of usage set forth in Appendix A shall apply.
"Assignment of Lease" shall mean the Lease Assignment and
Agreement dated as of June 1, 2000, by and among the Lessor, as assignor, and
the Agent, as assignee, for the benefit of the Holders and the Head Lessor, as
their interests may appear in accordance with the Intercreditor Agreement, with
respect to the Lease.
"Bill of Sale" shall mean a bill of sale with respect to the
Equipment, in form and substance acceptable to Head Lessor, to be delivered to
Seller to Head Lessor under the Purchase Agreement upon satisfaction of the
conditions precedent set forth therein.
"Closing Date" shall mean the date on which the Real Property is
acquired by the Lessor and the Equipment is acquired by the Head Lessor.
"Deed" shall mean that special or limited warranty deed to be
delivered to Lessor by AFG under the Purchase Agreement upon satisfaction of the
conditions precedent set forth therein, such Deed to be in form and substance
acceptable to the Lessor.
"Environmental Reports" shall mean the reports and information
covering the Property prepared by the Approved Environmental Consultant.
SECTION 2. Agreement to Sell, Purchase and Lease.
Subject to the provisions and conditions of this Agreement, on
the Closing Date, (i) Seller shall cause AFG and Seller (the "Seller Group") to
sell, assign and convey to the Lessor and the Lessor shall purchase from the
Seller Group the Real Property free and clear of all Liens, encumbrances,
claims, defects and other exceptions to the title in the Property, subject only
to the Permitted Encumbrances, (ii) Seller shall cause the Seller Group to sell,
assign and convey to Head Lessor and Head Lessor shall purchase from the Seller
Group the Equipment free and clear of all liens, encumbrances, claims, defects
and other exceptions to title, (iii) Head Lessor shall lease to Head Lessee and
Head Lessee shall lease from Head Lessor the Equipment under and pursuant to the
Head Lease, and (iv) Lessor shall lease to Lessee and Lessee shall lease from
Lessor the Property under and pursuant to the Lease.
SECTION 3. Purchase Price.
The purchase price (the "Purchase Price") for the Real Property
shall be as follows:
(a) Payable by the Head Lessor for the Equipment in the amount of
$14,003,053.00;
(b) Payable by the Lessor for the Real Property in the amount of
$26,978,891.00;
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(c) Upon satisfaction of the conditions set forth herein, the
portion of the Purchase Price payable by each of the Head Lessor
and the Lessor shall be payable to Seller on the Closing Date by
wire or intrabank transfer of immediately available funds to
Seller or its designee at First Union National Bank, Account No.
202 0000451297, ABA 053000219, Ref.: Dollar General (Loan #
37-4000001), Attn: Lisa Traylor or such other account as Seller
may designate not less than three (3) Business Days before the
Closing Date.
SECTION 4. Representations and Warranties.
(a) Seller represents and warrants to each of the Purchasers as
of the Closing Date as follows:
(i) AFG is a Texas limited partnership duly
organized, validly existing and in good standing under the laws
of the State of Texas. Seller has the power and authority to
enter into and perform its obligations under this Agreement. Each
of Seller and AFG is duly qualified to do business and is in good
standing in each jurisdiction where the failure to so qualify
would have an adverse effect on its ability to perform the
actions to be performed by it under the Operative Documents to
which it is a party.
(ii) This Agreement has been duly authorized by
all necessary corporate action on the part of Seller and has been
duly executed and delivered by Seller, and the execution,
delivery and performance thereof by Seller will not, (x) require
any approval of the shareholders of Seller or any approval or
consent of any trustee or holder of any indebtedness or
obligation of Seller, other than such consents and approvals as
have been obtained, (y) contravene any Applicable Law binding on
Seller or (z) contravene or result in any breach of or constitute
any default under Seller's articles of organization, operating
agreement or other organizational and governing documents, or any
indenture, judgment, order, mortgage, loan agreement, contract,
partnership or joint venture agreement, lease or other agreement
or instrument to which Seller is a party or by which Seller is
bound, or result in the creation of any Lien (other than pursuant
to the Operative Documents) upon any of the property of Seller.
The actions to be performed by AFG hereunder and the deliveries
required of AFG hereunder will not (x) require any approval of
the partners of AFG or any approval or consent of any trustee or
holder of any indebtedness or obligation of AFG, other than such
consents and approvals as have been obtained, (y) contravene any
Applicable Law binding on AFG or (z) contravene or result in any
breach of or constitute any default under AFG's partnership
agreement or other organizational and governing documents, or any
indenture, judgment, order, mortgage, loan agreement, contract,
partnership or joint venture agreement, lease or other agreement
or instrument to which AFG is a party or by which AFG is bound,
or result in the creation of any Lien (other than pursuant to the
Operative Documents) upon any property of AFG.
(iii) All Governmental Action required in
connection with the execution, delivery and performance by Seller
of the Operative Documents to which it is a party, has been or
will have been obtained, given or made as of the Closing Date.
All Governmental Action required in connection with the
performance of the actions required
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by, and deliveries to be made by, AFG hereunder have been or will
have been obtained, given or made as of the Closing Date.
(iv) Each of the Operative Documents to which
Seller is or is to become a party constitutes the legal, valid
and binding obligation of Seller, enforceable against Seller in
accordance with the terms thereof, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors'
rights in general. Any deliveries required to be made by AFG
hereunder will constitute the legal, valid and binding obligation
of AFG, enforceable against AFG in accordance with the terms
thereof, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights in general.
(v) Neither Seller nor AFG is an "investment
company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended.
(vi) Neither Seller nor AFG has offered any
interest in the Property, or any similar securities of Seller or
AFG to, or solicited any offer to acquire any of the same from,
any Person, in violation of Section 5 of the Securities Act, nor
has it authorized any Person to take any such action, and neither
Seller nor AFG has taken any action that would subject any
interest in the Property, the Head Lease, or the Lease to the
registration requirements of Section 5 of the Securities Act.
Nothing herein is intended to imply or shall be construed to
suggest that the interests in Seller or AFG constitute
securities.
(vii) No bankruptcy, reorganization, arrangement
or insolvency proceedings are pending, threatened or contemplated
by Seller, and Seller has not made a general assignment for the
benefit of creditors. No bankruptcy, reorganization,
rearrangement or insolvency proceedings are pending, threatened
or contemplated by AFG, and AFG has not made a general assignment
for the benefit of creditors.
(viii) Neither Seller nor AFG is a foreign person
within the meaning of Section 1445 of the Internal Revenue Code
as amended.
(b) Lessee represents and warrants to each of the Purchasers as
of the Closing Date as follows:
(i) All representations and warranties contained
in the Lease relating to environmental matters, including without
limitation compliance with Environmental Laws, and Hazardous
Materials with respect to the Property are true and correct as of
the date hereof.
(ii) No bankruptcy, reorganization, arrangement or
insolvency proceedings are pending, threatened or contemplated by
Lessee and Lessee has not made a general assignment for the
benefit of creditors.
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(iii) Lessee is not a foreign person within the
meaning of Section 1445 of the Internal Revenue Code, as amended.
(iv) No part of the Property has been taken in
Condemnation, eminent domain or like proceeding nor is any such
proceeding pending or, to Lessee's Actual Knowledge, threatened.
(c) The representations and warranties set forth herein shall
survive the closing.
SECTION 5. Representations, Warranties and
Covenants of Purchasers.
(a) Each of the Purchasers represents and warrants to Seller as
of the Closing Date, with respect to itself and not the other
of such Purchasers that:
(i) Lessor is a limited liability company duly
organized, validly existing and in good standing under the laws
of the State of Delaware, and Head Lessor is a corporation duly
organized, validly existing and in good standing under the laws
of the State of North Carolina. Such Purchaser has the power and
authority to conduct its business as now conducted and to
purchase the property being purchased by it hereunder and to
enter into and perform its obligations under the Operative
Documents to which it is or is to become a party.
(ii) Each of the Operative Documents to which such
Purchaser is a party has been duly authorized by all necessary
action on the part of such Purchaser and has been duly executed
and delivered by such Purchaser, and the execution, delivery and
performance thereof by such Purchaser will not, (x) require any
approval of the members or other equity owners of such Purchaser
or any approval or consent of any trustee or holder of any
indebtedness or obligation of Purchaser, other than such consents
and approvals as have been obtained, (y) contravene any
Applicable Law binding on such Purchaser or (z) contravene or
result in any breach of or constitute any default under such
Purchaser's organizational documents, or any indenture, mortgage,
loan agreement, contract, partnership or joint venture agreement,
lease or other agreement or instrument to which such Purchaser is
a party or by which such Purchaser is bound.
(iii) All Governmental Action required in
connection with the execution, delivery and performance by such
Purchaser of the Operative Documents to which it is a party, has
been or will have been obtained, given or made.
(iv) Each of the Operative Documents to which such
Purchaser is or will become a party constitutes the legal, valid
and binding obligation of such Purchaser, enforceable against
such Purchaser in accordance with the terms thereof, except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights in general.
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(b) The representations and warranties of each Purchaser in
Section 5(a) shall survive the closing.
SECTION 6. Indemnification.
(a) Lessee agrees to assume liability for, and to indemnify,
protect, defend, save and keep harmless each Purchaser, on an After-Tax Basis,
from and against any and all claims. demands, liabilities, costs, expenses
(including, without limitation, reasonable attorneys' fees and costs), damages
and losses, cause or causes of action and suit or suits of any nature whatsoever
arising from any misrepresentation or breach of warranty or covenant by Lessee
or Seller in this Agreement or any Closing Document delivered to any party
pursuant to this Agreement.
(b) The provisions of this Section 6 will survive the Closing
Date and the termination of any or all Operative Documents.
SECTION 7. Time and Place of Closing.
The closing shall take place at the offices of Moore & Van Allen,
PLLC, 100 North Tryon Street, Charlotte, North Carolina 28202-4003 at 9:00 am on
June 1, 2000, or at such other place. at such other time and on such other date
as shall be mutually agreed upon by Seller and Purchasers.
SECTION 8. Conditions to the Obligations of
Purchasers.
The obligations of Purchasers to consummate the transactions
described in this Agreement or any other Operative Document are subject to the
fulfillment prior to or at the closing of each of the following conditions any
of which may be waived by Purchasers. To the extent such conditions precedent
require the delivery of any agreement, certificate, instrument, memorandum,
legal or other opinion, appraisal, commitment, title insurance commitment, lien
report or any other document of any kind or type, such item shall be in form and
substance satisfactory to each Purchaser or other intended recipient thereof, in
its reasonable discretion; notwithstanding the foregoing, the obligations of
each party shall not be subject to any conditions contained in this Section 8
which are required to be performed by such party.
(a) All representations and warranties of Seller under the
Operative Documents shall be true and correct in all material respects as of the
time of the closing.
(b) The Seller shall have performed or satisfied all of the
obligations under this Agreement and the Operative Documents as Seller is
required to perform or satisfy pursuant to the provisions of this Agreement and
the other Operative Documents which require performance or satisfaction on the
Closing Date and each Operative Document shall have been delivered by the
parties thereto.
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(c) Purchasers and each other intended recipient thereof shall
have received the Closing Documents required to be delivered by either member of
the Seller Group pursuant to Section 10.
(d) Purchasers and each other intended recipient thereof shall
have received a certificate dated the Closing Date, in form and substance
reasonably satisfactory to Purchasers and each other intended recipient thereof,
from an Authorized Officer of Lessee certifying that all representations and
warranties of such party under this Agreement and any other Operative Document
to which it is a party are true and correct as of the Closing Date, that Lessee
has performed or satisfied all obligations required to be performed or satisfied
by it as of the Closing Date and that no default under any Operative Document
has occurred and is continuing as of the Closing Date. The Lessor shall have
delivered a certificate from an Authorized Officer certifying that all
representations and warranties of it under this Agreement and any other
Operative Agreement to which it is a party are true and correct as of the
Closing Date, that it has performed and satisfied all obligations required to be
performed or satisfied by it on the Closing Date and that no default under any
Operative Document arising by, through or under it has occurred as of the
Closing Date and to its knowledge, no other default under any Operative Document
has occurred and is continuing as of the Closing Date.
(e) Each of Lessor and Agent shall have received with respect to
the Real Property (i) an owner's policy (or mortgagee's policy, as the case may
be) of title insurance on the current extended coverage ALTA form issued by the
Title Insurance Company and insuring such Person's good, indefeasible and
marketable fee simple title (or Mortgage interest, as the case may be) to the
Real Property in an amount equal to the Purchase Price paid therefor, together
with such affirmative coverages and endorsements reasonably required by Lessor
or Agent, subject only to the Permitted Encumbrances, and (ii) an ALTA survey,
certified to each of the Lessor and Agent and the Title Insurance Company by a
registered land surveyor, dated not more than six (6) months prior to the
Closing Date, for the Real Property, acceptable to each of Lessor and Agent,
which survey shall show: (A) the boundaries and legal description of the Real
Property, (B) the location of all Improvements, (C) the location of all roadways
and other access-ways upon or across the Real Property, (D) the location of all
easements and rights-of-way on the Real Property which are of record, visible
upon inspection or otherwise known to the Person rendering such survey, (E) the
name of each public thoroughfare abutting the Real Property, (F) any
encroachments onto adjacent land by Improvements located on the Real Property,
(G) any encroachments onto the Real Property by improvements located on adjacent
property, (H) no claims, defects or encumbrances other than the Permitted
Encumbrances, and (I) such other matters as each of Lessor and Agent may
reasonably require.
(f) Each of Lessor, Head Lessor, Agent and each Holder shall have
received the Environmental Reports prepared by the Approved Environmental
Consultant respecting the Real Property evidencing no pre-existing environmental
condition or other environmental matter with respect to the Real Property that
is not acceptable to such Person.
(g) Lessor and Agent shall have received with respect to the Real
Property an appraisal report prepared by a Qualified Appraiser containing such
opinions as shall be required by and acceptable to Lessor and Agent, Head Lessor
shall have received with respect to the
7
Equipment an appraisal report prepared by a Qualified Appraiser containing such
opinions as may be required by and acceptable to Head Lessor, and each of
Lessor, Head Lessor and Agent shall have received an engineering report with
respect to the Property in form and substance reasonably acceptable to each such
Person.
(h) Opinions of counsel for Lessee and Lessor, dated the Closing
Date, shall have been received, addressed to the appropriate parties to the
Operative Documents, from such counsel and containing opinions as to such
matters of law as are customary for the transactions contemplated by the
Operative Documents and otherwise reasonably required by the intended recipient
thereof, such counsel and the form and substance of each opinion to be
reasonably acceptable to the intended recipient thereof.
(i) A certificate of an Authorized Officer with respect to
organizational documents, by-laws, partnership agreement, operating agreement or
other governing documents, authorizing resolutions approving the Overall
Transaction and the incumbency of the officers executing the Operative Documents
shall have been delivered by Lessee and Lessor, all in form and substance
reasonably acceptable to the parties to the Operative Documents.
(j) The Title Insurance Company shall have been provided with
funds estimated to be sufficient to permit payment of, and arrangements shall
have been made with such Title Insurance Company for the payment of, title
premiums for each Title Policy and any applicable transfer, stamp, recording,
filing and similar taxes, fees and charges with respect to the Closing Documents
and the transactions contemplated hereby and thereby.
(k) Head Lessor shall have received the Bill of Sale from the
Seller and AFG which shall be satisfactory to the Head Lessor, and Lessor shall
have received a bill of sale related to the Improvements and Fixtures from the
Seller and AFG which shall be satisfactory to Lessor, Agent and Head Lessor.
(l) Lessee shall have delivered a legal opinion in form and
substance acceptable to Lessor, Agent and Head Lessor with respect to local law
matters respecting the state in which the Property is located from counsel
located in the state where such Property is located, such counsel to be
acceptable to Lessor, Agent and Head Lessor.
(m) Each of the Lessor, Agent, each Holder and Head Lessor shall
be satisfied that the acquisition of the Property and the execution of the
Mortgage and the other Operative Documents, including without limitation the
Debt Documents, will afford the rights, remedies and benefits intended to be
afforded to each such Person under the Operative Documents.
(n) Lessor shall have received the Deed from AFG with respect to
the Real Property in such form as shall be acceptable to Lessor and Agent, Agent
shall have received the Mortgage in such form as shall be acceptable to Agent
and Head Lessor and each other party to any other Operative Document shall have
executed and delivered each such Operative Document to which such Person is a
party and each other delivery required under any Operative Document shall have
been made.
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(o) The Holders shall have provided the proceeds under the Notes
to the Lessor to pay the portion of the Purchase Price payable by it in respect
of the Real Property.
(p) Each of Lessor, Agent and Head Lessor shall have received
evidence of insurance from Lessee, acceptable to such Person with respect to the
Property.
(q) Each of Lessor, Agent and Head Lessor shall have received (i)
Uniform Commercial Code lien searches, tax lien searches and judgment lien
searches regarding the Real Property and Equipment in such jurisdictions and
against such parties as determined by such Person, in each case performed by a
nationally recognized search company acceptable to such Person and (ii) the
liens referenced in such lien searches which are objectionable to any such
Person shall be either removed or otherwise handled in a manner satisfactory to
such Person prior to the Closing Date.
(r) All taxes, fees and other charges in connection with the
execution, delivery, recording, filing and registration of the Operative
Documents and/or documents related thereto shall have been paid or provisions
for such payment shall have been made to the satisfaction of each of Lessor,
Agent and Head Lessor.
(s) In the opinion of each Participant and their respective
counsel, the transactions contemplated by the Operative Documents do not and
will not subject such Participant to any adverse regulatory prohibitions,
constraints, penalties or fines.
(t) Each of Lessor and Head Lessor shall have received an
assignment of all assignable guaranties and warranties of Lessee with respect to
the portion of the Property being acquired by such Person, together with the
original of each guaranty and warranty, if available.
(u) Lessor shall have received copies of the plans and
specifications, including without limitation all operational guidelines,
renderings, and any other information regarding the Property required by it.
(v) All leases, subleases, licenses, concessions or other
agreements in existence prior to the Closing Date (including the Synthetic
Lease) in connection with the Property shall be terminated on or prior to the
Closing Date in a manner acceptable to Lessor, Agent and Head Lessor, all
amounts payable in connection therewith shall have been indefeasibly paid, all
obligations arising in connection therewith shall have been fully satisfied and
all releases related to any Liens arising in connection therewith shall have
been released and appropriate filings shall have been made; provided, that in
the case of the oral license to Werner Enterprises with respect to the portion
of the Property known as the Shop Maintenance, a letter shall have been
delivered by Werner Enterprises on behalf of the parties to the Operative
Documents indicating that its interest in the Property is terminable at will and
subject and subordinate in all respects to the interests of the parties arising
under the Operative Documents.
(w) All such further actions shall have been taken and all
further deliveries made, including the filing and recording of all documents,
instruments and financing statements necessary or beneficial to establish and
protect title to the Real Property in Lessor, title to the
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Equipment in the Head Lessor and the Lien of the Mortgage in the Agent for the
benefit of the Holders free and clear of all Liens, as may be required by any
Person a party to any Operative Document, and all such action shall have been
taken as any Person a party hereto may reasonably request in connection with the
Overall Transaction.
No condition required to be fulfilled under this Section 8 shall
be waived except by a writing signed by each Person for whose benefit such
condition is required to be satisfied. In addition, and notwithstanding the
closing of the transactions contemplated by this Agreement and the other
Operative Documents, any condition precedent required to be performed or
satisfied by this Section 8 and not performed or satisfied on the Closing Date
may be subsequently required to be performed or satisfied by any Person for
whose benefit such condition precedent is intended, notwithstanding the closing
hereunder.
SECTION 9. Conditions to the Obligation of Seller.
The obligation of Seller to consummate the transactions described
in this Agreement is subject to the fulfillment prior to or at the closing of
each of the following conditions (any of which may be waived by Seller):
(a) All representations and warranties of each Purchaser
hereunder shall be true and correct in all material respects
as of the time of the closing.
(b) Each Purchaser shall have paid or deposited in escrow its
portion of the Purchase Price with respect to the portion of the Property being
acquired pursuant to Section 3 and shall have performed or satisfied all other
obligations under this Agreement it is required to perform pursuant to this
Agreement.
(c) Seller shall have received the Closing Documents required to
be delivered by each Purchaser pursuant to Section 10.
SECTION 10. Closing Documents.
The parties shall deliver the following documents, all in form
and substance reasonably satisfactory to Lessor and Head Lessor and all dated as
of the Closing Date (the "Closing Documents"), prior to or at the closing:
(a) Seller shall execute and deliver, or cause to be executed and
delivered as the case may be, the following Closing
Documents:
(i) the Deed with covenants against grantor's acts
with respect to the Real Property, granting and conveying to
Lessor good, indefeasible and marketable fee simple title to such
Real Property, subject only to the Permitted Encumbrances;
(ii) with respect to the Deed, any transfer tax
statement, return, affidavit or other document required or
requested in connection therewith;
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(iii) a copy of the current certificate of
occupancy for the Property with all amendments thereto (unless
the municipality where the Property is located does not issue or
maintain such certificates or their legal equivalent);
(iv) a certification of non-foreign status as
required by the Foreign Investment in Real Property Tax Act and
regulations thereunder and any similar state statutes;
(v) all environmental transfer or disclosure
forms, if any, required by the state or municipality in which the
Property is located;
(vi) the Bill of Sale warranting the transfer of
good and marketable title to the Equipment free and clear of all
Liens and the bill of sale related to Improvements and Fixtures
free and clear of all Liens;
(vii) the other documents, certificates, opinions
and items referred to in Section 8; and
(viii) such other documents, certificates,
affidavits and deliveries as either of the Purchasers may
require.
This provision shall survive the closing.
(b) Lessor shall deliver the portion of the Purchase Price
related to the Real Property, the Head Lessor shall deliver the portion of the
Purchase Price related to the Equipment and each Purchaser shall execute and
shall deliver such other instruments and documents and take such other actions,
as Purchasers are required to deliver or do hereunder to effectuate the
transactions contemplated hereby in accordance with the provisions hereof. This
provision shall survive the closing.
SECTION 11. Brokerage.
Each of the Lessee and the Purchasers represent and warrant to
each other that they have not dealt with any broker, finder, financial adviser
or similar Person in connection with the transactions contemplated by this
Agreement (other than First Union Securities, Inc.). The provisions of this
Section shall survive the closing and any termination of this Agreement.
SECTION 12. Expenses.
Lessee agrees on the Closing Date and subsequent dates as
invoices are received by Lessee to pay all costs and expenses relating to the
transactions contemplated hereby and by the Operative Documents, including
without limitation, the fees and expenses of Seller's legal counsel, the
surveyor and all recording, documentation, transfer, filing and recording taxes
(other than arising in connection with the Debt Documents), property, liability
and title insurance premiums regarding the Property, and 50% of the fees and
expenses of local counsel.
11
SECTION 13. Notices.
Unless otherwise specifically provided herein, all notices,
consents, directions, approvals, instructions, requests and other communications
required or permitted by the terms hereof to be given to any Person shall be in
writing sent to either (i) that Person's Address, and a copy thereof shall be
sent to each Person to receive a copy pursuant to the definition of "Address",
by a nationally recognized overnight courier service, and any such notice shall
be deemed received one (1) Business Day after delivery to a nationally
recognized courier service specifying overnight delivery, or (ii) that Person's
fax number, and a second copy thereof shall be sent to each Person required to
receive a copy pursuant to the definition of "Address", by a nationally
recognized overnight courier service, specifying overnight delivery, prepaid,
and any such notice shall be deemed received after the earlier of (x) the
confirmation of receipt of such fax, or (y) one (1) Business Day after delivered
to such courier. From time to time any party may designate a new Address or fax
number for purposes of notice hereunder by giving fifteen (15) days' written
notice thereof to each of the other parties hereto.
SECTION 14. No Recording.
Neither party hereto shall record this Agreement or any
memorandum hereof except as required Applicable Law and only upon prior written
notice to the other party.
SECTION 15. Entire Agreement.
Except as specified herein, this Agreement, the other Operative
Documents and the Closing Documents constitute the entire agreement of the
parties with respect to the transactions contemplated hereby and all prior
understandings and agreements of the parties with respect to such transactions
are merged into this Agreement and the Closing Documents.
SECTION 16. Modification.
Except as specified herein, no provision of this Agreement shall
be modified, waived or terminated, except by an instrument signed by the party
against whom such modification, waiver or termination is to be enforced.
SECTION 17. Parties Bound; Assignment.
The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. The rights and obligations of any party hereunder may not be assigned
or transferred without the consent of the other parties, provided that each of
the Purchasers may, without the consent of Seller, assign its rights under this
Agreement to any designee provided any such assignment shall not result in the
discharge or release of such Purchaser from its obligations to Seller hereunder.
Each Participant shall be deemed to be a third-party beneficiary hereof with
respect to the conditions precedent to be satisfied hereunder prior to the
consummation of the transactions contemplated by this Agreement to the extent
that any such Participant is an intended beneficiary of any item to be delivered
or action to be taken under Section 8 by any other Person.
12
SECTION 18. Submission to Jurisdiction.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) SUBMITS IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT TO THE NON-EXCLUSIVE
GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY, THE COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK COUNTY
AND APPELLATE COURTS FROM ANY THEREOF; (B) CONSENTS THAT ANY SUCH ACTION OR
PROCEEDING MAY BE BROUGHT IN ANY SUCH COURTS AND WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURTS OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; (C) AGREES THAT SERVICE OF
PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED IN THE MANNER SPECIFIED
FOR NOTICES AND OTHER COMMUNICATIONS IN SECTION 13 AND SHALL BE EFFECTIVE AS
PROVIDED IN SECTION 13; AND (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE
RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION OR COURT HAVING JURISDICTION.
SECTION 19. Choice of Law.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED [N ACCORDANCE
WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED WITHOUT REGARD TO
THE CONFLICT-OF-LAW PROVISIONS THEREOF.
SECTION 20. Waiver of Jury Trial.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
SECTION 21. Counterparts.
This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
SECTION 22. Survival of Documents.
The representations, warranties, covenants, indemnities and
agreements of the parties provided for in the Operative Documents, and each
party's obligations under any and all thereof, shall survive the execution and
delivery of this Agreement, the transfer of the Property (or any portion
thereof) to the Purchasers or either of them and shall be and continue in effect
13
notwithstanding any investigation made by any party and the fact that any party
may waive compliance with any of the other terms, provisions, or conditions of
any of the Operative Documents. The indemnities of the parties provided for
herein shall survive the expiration or termination of any thereof.
SECTION 23. Captions and Headings.
The table of contents, captions and headings of the various
Sections of this Agreement are for the convenience of reference only and shall
not modify, define, expand or limit any of the terms or provisions hereof.
SECTION 24. Severability.
Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 25. Further Assurances.
At Lessee's expense, each party hereto shall promptly and duly
execute and deliver to the other party such further documents and promptly take
such further action not inconsistent with the terms hereof as the other party
may from time to time reasonably request in order more effectively to carry out
the intents and purposes of this Agreement or to perfect and protect the rights
and remedies intended to be afforded hereunder.
SECTION 26. Several Liability.
Notwithstanding any other provision in this Agreement or any
other Operative Document, the obligations of each Purchaser are several and,
notwithstanding any joint reference to the Purchasers hereunder, no obligation
on the part of any Purchaser is intended to be construed as a joint obligation
by the other of such Purchasers.
14
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed the day and year first above written.
Purchasers:
----------
FU/DG FULTON, LLC,
a Delaware limited liability company
By:
---------------------
Name:
---------------------
Title:
---------------------
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By:
---------------------
Name:
---------------------
Title:
---------------------
DOLLAR GENERAL CORPORATION,
a Tennessee corporation
By:
---------------------
Name:
---------------------
Title:
---------------------
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed the day and year first above written.
Purchasers:
----------
FU/DG FULTON, LLC,
a Delaware limited liability company
By:
---------------------
Name:
---------------------
Title:
---------------------
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By:
---------------------
Name:
---------------------
Title:
---------------------
DOLLAR GENERAL CORPORATION,
a Tennessee corporation
By:
---------------------
Name:
---------------------
Title:
---------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed the day and year first above written.
Purchasers:
----------
FU/DG INDIANOLA, LLC,
a Delaware limited liability company
By: /s/ Benjamin F. Williams, Jr.
-----------------------------------------
Name: Benjamin F. Williams, Jr.
-----------------------------------------
Title: Senior Vice President & Managing Director
-----------------------------------------
FIRST UNION COMMERCIAL CORPORATION,
a North Carolina corporation
By: /s/ Linda Baxter
-----------------------------------------
Name: Linda Baxter
-----------------------------------------
Title: Vice President
-----------------------------------------
DOLLAR GENERAL CORPORATION,
a Tennessee corporation
By: /s/ Wade Smith
-----------------------------------------
Name: Wade Smith
-----------------------------------------
Title: Treasurer
-----------------------------------------
Schedule I
Sale and Purchase Agreement
Mississippi Real Property
Land in Sunflower County Mississippi, some of which is located within the
corporate limits of the City of Indianola, Mississippi, being more particularly
described according to the survey of G. Wayne Gardner, dated February 10, 2000,
as follows:
240,000 acres, more or less, located in the Southwest Quarter (SW 1/4) of
Section 25, Northwest Quarter (NW 1/4) of Section 36, Southeast Quarter (SE 1/4)
of Section 26 and Northeast Quarter (NE 1/4) of Section 35, all in Township 19
North, Range 5 West, Sunflower County, Mississippi and being further described
as follows:
Commence at the Southwest corner of Section 26, Township 19 North, Range 5 West,
Sunflower County, Mississippi; thence North 89(Degree) 42' 40" East 2412.65 feet
to a railroad iron; thence North 01(Degree) 46' 00" East 2321.41 feet to a
point; thence South 56(Degree) 25' 00" East 1821.32 feet to a point; thence
North 88(Degree) 50' 41" East 245.66 feet to a 1/2" rebar on the South
right-of-way line of Beaver Dam Road and said point being the POINT OF BEGINNING
of the parcel herein described; thence South 00(Degree) 04' 59" West 2816.57
feet to a 1/2" rebar; thence East 600 feet to a 1/2" rebar; thence South 00
(Degree) 04' 59" West 631.62 feet to a 1/2" rebar on the North right-of-way line
of U.S. Highway 82; thence along the North right-of-way line of U.S. Highway 82
the next two calls - North 72(Degree) 32' 38" East 2193.34 feet to a 1/2" rebar;
thence along a curve to the right having a radius of 8628.22 feet, a chord
bearing of North 75(Degree) 10' 42" East and a chord distance of 793.18 feet,
for an arc distance of 793.46 feet to a 1" iron pipe, thence North 05(Degree)
11' 43" West 270.00 feet to a 1/2" rebar, thence North 75 (Degree) 54' 38" East
170.25 feet to a 1/2" rebar; thence North 03(Degree) 16' 00" West 648.18 feet to
a 1/2" rebar; thence North 04(Degree) 43' 32" West 895.60 feet to a 1/2" rebar;
thence North 04(Degree) 36' 12" west 750.19 feet to a 1/2" rebar on the South
right-of-way line of Beaver Dam Road; thence North 89(Degree) 43' 03" West
2255.17 feet along the South right-of-way line of Beaver Dam Road to a 1/2"
rebar; thence along a curve to the left having a radius of 5689.58 feet, a chord
bearing of South 89(Degree) 30' 15" West and chord distance of 154.56 feet, for
an arc distance of 154.57 feet to a 1/2" rebar; thence South 88(Degree) 43' 34"
West 18.53 feet along the South right-of-way line of Beaver Dam Road to a 1/2"
rebar; thence South 89(Degree) 16' 28" West 33.73 feet along said South
right-of-way line of Beaver Dam Road to a 1/2" rebar; thence South 88(Degree)
50' 41" West 962.13 feet along rebar and the POINT OF BEGINNING.
Being part of the property conveyed to Atlantic Financial Group, Ltd., a Texas
limited partnership, by deed from Sunflower County Economic Development.District
as recorded in Book S-33 at page 475 in the office of the Chancery Clark of
Sunflower County, Mississippi.
18
Schedule II
-----------
Description of Equipment
------------------------
Distribution Center
914 Highway 82 West
lndianola, Mississippi 38751
Phone: 601-887-5107
Fax: 601-887-6584
Acreage: 250 (+-)
Building Size: Original Sq. Ft.: 822,496, Office Area: 9,050 sf,
Building Height: 40' max at parapet, 33' clear under joist, 31' clear under
joist girders
Bay Size: 50'-6 X 54'-lO" & 50'-6" x 66'-O"
Pallet Height:
Column Height:
Type of Construction of Building: Conventional steel with load-bearing
tilt-up walls
Roof: 45 mil EPDM Mechanically Attached Roof with 1.8 inches of Rigid
Insulation on 24 Gauge metal deck and bar joist.
Number of Offices: 22
Number of Conference Rooms: 2
Number of Break rooms: 2
Number of Restrooms: 8
First Protection System: ESFR wet system with Fire Pump and Tank
rated at 135 PSI at 2000 GPM
Number of Employee Parking Slots: 383
Number of Trailers Parking Slots: 600
Number of Dock Doors: 104
Receiving: 36
Shipping: 50
Mechanized:
Number of Cross Dock Doors: 18
Number of Non Conveyance Cross Dock Doors: 0
19
Indianola Distribution Center
Buschman Unisort X Sorter with Boss Control System
32 Powered Trailer Loaders
4 Cal Jan Powered Extendable Receiving Conveyors
Estimate over 15,000 feet of Transportation with Sorter
Conveyors
20
DOLLAR GENERAL CORPORATION
MISSISSIPPI DISTRIBUTION CENTER
FULL CASE PICK MODULES #3,7 & 11
--------------------------------
3 HIGH X 3 DEEP -32 BAYS LONG
! 32-99" Long Bays with 3" Uprights & 96" Beams.
O.A.L. -264'3".
! 3 Modules 96 Bays Total
! 8'8" Wide Deck Supported 32" O.C.
! Deck consists of 1 1/8" tongue & Groove Plywood Laminated
with .100" Gray Textured Polyethylene on the Top Side & A
White Laminated Underside.
! Pallet Flow Rails to Consist of 1.9"-- lOO# 2" O.C. with
Ramp Stops & An Anti-Rollback device.
! All pick levels above the finish floor will have 1" x
1/8" bargrate secured between and beside the pallet flow
rails covering the 2 inside pallet positions.
! Stairways are installed at each end.
! All necessary handrails & kick plates are included.
! 4" X 3" X1/4" integrated column projectors on fork truck
aisle.
! Modifications on 2 bays at the end of each module to
accommodate spiral curves by Buschman.
Per Module Total
---------- -----
Pick Slots 333 999
Pallet Returns 24 72
-- --
Total 357 1071
--- ----
21
DOLLAR GENERAL CORPORATION MISSISSIPPI
DISTRIBUTION CENTER
FULL CASE PICK MODULES #4
-------------------------
4 HIGH X 3 DEEP -33 BAYS LONG
! 33-99" Long Bays with 4" Uprights & 95" Beams. O.A.L. --
272'7"
! 8'8" Wide Deck Supported 32" O.C.
! Deck consists of 1 1/8" tongue & Groove plywood laminated
with .100" Gray Textured Polyethylene on the Top Side & a
White Laminated underside.
! Pallet Flow Rails to Consist of 1.9"-- 100# 2" O.C. with
Ramp Stops & An Anti- Rollback device.
! All pick levels above the finish floor will have 1" x
1/8" bargrate secured between and beside the pallet flow
rails covering the 2 inside pallet positions.
! Stairways are installed at each end.
! All necessary handrails & kickplates are included.
! 4" X 4" X1/4" Integrated Column Projectors on Fork Truck
Aisle.
! Modifications on 2 bays at the end of each module to
accommodate spiral curves by Buschman.
Pick Slots 460
Pallet Returns 32
--
Total 4924
---
22
DOLLAR GENERAL CORPORATION MISSISSIPPI
DISTRIBUTION CENTER
FULL CASE PICK MODULES #8.10 & 12
---------------------------------
3 HIGH X 3 DEEP -33 BAYS LONG
! 33-99" Long Bays with 3" Uprights & 96" Beams. O.A.L.--
272'6
! 3 Modules -- 99 Bays Total
! 8'8" Wide Deck Supported 32" O.C.
! Deck consists of 1 1/8" tongue & Groove Plywood Laminated
with .100" Gray Textured Polyethylene on the Top Side & A
White Laminated Underside.
! Pallet Flow Rails to Consist of 1.9"-- 100# 2" O.C. with
Ramp Stops & An Anti- Rollback device.
! All pick levels above the finish floor will have 1" x
1/8" bargrate secured between and beside the pallet flow
rails covering the 2 inside pallet positions.
! Stairways are installed at each end.
! All necessary handrails & kickplates are included.
! 4" X 3" X 1/4" integrated column projectors on fork truck
aisle.
! Modifications on 2 bays at the end of each module to
accommodate spiral curves by Buschman.
Per Module Total
---------- ----
Pick Slots 345 1035
Pallet Returns 24 72
-- --
Total 369 1107
---- ----
23
DOLLAR GENERAL CORPORATION
MISSISSIPPI DISTRIBUTION CENTER
FULL CASE PICK MODULES #9
4 HIGH X 3 DEEP -32 BAYS LONG
! 32-99" Long Bays with 4" Uprights & 95" Beams. O.A.L.--
264'4".
! 8'8" Wide Deck Supported 32" O.C.
! Deck consists of 1 1/8" Tongue & Groove Plywood Laminated
with .100" Gray Textured Polyethylene on the top side & A
White Laminated Underside.
! Pallet Flow Rails to Consist of 1.9"-- 100# 2" O.C. with
Ramp Stops & An Anti-Rollback device.
! All pick levels above the finish floor will have 1" x
1/8" bargrate secured between and beside the pallet flow
rails covering the 2 inside pallet positions.
! Stairways are installed at each end.
! All necessary handrails & kickplates are included.
! 4" X 4" X 1/4" integrated column projectors on fork truck
aisle.
Modification on 2 bays at the end of each module to accommodate
spiral curves by Buschman.
Total
Pick Slots 444
Pallet Returns 32
--
Total 476
----
24
DOLLAR GENERAL CORPORATION MISSISSIPPI
DISTRIBUTION CENTER
3 LEVEL BREAK BACK MODULE
! Twenty-Nine (29) 99" Long Bays (including 3" Uprights)
O.A.L. 239'6:
! 11'6" Wide Center Aisle Supported 32" O.C.
! 2-7'lO" Wide Stocking Aisles Supported 24" O.C.
! 4 Merchandise Receiving Port - 2 Levels & 4 per side.
! Deck to be 1 1/8" Tongue & Groove Polyethylene Textured
Plywood with a White Underside, Tek Screwed to Cross
Aisle Supports.
! High Density Polyethylene overlay will be .10" thick.
! 52 Bays Per Level -- Total 156.
! Carton Flow Trays are 96" x 96", with 4 Levels per
opening and 15 tracks per shelf. Dividers are not
included or recommended. 264 extra tracks arc included.
! Stairways are supplied 1 bay in from each corner.
! All necessary handrails and kickplates arc included.
! 930 wire decks -- internal waterfall style.
25
DOLLAR GENERAL CORPORATION
MISSISSIPPI DISTRIBUTION CENTER
INSTALL ARDMORE DRIVE-IN RACK
-----------------------------
THE OPERATION ASSUMES THE TAKE-DOWN AND DELIVERY OF 90 BAYS OF 3 + 3 DRIVE-IN
RACK FROM THE ARDMORE ADDITION.
PALLET POSITIONS -- SLAPPER LINE
110 BAYS 5HIGH X 2 DEEP 1100
CONTAINMENT ROOM -
67 BAYS 3 HIGH X 2 DEEP 402
---
TOTAL 1502
----
26
INDIANOLA DISTRIBUTION CENTER
COMPONENTS COMPONENT DESCRIPTIONS
WMS -- RS/6000 These computers run the Warehouse Management System (WMS)
Hardware application software. Application software provides
inventory control, generates and distributes tasks
related to receiving, replenishments, picking and shipping.
PTL -- RS/6000 Hardware Hardware used to support the Pick-to-Light
system.
Radio Frequency (RF) Equipment Wireless display and keypad/scanner interface
devices used to guide the warehouse workers to
necessary work and receive acknowledgements from
user for work completed.
OCE' Printing Solution Printers and print servers used to produce want
lists and pick/ship labels.
PC's for office areas Used to interface with WMS and corporate
computer systems.
HP Laserprinters For office use.
Line printers and print 1000 line/minute impact printers used for
servers receiving, shipping and analytical reporting.
Bar-code enabled to allow printing of location
and storage tracking labels.
Cubiscan Used to capture weights and dimensions for case
and units being received into the warehouse.
Measurements are passed back to WMS to provide
cube and dimension data.
Zebra printers Used to reprint bar-coded rack labels.
IBM Display terminals Terminal screens used in the warehouse to
retrieve data and communicate with the WMS
computer system.
Network H/W, SW Network equipment that allows communication
(NT) servers within the DC and from the DC to corporate (LAN
and WAN)
27
Exhibit A
---------
Sale and Purchase Agreement
---------------------------
Mississippi
Those matters shown on Schedule B Section II of Old Republic Title Insurance
Company Title Commitment Order Number D00030227C.
28
SunTrust Bank Scott T. Corley
Mail Code NA 1937 Vice President
Post Office Box 305110 Corporate & Investment Banking
SUNTRUST
Nashville, TN 37230-5110
Tel (615) 748-5715
Fax (615) 748-5269
May 22, 2000
Dollar General Corporation
100 Mission Ridge
Goodlettsville, TN 37072
Old Republic National Title Insurance Company
201 4th Avenue North
Suit 150
Nashville, TN 37219
To Whom It May Concern:
As of May 22,2000, the amount of money owed by Dollar
General Corporation to SunTrust Bank in support of the
Indianola, MS and Fulton, MO distribution centers is as
follows:
Notes Principal Amount Accrued Interest Per Diem Interst
----- ---------------- ---------------- ----------------
A Notes $536,512,730.81 $335,585.28 $15,253.87
B Notes $ 11,704,663.58 $ 45,402.71 $ 2,063.76
Equity $ 3,562,238.91 $ 15,668.29 $ 712.21
------------------------------------
Total $10l,779,683.30 $396,656.28
Upon receipt of the appropriate proceeds, SunTrust Bank
will release all liens relating to property and equipment of the
Indianola, MS and Fulton, MO distribution centers.
Sincerely,
/s/ Scott Corley
- ----------------
Scott Corley
Director
29