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EXHIBIT 10.46
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of the
Merger Date (as defined herein), by and among the following parties:
I. KC PARTNERSHIP, a Florida general partnership
("Owner").
II. FORD LEASING DEVELOPMENT COMPANY, a Delaware
corporation ("Ford Leasing").
III. PERIMETER FORD, INC., a Delaware corporation ("Old
Perimeter").
IV. PF MERGER, INC., a Delaware corporation
("Perimeter").
V. COMERICA BANK, a Michigan banking corporation
("Comerica").
RECITALS
1. Reference is made to that certain real property more
particularly described in Exhibit "A" attached hereto and by this reference
incorporated herein (the "Premises").
2. In December, 1986, the following transactions and instruments
were entered into:
(a) By Deed recorded January 7, 1987, at Book 10561, Page
432 (the "Ford Leasing Deed") (unless otherwise specifically indicated to the
contrary, all references in this Agreement to instruments recorded shall mean
to the public records of the Clerk of the Superior Court of Fulton County,
Georgia), Ford Leasing conveyed the Premises to Owner.
(b) By instrument entitled "Lease Agreement" Owner leased
the Premises to Ford Leasing (the "Main Lease"). A "Short Form Lease"
regarding the Main Lease was recorded at Book 10561, Page 435 (the "Main Lease
Notice").
(c) By instrument entitled "Dealership Sublease" Ford
Leasing subleased the Premises to Old Perimeter (the "Perimeter Sublease"). No
"Memorandum of Lease" or "Short Form Lease" or similar instrument was recorded
in the public records regarding the Perimeter Sublease.
(d) Ford Motor Credit Company, a Delaware corporation
("FMCC") made various loans (the "FMCC Loans") to either Owner or affiliates of
Owner that were secured by various mortgages, mortgage modifications, and other
instruments, all encumbering the Premises (collectively the "FMCC Mortgages").
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(e) Owner, Ford Leasing and FMCC entered into an
Agreement (the "Old Agreement"), as recorded at Book 10570, page 494. The
purpose of the Old Agreement was to provide public notice of certain conditions
regarding the Ford Leasing Deed, the Main Lease and the FMCC Mortgages. The
purpose of this Agreement is to replace and supersede the Old Agreement.
3. Simultaneously as of the Merger Date, the following
transactions shall occur:
(a) Old Perimeter is merging into Perimeter, with
Perimeter being the surviving corporation. The effective date of such merger
shall be referred to as the "Merger Date."
(b) Comerica is providing new mortgage financing to Owner
(the "Loan"), the purposes of which are to payoff the FMCC Loans and to provide
additional funds to Owner. The Loan shall be secured by a first priority Deed
to Secure Debt on the Premises (the "Mortgage").
(c) Effective as of the Merger Date, the Main Lease and
the Perimeter Sublease are being modified, as set forth herein.
4. Effective as of the Merger Date, Owner and Perimeter are
entering into an agreement setting forth certain rights and obligations
pertaining to the use and occupancy of the Premises (the "Operations / Lease
Agreement").
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the receipt and adequacy of which is acknowledged by the parties, the
parties agree as follows:
1. Recitals. The parties agree that the Recitals are true and
correct and are hereby made a part of this Agreement. All instruments and
documents referenced in the Recitals are hereby incorporated into and made a
part hereof.
2. Definitions. The following terms as used herein shall have
the meanings hereinafter specified, unless the context otherwise requires:
(1) Main Lease shall mean the Main Lease, as defined in
the Recitals, the leasehold estate created thereby, and all rights of the
tenant created thereunder; however, amended as follows:
(1) Article 2. Basic Rent shall be as set forth
in Exhibit "B" attached hereto. The Basic
Rent will be subject to adjustment as a
result of the construction of anticipated
improvements upon the Premises. Such
adjustment will be effective provided a like
adjustment is imposed upon Perimeter under
the Perimeter Sublease.
(2) Section 8.03, last paragraph is modified by
the addition of the following:
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In addition, Control Period shall relate to a
period of time during which Perimeter (as
defined in this Agreement) is the subtenant
under the Sublease.
(2) Perimeter Sublease shall mean the Perimeter Sublease,
as defined in the Recitals, the leasehold estate created thereby, and all
rights of the tenant created thereunder; however, amended as follows:
(1) Article 2. Basic Rent shall be as set forth
in Exhibit "B" attached hereto. The Basic
Rent will be subject to adjustment as a
result of the construction of anticipated
improvements upon the Premises.
(2) As of the Merger date, (i) all right, title
and interest of Old Perimeter in and to the
Perimeter Sublease is assigned from Old
Perimeter to Perimeter, and (ii) Old
Perimeter shall have no further obligations
under the Perimeter Sublease. As of the
Merger Date, Perimeter hereby agrees to
assume all obligations of Old Perimeter under
the Perimeter Sublease. Ford Leasing hereby
consents to such assignment and assumption.
(3) Note shall mean any promissory note executed and
delivered by Owner in favor of Comerica to evidence a loan by Comerica to
Owner, and which promissory note is secured by a Mortgage. It is agreed that
there may be more than one Note.
(4) Owner Guaranty shall mean any guaranty given by Owner
in favor of Comerica whereby Owner guarantees any obligations owed by
affiliates of Owner to Comerica.
(5) Mortgage shall mean any Deed to Secure Debt, or other
form of mortgage encumbrance instrument, whereby Owner grants in favor of
Comerica a lien upon the Premises to secure the Note and the Owner Guaranty.
It is agreed that there may be more than one Mortgage. Comerica agrees that
the Mortgage(s) shall not secure a total aggregate indebtedness in excess of
Five Million Dollars ($5,000,000.00), plus any amounts advanced by Comerica to
protect its rights under the Mortgage, and plus interest thereon.
(6) Comerica shall mean Comerica Bank, a Michigan banking
corporation, and after any assignment of the Note and the Mortgage to another
holder, shall mean the then holder of the Note and the Mortgage.
(7) Foreclosure Proceedings shall mean the foreclosure by
any means provided for in the Mortgage or at law or in equity, including,
without limitation, the taking possession of the Premises pursuant to the
Mortgage.
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(8) Operations / Lease Agreement shall mean the
Operations / Lease Agreement entered into between Owner and Perimeter.
3. Ford Leasing Subordination. Ford Leasing agrees that the Main
Lease is and shall continue to be subject and subordinate to the Mortgage and
to all extensions, renewals and amendments to the Mortgage, provided that any
such extensions, renewals or amendments shall not have the effect of (a)
increasing the principal of or the interest on the Note or otherwise increasing
the indebtedness secured by the Mortgage beyond the amount provided for in this
Agreement, and/or (b) changing any term or provision of the Note or the
Mortgage so as to make the same inconsistent or in conflict with the terms and
provisions of this Agreement.
4. Attornment. Ford Leasing agrees for the benefit of Comerica
and Perimeter as follows:
(a) Foreclosure Proceedings shall not terminate the Main
Lease, the Operations/Lease Agreement or the Perimeter Sublease. In the event
Comerica takes possession of the Premises pursuant to any Foreclosure
Proceeding, Ford Leasing agrees to attorn to Comerica; and in the event of any
foreclosure sale conducted pursuant to any Foreclosure Proceedings, Ford
Leasing agrees to attorn to the purchaser at such foreclosure sale (the
"Purchaser"). Said attornment is to be effective and self-operative without
the execution of any other instrument immediately upon Comerica or any
successor or assignee of Comerica succeeding to the rights of Owner under the
Main Lease, and the Main Lease shall continue in accordance with its terms
between Ford Leasing, as tenant, and Comerica or any successor or assignee of
Comerica, as landlord; provided, however, that Comerica or any successor or
assignee of Comerica shall not: (i) be bound by any prepayment of rent or
additional rent, deposit, rental security or any other sums paid to any prior
landlord under the Main Lease including, without limitation, by Ford Leasing
unless received and receipted for by Comerica or its successor or assignee;
(ii) be bound by any amendment or modification of the Main Lease made without
the consent of Comerica or its successor or assignee; (iii) be personally
liable under the Main Lease, and Comerica's or its successor's or assignee's
liability under the Main Lease shall be limited solely to the interest of
Comerica or its successor or assignee in the Premises; (iv) be liable for any
act or omission of any prior landlord under the Main Lease including, without
limitation, Owner, that results in a default under the Main Lease that
continues after Comerica or its successors or assigns becomes Landlord, except
to the extent that Comerica was given notice of such act or omission and an
opportunity to cure; and (v) be subject to any offsets, defenses, claims or
counterclaims which Ford Leasing might have against any prior landlord under
the Main Lease including, without limitation, Owner except to the extent that
Comerica was given notice of default giving rise to the offset, defense, claim
or counterclaim and an opportunity to cure.
(b) The provisions of Section 8.03 of the Main Lease
shall not be in force and effect to relieve Ford Leasing of its obligations to
perform or observe the terms and provisions of the Main Lease:
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(i) from and after the commencement of any
Foreclosure Proceedings, and so long as such Foreclosure Proceeding is
conducted by Comerica, and
(ii) from and after such time as Comerica or any
Purchaser (other than a person or entity controlled by or under common control
with Owner named herein and the subtenant under the Sublease, as defined in the
Main Lease, which terms "controlled by" or "under common control with", as used
with respect to any person or entity, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such person or entity, whether through the ownership of voting
securities or by contract or otherwise) shall become the owner of the Premises
pursuant to any Foreclosure Proceeding;
provided, however, the terms and conditions of Section 8.03 of the Main Lease
shall be deemed to be in force and effect with respect to obligations of Ford
Leasing which accrued, or derived from a state of facts or conditions which
occurred or existed, prior to the date of the commencement of any such
Foreclosure Proceeding.
The provisions of this Subparagraph (b) shall not constitute a waiver by Ford
Leasing of any provisions of the subtenant under the Sublease, as defined in
the Main Lease, or Owner under the Main Lease, or otherwise relieve such
subtenant or Owner of its obligations under the Sublease, as defined in the
Main Lease, and the Main Lease, respectively.
In the event a foreclosure action (judicial or non-judicial) is commenced by
Comerica and the Premises are placed for sale by the Court through such
proceedings, Ford Leasing shall have the right to purchase the Premises within
a fifteen (15) day period prior to the date of the sale for an amount equal to
the sum set forth in the foreclosure final judgment together with accrued
interest. Owner retains the right to satisfy the obligations due Comerica as
pertaining to the Premises prior to the commencement of such fifteen (15) day
period. Ford Leasing's right to purchase shall prevail over any Option to
Purchase granted Perimeter under the Operations / Lease Agreement. Ford
Leasing's right to purchase as provided in this paragraph shall terminate
effective 6:00 PM the day prior to the Court ordered foreclosure sale.
5. Proceeds; Non-Disturbance. Comerica hereby agrees for the
benefit of Ford Leasing and Perimeter as follows:
(a) Proceeds. Notwithstanding anything to the contrary
contained in the Mortgage, the fire and extended coverage insurance on the
Premises required by the Main Lease shall name Ford Leasing as sole loss payee.
Ford Leasing, in accordance with the terms of the Main Lease will make
available any insurance or condemnation proceeds for the restoration of the
buildings and other improvements that are part of the Premises that are damaged
or destroyed or taken in any condemnation proceedings, all in accordance with
the terms of the Main Lease.
(b) Non-Disturbance. So long as no default by Ford
Leasing under the Main Lease shall have occurred and be continuing so that
Owner would be entitled to enter into and upon
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the Premises and repossess the same and evict Ford Leasing and thereby
terminate the Main Lease, the Main Lease shall continue in full force and
effect, and the Main Lease shall not be terminated, cut off or otherwise
disturbed as a result of a Foreclosure Proceeding or otherwise except in
accordance with the terms and provisions of the Main Lease. In the event of a
Foreclosure Proceeding, Comerica will not name Ford Leasing as a party
defendant so as to terminate or disturb the Main Lease or to obtain a judgment
against Ford Leasing in any Foreclosure Proceeding. Any sale conducted
pursuant to any Foreclosure Proceeding shall be expressly subject to the Main
Lease; and any Purchaser shall assume all duties and obligations of Owner under
the Main Lease.
(c) Non-Disturbance. So long as no default by Perimeter
under the Perimeter Sublease or Operations / Lease Agreement shall have
occurred and be continuing that would permit Owner to terminate the Operations
/ Lease Agreement or which would permit Ford Leasing to terminate the Perimeter
Sublease, then the Operations / Lease Agreement, Main Lease and Perimeter
Sublease shall continue in full force and effect, and the Perimeter Sublease,
the Operations / Lease Agreement, Main Lease and Perimeter Sublease shall not
be terminated, cut off or otherwise disturbed as a result of a Foreclosure
Proceeding or otherwise except in accordance with the terms and provisions of
the Perimeter Sublease, the Operations / Lease Agreement, Main Lease and
Perimeter Sublease. In the event of a Foreclosure Proceeding, Comerica will
not name Perimeter as a party defendant so as to terminate or disturb the
Perimeter Sublease, the Operations / Lease Agreement, Main Lease or Perimeter
Sublease or to obtain a judgment against Ford Leasing or Perimeter in any
Foreclosure Proceeding. Any sale conducted pursuant to any Foreclosure
Proceeding shall be expressly subject to the Perimeter Sublease, the Operations
/ Lease Agreement, Main Lease and Perimeter Sublease; and any Purchaser shall
assume all duties and obligations of Owner under the Main Lease, Perimeter
Sublease and Operations / Lease Agreement.
(d) Notice of Default. Comerica agrees to deliver to
Ford Leasing and Perimeter a copy of each notice of default under the Note or
the Mortgage that Comerica delivers to Owner; and no notice of default under
the Note or Mortgage shall be deemed to be effective as against Owner unless
and until a copy of such notice shall have been delivered to Ford Leasing and
Perimeter, and Ford Leasing and Perimeter shall have the right (but not the
obligation) to cure such default within 30 days after the giving of such notice
to Ford Leasing and Perimeter for curing any default in the payment of any
installment of principal and/or interest and within 90 days after the giving of
such notice for curing any other default.
6. Severability. If any provision of this Agreement or the
application thereof to any person, entity or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Agreement, and the
application of such provision to any person, entity or circumstance other than
that as to which it is held invalid or unenforceable, as the case may be, shall
not be affected thereby, and each term and provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
7. Notices. All notices, consents and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been properly given if
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hand delivered, delivered by a nationally recognized overnight delivery service
(such as Federal Express), or sent by United States registered or certified
mail, postage paid
(a) if to Owner, at 3101 North State Road 7, Hollywood,
Florida 33021.
(b) if to Ford Leasing, at One Parklane Blvd., Suite 1500
East, Dearborn, MI 48126-2477, attn: Global Real Estate Services; and
(c) if to Comerica, at 411 W. Lafayette Street, P. O. Box
75000, National Dealer Services - 3517, Detroit, Michigan 48275-3517.
(d) if to Perimeter or Old Perimeter, attn: B.B.
Hollingsworth, Jr., Group 1 Automotive, Inc., 950 Echo Lane, Suite 350,
Houston, TX 77024.
Any notice by certified or registered mail shall be deemed to
have been given on the date of certification or registration thereof. Any
notice by overnight delivery shall be deemed given the next business day
following receipt of same by such carrier. Any party hereto may at any time
designate a different address to which such notices, consents or other
communications shall be sent by giving notice to the other parties hereto in
the manner aforesaid for the giving of notices.
8. Successors and Assigns. The rights and obligations hereunder
shall be binding upon and shall inure to the parties hereto and their
respective personal representatives and successors and assigns.
9. Governing Law. This Agreement shall be governed by the laws
of the State of Georgia.
10. Notice Recording. This Agreement shall not be recorded. The
Notice of Lease and Purchase Options attached hereto as Exhibit "D" and by this
reference incorporated herein shall be recorded in the public records where the
Premises are located.
11. Release Price of Premises. Comerica agrees to release the
lien of the Mortgage upon payment to Comerica of cash in the amount of Four
Million Dollars ($4,000,000.00) plus any unpaid accrued interest under the
Note, and this amount shall first be used to pay all amounts owing to Comerica,
whether unpaid principal, accrued interest, or other costs, under the Note, and
with the balance going to pay amounts owing to Comerica under obligations
guaranteed by the Owner Guaranty.
12. Representations of Ford Leasing - Ford Lease. Ford Leasing
hereby certifies that, to its knowledge: (i) there are no defaults on the part
of Owner under the Main Lease, (ii) the Main Lease is a complete statement of
the agreement of the parties thereto with respect to the letting of the
Premises, (iii) the Main Lease is in full force and effect, (iv) all conditions
to the effectiveness or continuing effectiveness of the Main Lease required to
be satisfied as of the date hereof have been
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satisfied, and (v) Ford Leasing has not paid, and shall not pay, rent for more
than one (1) month in advance.
13. Representations of Owner. Owner hereby certifies and
covenants that: (i) there are no defaults on the part of Ford Leasing under the
Main Lease, (ii) the Main Lease is a complete statement of the agreement of the
parties thereto with respect to the letting of the Premises, (iii) the Main
Lease is in full force and effect, (iv) all conditions to the effectiveness or
continuing effectiveness of the Main Lease required to be satisfied as of the
date hereof have been satisfied, and (v) Owner has not received, and shall not
accept, rent for more than one (1) month in advance, whether under the Main
Lease or the Operations / Lease Agreement.
14. Ford Leasing's Notification of Comerica - Main Lease. Ford
Leasing will notify Comerica of any default by the Owner which would entitle
Ford Leasing to cancel the Main Lease or abate the rent payable thereunder, and
Ford Leasing agrees that notwithstanding any provision of the Main Lease, no
notice of cancellation thereof and no abatement of rent thereunder shall be
effective unless Comerica has received notice and has failed within sixty (60)
days of the date thereof to cure such default which gave rise to such right of
cancellation or abatement; however, it is understood that Comerica is not
obligated to take any actions whatsoever with regard to the cure of such
default.
15. Ford Leasing's Notification of Comerica - Perimeter Lease.
Ford Leasing will notify Comerica of any default by Perimeter which would
entitle Ford Leasing to cancel the Perimeter Lease, and Ford Leasing agrees
that notwithstanding any provision of the Perimeter Lease, no notice of
cancellation thereof shall be effective unless Comerica has received notice and
has failed within sixty (60) days of the date thereof to cure such default
which gave rise to such right of cancellation; however, it is understood that
Comerica is not obligated to take any actions whatsoever with regard to the
cure of such default.
16. Operations / Lease Agreement Between Owner and Perimeter.
Owner and Perimeter are entering into a separate Operations / Lease Agreement
concurrently herewith. To the extent that there is any conflict between
Operations / Lease Agreement and the Perimeter Lease, as between Perimeter and
Ford Leasing, the Perimeter Lease shall prevail and Perimeter and Ford Leasing
shall comply with the terms therewith. As between Owner and Perimeter, Owner
and Perimeter each shall be obligated to perform its obligations under the
Operations / Lease Agreement as set forth therein. To the extent that
Perimeter may required by Ford Leasing to perform any obligation under the
Perimeter Sublease that Owner is required to perform under the Operations /
Lease Agreement, Owner shall reimburse Perimeter for any amounts expended
pursuant as if same was an obligation of Owner under the Operations / Lease
Agreement.
Perimeter shall not be required to make any payments to Ford
Leasing under the Sublease so long as (i) the provisions of Section 8.03 of the
Main Lease are in effect and relieves Ford Leasing of its obligation to perform
or observe the terms and provisions of the Main Lease and (ii) Perimeter makes
the payments required under the terms of the Operations / Lease Agreement.
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A true and correct copy of the Operations / Lease Agreement is attached hereto
as Exhibit "D" and has been provided to Ford Leasing. Owner and Perimeter
shall not modify any provisions of such Operations / Lease Agreement without
the prior consent of Ford Leasing.
Ford Leasing shall not be required to make any payment to
Owner under the Main Lease so long as Perimeter makes the payments required
under the terms of the Operations / Lease Agreement.
Perimeter and Owner acknowledge that Perimeter's right to
exercise any upcoming Option to Renew as set forth in Section 2.4 of the
Operations / Lease Agreement are contingent upon the continuation of a Ford
dealership upon the Premises.
In the event Ford Leasing shall exercise its Option to
Purchase the property either pursuant to its Option to Purchase or Right of
First Refusal, then in such event, the Operations / Lease Agreement shall
terminate and the rights of the parties shall be governed by the Main Lease and
Dealership Sublease. However, the rent increase as provided for in this
Agreement shall terminate and rent shall be due as provided for in the Main
Lease and Dealership Sublease.
The parties hereto agree that a Memorandum of such Operations
/ Lease Agreement may be recorded in the Public Records in the County where the
Premises are located.
17. Ford Motor Company Site Improvements. Owner and Perimeter
acknowledge that Ford Motor Company has required site improvements as set forth
in Exhibit "E" attached hereto. Owner shall complete the improvements required
by Ford Motor Company in such agreement within the time frame set forth
therein. In the event that the improvements are not so completed, then the
parties hereto agree that the rent set forth in this Agreement shall revert to
the rent due pursuant to the Main Lease and Dealership Sublease immediately
prior to the execution hereof.
18. Execution. It is not necessary for all parties to sign the
same original of this Agreement, and instead this Agreement may be signed in
multiple counterparts and collectively the multiple counterparts shall
constitute the Agreement. Further, the parties hereto may execute multiple
originals of this Agreement, and each original shall be effective. Any of the
parties hereto may execute a counterpart of this Agreement, and then transmit
via facsimile the executed counterpart of this Agreement to any person, and
such receiving person shall be entitled to rely upon such copy received via
facsimile as if it were an original document.
Exhibits
Exhibit "A" - Description of Premises
Exhibit "B" - Basic Rent
Exhibit "C" - Notice of Lease and Purchase Options
Exhibit "D" - Operations / Lease Agreement
Exhibit "E" - Site Improvements
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PERIMETER FORD, INC., a Delaware corporation
By: /s/ JAMES S. CARROLL
----------------------------------------
James S. Carroll, as its President
(CORPORATE SEAL)
Date executed: March 19, 1998
COMERICA BANK, a Michigan banking corporation
By: /s/ DAVID M. GARBARZ
-------------------------------------
David M. Garbarz, as its _______ Vice
President
(CORPORATE SEAL)
Date executed: March 19, 1998
KC PARTNERSHIP, a Florida general partnership,
by an authorized general partner:
/s/ JAMES S. CARROLL
---------------------------------------------
JAMES S. CARROLL, as Trustee of the J. Carroll
Enterprises Trust under agreement dated August
3, 1993, on behalf of the trust as general
partner of KC PARTNERSHIP, a Florida general
partnership, on behalf of the partnership
Date executed: March 19, 1998
FORD LEASING DEVELOPMENT COMPANY,
a Delaware Corporation
By: /s/ EXECUTED
------------------------------------------
------------------------------------------
Its --------------------------------------
Date executed: March 19, 1998
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EXHIBIT "A" - LEGAL DESCRIPTION
All that tract or parcel of land lying and being in Land Lot 35 of the 17th
District of Fulton County, Georgia and being more particularly described as
follows:
BEGINNING at a 1/2" rebar iron pin found at the intersection of the Westerly
right-of-way of Georgia Highway No. 400 with the Northerly right-of-way of
Mount Vernon Highway (80' R/W); thence running South 68 degrees 39 minutes West
along the Northwesterly right-of-way of Mount Vernon Highway a distance of
381.4 feet to a 1/2" rebar iron pin found at the intersection of the
Northwesterly right-of-way of Mount Vernon Highway with the Northeasterly
right-of-way of Barfield Road Extension (80' R/W); thence running North 59
degrees 36 minutes West a distance of 37.1 feet to a 1/2" rebar iron pin found
on the Northeasterly right-of-way of Barfield Road Extension; thence running
North 19 degrees 22 minutes 30 seconds West along said right-of-way an arc
distance of 231.36 feet (Cord = 229.62') to a point; thence running North 31
degrees 13 minutes West along said right-of-way a distance of 414.3 feet to a
1/2" rebar iron pin found; thence running North 25 degrees 22 minutes West
along said right-of-way a distance of 54.0 feet to an 1/2" rebar iron pin
found; thence running North 30 degrees 57 minutes 33 seconds West along said
right-of-way a distance of 270.2 feet to a 1/2" rebar iron pin found; thence
running North 89 degrees 30 minutes East a distance of 409.3 feet to a 1/2"
rebar iron pin found; thence running South 00 degrees 14 minutes West a
distance of 161.7 feet to a 1/2" rebar iron pin found; thence running North 89
degrees 40 minutes East a distance of 383.25 feet to a marker found on the
Westerly right-of-way of Georgia Highway No. 400; thence running South 09
degrees 47 minutes East along said right-of-way a distance of 257.0 feet to a
concrete monument found; thence running South 01 degrees 41 minutes East along
said right-of-way a distance of 81.1 feet to a concrete monument found; thence
running South 01 degrees 21 minutes East along said right-of-way a distance of
239.54 feet to a concrete monument found at the intersection of the said
Westerly right-of-way of Georgia Highway No. 400 with the Northwesterly right-
of-way of Mount Vernon Highway and the true point of beginning.
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EXHIBIT "B" - BASIC RENT
Capitalized terms used in this Exhibit which are not defined herein shall have
the meanings ascribed to such terms in the Operations / Lease Agreement.
Tenant shall pay Landlord monthly "BASIC RENT" (herein so called) of Fifty
Seven Thousand Two Hundred Fifty and no/100 Dollars ($57,250.00), in advance on
or before the first day of each Lease Month during the Lease Term, subject to
adjustment as hereafter provided. If the Term commences on a day other than
the first day of a calendar month, or ends on a day other than the last day of
a calendar month, then the Basic Rent for such month shall be prorated on the
basis of one thirtieth (1/30th) of the monthly Basic Rent for each day of such
month. If the CPI on any Adjustment Date shall be greater than the CPI for the
Commencement Date, monthly Basic Rent commencing on the Adjustment Date shall
be adjusted to be the original monthly Basic Rent specified herein an amount
equal to one-half (1/2) of the product obtained by multiplying: (i) the
original monthly Basic Rent specified in herein by (ii) the percentage increase
in the CPI from the Commencement Date through the January 1st prior to the
Adjustment Date. "ADJUSTMENT DATE" shall be the first day of the first Lease
Month of each five (5) year Renewal Term following the initial ten (10) year
lease term. "CPI" shall mean the Consumer Price Index for All Urban Consumers,
All Items (Base Year 1982-84 = 100) published by the United States Department
of Labor, Bureau of Labor Statistics. If the 1982-84 Base Year shall no longer
be used as an index of 100, the revised index which would produce results
equivalent, as nearly as possible to those which would be obtained hereunder if
the CPI were not so revised.
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EXHIBIT "C" - NOTICE OF LEASE AND PURCHASE OPTIONS
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EXHIBIT "D" - OPERATIONS / LEASE AGREEMENT
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EXHIBIT "E" - SITE IMPROVEMENTS