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Exhibit 10.3B
FIRST AMENDMENT TO LEASE AGREEMENT
BY AND BETWEEN
HEWSON/DESOTO PHASE I, L.L.C.
AND
WILLIAMS-SONOMA RETAIL DISTRIBUTION CENTER, INC.
DATED: AS OF SEPTEMBER 1, 1999
PREPARED BY:
BAKER, DONELSON, BEARMAN & CALDWELL
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2000 FIRST TENNESSEE BUILDING
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103
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FIRST AMENDMENT TO LEASE AGREEMENT
THIS FIRST AMENDMENT TO LEASE AGREEMENT (the "Amendment"), entered into
as of the 1st day of September, 1999, by and between HEWSON/DESOTO PHASE I,
L.L.C., an Arizona limited liability company (the "Landlord"), and
WILLIAMS-SONOMA RETAIL DISTRIBUTION CENTER, INC., a California corporation (the
"Tenant");
W I T N E S S E T H, that:
The Original Lease (as hereinafter defined), as modified by this
Amendment, constitutes a financing agreement for the purposes of Sections
57-10-409 and 27-7-22.3 of the Mississippi Code of 1972, as amended.
By means of a Lease Agreement dated as of December 1, 1998 by and
between Landlord and Williams-Sonoma, Inc., a California corporation ("Original
Tenant"), recorded at Book 79, Page 520 of the Land Deed Records, Chancery
Clerk's Office, DeSoto County, Mississippi (the "Original Lease"), Landlord
leased to Original Tenant that entire certain parcel of land (the "Property"),
containing 66.847 acres, more or less, and the easements and appurtenances
thereto, located in the County of DeSoto, State of Mississippi, as described in
EXHIBIT "A" attached hereto and made a part hereof, together with the building,
and on-site and off-site improvements as described therein (the "Original
Improvements") (the Property and the Original Improvements being herein
sometimes called the "Original Project"). The Original Project was financed
through the issuance of $30,300,000 Taxable Industrial Development Revenue
Bonds, Series 1998 (Hewson/DeSoto Phase I, L.L.C. Project) (the "Series 1998
Bonds") by the Mississippi
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Business Finance Corporation (the "Issuer"), pursuant to a Loan Agreement dated
as of December 1, 1998 between the Issuer and Landlord (the "Original Loan
Agreement"). The Bonds were issued pursuant to a Trust Indenture (the "Original
Indenture") of even date therewith executed by and between the Issuer and Union
Planters National Bank, N.A., as Trustee (the "Original Trustee"), and were
secured by a deed of trust of even date therewith and executed by Landlord in
favor of the Issuer (the "Original Deed of Trust"), which was assigned by the
Issuer to the Original Trustee pursuant to the Indenture. Interests of various
parties in the Original Project were subject to the Tenant Estoppel,
Subordination, Non-Disturbance and Attornment Agreement (the "Original
Non-Disturbance Agreement") of even date therewith by and among the Landlord,
the Original Tenant, the Issuer and the Original Trustee. Subsequent to the
issuance of the Series 1998 Bonds, the Original Tenant assigned its interests
under the Original Lease to the Tenant, a wholly owned subsidiary of Original
Tenant, by means of an Assignment of Lease dated as of July 1, 1999 (the
"Assignment").
The Rental Commencement Date and Occupancy Commencement Date under the
Original Lease occurred on July 6, 1999, the date upon which Tenant commenced
actual productive use of the Original Project as a distribution center. Prior to
such date, Tenant installed in the Original Project certain fixtures (the
"Original Fixtures") and equipment (the "Original Equipment") not subject to the
Original Lease.
The parties now wish to amend the Original Lease to provide for an
addition to the Original Improvements as described more fully herein. Landlord
hereby leases to Tenant, and Tenant hereby hires from Landlord, for a term equal
to the remainder of the Primary Term (as defined in the Original Lease), the
Addition to be constructed on the Property, and on-site and
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off-site improvements, all as described in the 1999 Plans (as defined in the
First Supplement to Loan Agreement, as hereinafter defined) attached hereto as
EXHIBIT "B" (the "Addition"). Tenant shall, during the course of and upon
completion of the construction of the Addition, at the Tenant's sole cost and
expense, install in the Addition certain fixtures (the "Addition Fixtures") and
equipment (the "Addition Equipment").
The Addition will be financed with the proceeds of the $8,900,000
Taxable Industrial Development Revenue Bonds, Series 1999 (Hewson/DeSoto Phase
I, LLC Project) issued by the Issuer pursuant to a First Supplemental Trust
Indenture of even date herewith (the "First Supplemental Indenture") by and
between the Issuer and First Tennessee Bank National Association as successor
trustee (the "Trustee"). Such bonds (the "Series 1999 Bonds") will be Additional
Bonds (as defined in the Original Indenture), the proceeds of which will be
loaned to the Landlord by Issuer pursuant to the Original Loan Agreement, as
modified by a First Supplement to Loan Agreement of even date herewith (the
"First Supplement to Loan Agreement"). Landlord represents and warrants that all
requirements set forth in the Original Indenture and the Original Loan Agreement
for the issuance of Additional Bonds have been satisfied. The Series 1999 Bonds
will be secured on a parity with the Series 1998 Bonds. Documents executed to
secure the Series 1998 Bonds will be amended to reflect the issuance of the
Series 1999 Bonds and to subject the collateral pledged thereunder to a parity
lien for holders of Series 1999 Bonds.
Based upon the foregoing, and for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree
to the foregoing
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recitals and agree to modify the Lease upon the following terms, provisions,
conditions and limitations, and the parties respectively covenant and agree to
such modifications as follows:
1. Definitions. Unless the context otherwise requires or unless
otherwise amended or defined herein, definitions of capitalized terms used in
the Original Lease shall be deemed to be amended by, and to have the meanings
set forth in, the First Supplemental Indenture and First Supplement to Loan
Agreement, and shall be incorporated herein. Capitalized terms used herein which
are defined in the Original Lease, which are not amended by the First
Supplemental Indenture or First Supplement to Loan Agreement, and which are not
otherwise defined herein shall have the meaning set forth in the Original Lease.
In addition, definitions set forth in the Recitals of this Amendment are
incorporated herein. Furthermore, the following definitions of capitalized terms
in the Original Lease shall be amended as follows:
(a) "Basic Rent" shall mean the sum of Basic Rent (as defined in the
Original Lease) plus Addition Basic Rent (as defined below in
Section 2.1.A(c)).
(a) "Company Payments" shall mean the sum of Company Payments (as
defined in the Original Lease) plus Addition Company Payments (as
defined below in Section 2.1.A(c)).
(a) "Equipment" shall mean the Original Equipment and Addition
Equipment taken as a whole.
(a) "Fixtures" shall mean the Original Fixtures and Addition Fixtures
taken as a whole.
(a) "Global Basic Rent" shall mean the sum of Global Basic Rent (as
defined in the Original Lease) plus Addition Global Basic Rent
(as defined below in Section 2.1.A(a)).
(a) "Improvements" shall mean the Original Improvements and the
Addition taken as a whole.
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(a) "Project" shall mean the Property, the Original Improvements, and
the Addition.
(a) "Rent" shall mean Basic Rent, Addition Basic Rent, Company
Payments, Addition Company Payments, Additional Rent and Addition
Additional Rent (as defined below in Section 2.2.A(a)).
2. Occupancy of the Addition. (a) There shall be added to the Original
Lease immediately following Section 1.2 thereof the following Section 1.2.A:
1.2.A. Occupancy . (a) The parties hereto understand and agree
that the Addition is anticipated to be complete and ready for occupancy
as evidenced by a Certificate of Occupancy to be issued by the relevant
jurisdiction on or about the 10th day of January, 2000 (the "Estimated
Addition Completion Date"). Landlord shall exert its best efforts toward
the end that the Improvements be completed on or before January 10,
2000. Landlord agrees to give Tenant written notice as to whether or not
the Addition will be completed by the Estimated Addition Completion Date
as soon as possible, but in any event not later than thirty (30) days
prior to the Estimated Addition Completion Date.
(b) Tenant's responsibility for payment of amounts set forth in
Sections 2.1.A and 2.2.A hereof shall commence on that date (the
"Addition Rental Commencement Date") which is the earliest of (i) ten
(10) business days following receipt by the Tenant of a copy of those
items required under Section 3.04 of the First Supplement to Loan
Agreement, (ii) that date on which Tenant commences actual productive
use (as distinct from installation of Addition Fixtures and Addition
Equipment) of the Addition as part of the existing distribution
facility, or (iii) April 30, 2000. Tenant's occupancy of the Addition
shall commence on that date (the "Addition Occupancy Commencement Date")
which is the earlier of (1) ten (10) business days following receipt by
the Tenant of a copy of those items required under Section 3.04 of the
First Supplement to Loan Agreement or (2) that date on which Tenant
commences actual productive use (as distinct from installation of
Addition Fixtures and Addition Equipment) of the Addition as part of the
existing distribution facility. Notwithstanding anything to the contrary
herein, Tenant shall have no obligation to pay Addition Company Payments
until after the Addition Occupancy Commencement Date and until after all
amounts (if any) due to Tenant under the Agreement and Indemnification
of even date herewith (the "Indemnification Agreement") have been paid
in full.
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(c) Tenant's obligation to pay those amounts set forth in
Sections 2.1.A and 2.2.A hereof (other than Addition Company Payments)
shall arise on the Addition Rental Commencement Date regardless of any
disputes which may occur between Landlord and Tenant concerning
construction of the Addition, subject to the provisions of paragraph
7.7.A of this Amendment.
(d) The Landlord shall construct or cause to be constructed the
Addition substantially in accordance with the 1999 Plans and the 1999
Construction Budget (as defined in the First Supplement to Loan
Agreement) attached hereto as Exhibit "C." The Landlord shall obtain all
approvals requisite to the construction of the Addition, and shall
construct the Addition in material compliance with all federal, State
and local laws and regulations. On or before the Addition Occupancy
Commencement Date, the Landlord will furnish to the Tenant copies of all
required permits and authorizations except those permits and
authorizations which Tenant must obtain, authorizing the occupancy and
uses of the Addition for the purposes contemplated by the Tenant. The
Landlord will take such action and institute such proceedings as shall
be necessary to cause and require all contractors and material suppliers
to complete their contracts, including the correction of any defective
work, and the Landlord agrees that the Tenant may, from time to time, in
its own name, or in the name of the Landlord, take such action as may be
necessary or advisable, as determined by the Tenant, to assure that the
construction of the Addition will proceed in an efficient and
workmanlike manner. Any amounts recovered as damages, refunds,
adjustments or otherwise in connection with the foregoing (a) shall be
paid to the Tenant if the Tenant has corrected, at its own expense, the
matter which gave rise to such default or breach, or (b) shall be paid
to the Landlord if the Landlord has corrected, at its own expense, the
matter which gave rise to such default or breach, or (c) shall be paid
to the Landlord if the matter which gave rise to such default or breach
has not yet been corrected and if such payment is prior to the Addition
Occupancy Commencement Date (in which event Landlord shall thereafter
promptly apply such amount to the correction of such matter, with the
balance, if any, disposed of as set forth in Section 3.05 of the First
Supplement to Loan Agreement), or (d) shall be paid to the Tenant if the
matter which gave rise to such default or breach has not yet been
corrected and if such payment is after the Addition Occupancy
Commencement Date (in which event Tenant shall thereafter promptly apply
such amount to the correction of such matter, with the balance, if any,
disposed of as set forth in Section 3.2(b) of the Original Lease).
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(b) There shall be added to the Original Lease immediately following
Section 1.3 thereof the following Section 1.3.A:
1.3.A. Addition Fixtures; Addition Equipment . The parties hereto
understand and agree that the Landlord has no responsibility whatsoever
regarding the delivery and installation of the Addition Fixtures and
Addition Equipment in the Addition, and that the Lease and the Tenant's
covenants and agreements contained herein are in no way conditioned upon
such delivery or installation.
3. Rental Terms for the Addition. (a) There shall be added to the
Original Lease immediately following Section 2.1 thereof the following Section
2.1.A:
2.1.A Addition Rent. (a) From and after the Addition Rental
Commencement Date, Tenant shall pay Addition Global Basic Rent, subject
to adjustment as provided in Section 2.6.A hereof; "Addition Global
Basic Rent" being defined (i) during the portion of the Primary Term
remaining after such date as the sum of Addition Basic Rent (as defined
below) and Addition Company Payments (as defined below) (provided,
however, that Tenant shall have no obligation to pay Addition Company
Payments until after the Addition Occupancy Commencement Date and until
after all amounts due to Tenant under the Indemnification Agreement have
been paid in full); and (ii) during the Option Periods, on the same
terms as set forth in Section 2.7 of the Lease (provided, however, that
during said Option Periods all Addition Global Basic Rent shall also
constitute Addition Company Payments hereunder).
(b) During the portion of the Primary Term remaining after the
Addition Rental Commencement Date, the Addition Global Basic Rent shall
be payable in the amounts set forth in Exhibit "D" attached hereto (the
"Addition Rent Schedule") and made a part hereof, subject to adjustment
of the Addition Basic Rent as provided in Section 2.6.A hereof. Any such
Addition Basic Rent adjustment will be documented by an amended Exhibit
"D," agreed to by the parties, at the time of such adjustment. During
any Option Period, the Addition Global Basic Rent shall be determined as
set forth in Section 2.7 of the Lease.
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(c) From and after the Addition Rental Commencement Date through
the end of the Primary Term, and so long as any Series 1999 Bonds remain
Outstanding or the Indenture has not been released, Tenant shall timely
pay to Trustee in accordance with the terms of the Loan Agreement at
First Tennessee Bank National Association, 4385 Poplar Avenue, Memphis,
Tennessee 38117, Attention: Corporate Trust Services, or such other
person or at such other place as Trustee designates in writing to
Tenant, without previous demand therefor and without deduction or
offset, the amount of quarterly payments of interest accruing on
Outstanding Series 1999 Bonds and semi-annual 1999 Mandatory Sinking
Fund Payments (as defined in the First Supplemental Indenture) due on
the Series 1999 Bonds (the "Addition Basic Rent"). Attached as part of
Exhibit "D" is a schedule of payments of Addition Basic Rent over the
term of the Series 1999 Bonds assuming no prepayments and assuming no
change in the rate of interest borne by the Series 1999 Bonds as
described in Section 2.6.A(b). All payments of Addition Basic Rent by
Tenant to Trustee shall be credited against Tenant's obligation to pay
Addition Global Basic Rent. Attached as part of Exhibit "D" is a
schedule of Addition Company Payments for the portion of the Primary
Term remaining after the Addition Rental Commencement Date, assuming no
prepayment under Section 2.6.A(a). Provided that all amounts due to
Tenant under the Indemnification Agreement have been paid in full, from
and after the Addition Occupancy Commencement Date and during the
portion of the Primary Term remaining after such date, Tenant shall pay
such amounts (the "Addition Company Payments") to Landlord, ? Hewson
Properties, Inc. at 4636 E. University Drive, Suite 265, Phoenix,
Arizona 85034, or to such other person or place as Landlord designates
in writing to Tenant, quarterly (on the same day as quarterly interest
payments are due on the Series 1999 Bonds), without previous demand
therefor, in an amount equal to one-quarter (_) of the difference
between (i) the then applicable Addition Global Basic Rent (as adjusted
in Section 2.6.A hereof during the remaining portion of the Primary
Term) for the applicable lease year, and (ii) the Addition Basic Rent
for the applicable lease year ("lease year" being the successive one (1)
year periods). During any Option Period, all Addition Global Basic Rent
shall be deemed to be Addition Company Payments for purposes of the
Lease, and shall be paid to Landlord quarterly as set forth in this
Section 2.1.A(c).
(d) Notwithstanding any other provision hereof, in the event that
the Addition Occupancy Commencement Date occurs on a date other than a
quarterly interest payment date on the Series 1999 Bonds, the Addition
Company Payments due hereunder shall be prorated for such portion of a
quarterly interest period.
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(b) There shall be added to the Original Lease immediately following
Section 2.2 thereof the following Section 2.2.A:
2.2.A. Net-Net-Net Lease of Addition. (a) The Original Lease, as
modified by this Amendment, constitutes what is commonly known as a
"net-net-net lease," it being understood that the Trustee and the
Landlord shall receive the Addition Basic Rent and Addition Company
Payments, respectively, free and clear of any and all impositions,
taxes, liens, charges or expenses of any nature whatsoever in connection
with Landlord's ownership and leasing of the Project.
(b) In addition to the Addition Global Basic Rent provided for in
Section 2.1.A hereof, from and after the Addition Rental Commencement
Date, the Tenant shall pay to Landlord or to third parties as provided
elsewhere (particularly in Sections 2.3.A hereof and 2.4. of the
Original Lease) as additional rent ("Addition Additional Rent") all
impositions, taxes, payments or fees in lieu of taxes, insurance
premiums, operating charges, costs and expenses relating to the Addition
which arise or may be contemplated under any provisions of the Lease
during the portion of the Primary Term remaining following the Addition
Rental Commencement Date and any Option Periods. Upon the failure of
Tenant to pay any of such costs, charges or expenses, Landlord shall
have the same rights and remedies as otherwise provided in the Lease for
the failure of Tenant to pay Addition Basic Rent. It is the intention of
the parties hereto that Tenant shall in no event be entitled to any
abatement of or reduction in Addition Global Basic Rent payable
hereunder except as expressly provided herein. Any present or future law
to the contrary shall not alter this agreement of the parties.
Amounts payable by Tenant hereunder shall include, but not be
limited to, the following:
(i) Insurance premiums required to maintain the insurance
policies attributable to the Addition described in Article IV of
the Original Lease;
(i) Expenses of occupying, operating, altering, maintaining and
repairing the Addition throughout the term of the Lease; and
(i) All taxes, assessments, fees in lieu of taxes and other
governmental charges with respect to the Addition, as set forth
in Section 6.2 of the Original Loan Agreement, except as
provided in
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Section 2.4 of the Original Lease and except as prorated
pursuant to Section 2.3.A(a) of this Amendment, and all other
expenses and charges (including any asserted by the Issuer or
the Trustee, including but not limited to Trustee's regular and
extraordinary fees, as to all of which Landlord shall be
entitled to prompt reimbursement by Tenant) which during the
term of this Lease shall be levied, assessed or imposed by any
governmental authority upon or with respect to, or incurred in
connection with the ownership, possession, occupation,
operation, alteration, maintenance, repair or use of the
Addition.
If at any time during the term of the Lease under the laws of the
State of Mississippi or any political subdivision thereof in which the
Addition is situated, a tax or excise on rents or other tax, however
described, is levied or assessed by said State or political subdivision
against Landlord or the rentals set forth in Section 2.1.A hereof,
Tenant covenants to pay and discharge such tax or excise on rents or
other tax, but only to the extent of the amount thereof which is
lawfully assessed or imposed upon Landlord and which was so assessed or
imposed as a direct result of Landlord's interest in the Addition, or of
this Amendment or of the rentals accruing hereunder, it being the
intention of the parties hereto that all sums payable by Tenant
hereunder (including, without limitation, Addition Basic Rent, Addition
Company Payments, Addition Additional Rent and all other sums due
hereunder) shall be paid to Landlord absolutely net without offset of
any kind or deduction of any nature whatsoever except as expressly
provided in this Amendment with respect to Addition Company Payments.
Any payment or discharge by Tenant of any tax or excise on rents or
other tax referred to in the preceding sentence shall not be deemed to
be Addition Additional Rent. Nothing in this Amendment shall be
construed to require Tenant to pay any franchise, estate, inheritance,
succession, capital levy or transfer tax of Landlord, or any income,
excess profits or revenue tax or any other tax or impost charged or
levied against Landlord upon the rentals payable by Tenant under this
Amendment, except to the extent hereinabove provided. In the case of any
assessment for public improvement wherein the cost of the public
improvement is permitted to be paid in installments, then and in such
event only, such installments falling due during the term of this
Amendment shall be paid by Tenant, and all such installments falling due
subsequent to the term of this Amendment shall be paid by Landlord,
notwithstanding the provisions of Section 2.3.A hereof. For the purpose
of the foregoing sentence, an installment is due on the last day prior
to the date upon which such an installment becomes delinquent.
Upon the occurrence and continuation of an event of default
hereunder (an "Event of Default"), the Landlord may require the Tenant
to deposit with the Trustee (or Landlord if there is no Trustee) in an
escrow account bearing interest
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for the benefit of Tenant (i) an amount equal to (A) all taxes which are
due and payable which Tenant is obligated to pay under this Section,
including accrued ad valorem taxes, if any, or, in the alternative all
amounts due as payments or fees in lieu of taxes, with respect to the
Addition plus (B) any then delinquent insurance premiums allocable to
the Addition with respect to the insurance required under Section 4.1 of
the Original Lease, and (ii) thereafter, each month, an amount equal to
one-twelfth (1/12th) of the annual charges for taxes to be paid under
this Section 2.2.A and insurance premiums.
Tenant covenants to cooperate fully with Landlord in taking any
actions necessary to apply for and receive ad valorem tax relief for the
Addition, including, but not limited to, meeting the requirements of
Mississippi Code Section 27-31-101 and Section 27-31-104. Tenant
expressly acknowledges that no right of offset with respect to payment
of Addition Basic Rent to the Trustee or the payment of other amounts
(except Addition Company Payments) hereunder shall arise in the event of
the loss of ad valorem tax relief. Landlord agrees that, so long as
Tenant is not in default hereunder, if any actions on the part of
Landlord result in the occurrence of an event of default under the Loan
Agreement or leads to a foreclosure on the Deed of Trust or any other
event the result of which is the loss of ad valorem tax relief under the
Loan Agreement, Landlord will indemnify Tenant to the extent Tenant is
required under this Section 2.2.A to pay ad valorem taxes in excess of
the payments in lieu of taxes which otherwise would have been paid by
Tenant hereunder.
(c) Tenant agrees, within six (6) months following the earlier of
(i) the Addition Occupancy Commencement Date or (ii) the date of
issuance of the Series 1999 Bonds, the Tenant will certify in writing to
the Landlord as to the number of jobs created or, if prior to the
Addition Occupancy Commencement Date, anticipated to be created, as a
result of the Addition.
(d) Tenant will reimburse Landlord with respect to certain
environmental inspection matters as follows:
(i) On an annual basis, Tenant will reimburse Landlord for
the costs of a "walk-through" inspection of the Addition by a
qualified environmental engineer reasonably acceptable to Tenant.
(ii) If such inspection yields evidence of any potential
environmental hazards related to Tenant's use and occupancy of
the Addition, Tenant will reimburse Landlord for such additional
environmental inspections and reports as are deemed reasonably
necessary by such engineer.
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(c) There shall be added to the Original Lease immediately following
Section 2.3 thereof the following Section 2.3.A:
2.3.A Proration of Addition Taxes . (a) The taxes, fees in lieu
of taxes, and other charges and expenses with respect to the Addition,
described in Section 2.2.A(a) hereof, shall be prorated when appropriate
between Landlord and Tenant in order that all of such taxes and other
charges and expenses allocable to the Addition which relate to the
period subsequent to the termination of the term of the Lease shall be
borne by Landlord and in order that all of such taxes and other charges
and expenses allocable to the Addition which relate to the term of the
Lease shall be borne by Tenant. Such proration shall be computed in
accordance with generally accepted accrual accounting principles and
Landlord and Tenant shall each indemnify and hold the other harmless
from any taxes and other charges and expenses relating to their
respective periods of responsibility which may have become a charge upon
the other.
(b) Tenant shall not enter into any non-terminable contracts or
agreements with respect to the Addition extending beyond the term of the
Lease without the prior written consent of Landlord, which consent
Landlord may not withhold unreasonably and arbitrarily.
(d) There shall be added to the Original Lease immediately following
Section 2.6 thereof the following Section 2.6.A:
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2.6.A Addition Global Basic Rent Adjustment . (a) The parties
hereto contemplate that the Costs of the Addition provided for hereunder
will equal the aggregate sum of Eight Million Nine Hundred Thousand
Dollars ($8,900,000.00) (such amount being herein also sometimes called
the "Addition Target Cost"). If the Addition is completed for less than
the Addition Target Cost (resulting in the transfer of such surplus
amount of Series 1999 Bond proceeds from the 1999 Accounts (as defined
in the First Supplemental Indenture) within the Acquisition Fund to the
Bond Fund (each as defined in the Original Loan Agreement) under Section
5.01(b) of the First Supplemental Indenture, the application of such
amount by the Trustee under Section 3.01(d) of the First Supplemental
Indenture to the redemption of Series 1999 Bonds at par pro rata at the
earliest possible date and the corresponding reduction in the amount of
principal and interest payments due on the Series 1999 Bonds), the
Addition Global Basic Rent during the portion of the Primary Term
remaining after the Addition Occupancy Commencement Date shall be
reduced as follows: (1) Addition Basic Rent during such period shall be
reduced proportionately, and (2) quarterly Addition Company Payments
shall be reduced by an amount equal to (x) the product of one-half
percent (0.5%) times such surplus amount of Series 1999 Bond proceeds
divided by (y) four (4).
(b) The Series 1999 Bonds are subject to an interest rate
increase on July 1, 2009, or if such day is not a business day, the next
succeeding business day (the "1999 Rate Adjustment Date"), as provided
in Section 2.02 of the First Supplemental Indenture, up to a maximum of
thirteen percent (13%) per annum. Landlord and Tenant agree that, upon
receiving notice from the Trustee that such an increase in rate has
occurred, the Addition Basic Rent component of the Addition Global Basic
Rent during the remaining portion of the Primary Term shall be increased
accordingly.
(c) Following the occurrence of any circumstances set forth in
Section 6.9 of the Original Loan Agreement requiring or permitting the
partial prepayment of Series 1999 Bonds, such amounts will be used to
redeem Series 1999 Bonds as provided in Section 3.01(e) of the First
Supplemental Indenture. If any such redemption occurs during the portion
of the Primary Term remaining after the Addition Occupancy Commencement
Date, the Addition Basic Rent component of the Addition Global Basic
Rent during such period shall be reduced proportionately.
4. Right of Offset. There shall be added to the Original Lease
immediately following Section 7.7 thereof the following Section 7.7.A:
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7.7.A Right of Offset. So long as Tenant has not exercised any
right to terminate the Lease as set forth in Section 10.24(a) of the
Original Lease, any breach by Landlord of any term or provision hereof
shall, in addition to those rights set forth in Section 10.24(a) of the
Original Lease, give Tenant the right to offset sums due Tenant from
Landlord as a result thereof against sums payable hereunder to Landlord
as Addition Company Payments. In addition, Tenant shall have the right
to offset Addition Company Payments owed to Landlord hereunder against
sums owed Tenant from time to time pursuant to the Indemnification
Agreement (as defined in Section 1.2.A of this Amendment). So long as
any Series 1999 Bonds remain Outstanding, or the Indenture has not been
released, then notwithstanding a breach by Landlord, Tenant shall remain
liable for the payment of all Addition Basic Rent to the Trustee and
payment of other amounts (except Addition Company Payments) hereunder
until termination of the Lease by Tenant as provided in the Original
Lease.
5. Reaffirmation of Provisions of Articles III, IV, V and VI of the
Original Lease. Subject to the last sentence of this paragraph, the Landlord and
the Tenant reaffirm, ratify and restate the provisions of Articles III, IV, V
and VI of the Original Lease relating to insurance, financial covenants, damage,
destruction and condemnation and other provisions included therein, and agree
that such provisions shall be equally applicable to the Addition and Addition
Basic Rent payable hereunder. References in said Articles to "Occupancy
Commencement Date" shall, with respect to the Addition, be deemed to refer to
the Addition Occupancy Commencement Date. References therein to "Completion
Date" shall, if the applicable damage, destruction or condemnation relates only
to the Addition and occurs after the Completion Date, be deemed to refer to the
1999 Completion Date. References in Section 6.4 of the Original Lease to
"Tenant" shall be deemed to refer to the Original Tenant.
6. Notices. Section 10.2 of the Original Lease is amended by deleting
subsection (iii) and inserting in lieu thereof the following:
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"(iii) To Trustee, at First Tennessee Bank National Association,
4385 Poplar Avenue, Memphis, Tennessee 38117, Attention: Corporate Trust
Services."
7. Benefits of the Act. There shall be added to the Original Lease
immediately following Section 10.10 thereof the following Section 10.10.A:
10.10.A Benefits of the Act. Landlord and Tenant acknowledge that
the Series 1999 Bonds are being issued pursuant to the provisions of
Section 57-10-401 et seq. of the Mississippi Code of 1972, as amended
(the "Act"), so that Tenant may obtain certain benefits provided by the
Act as set forth in Section 4.05 of the First Supplement to Loan
Agreement. Tenant hereby acknowledges and accepts the obligations set
forth in Section 4.05 of the First Supplement to Loan Agreement on its
behalf, and said Section is hereby incorporated herein by reference. In
order to comply with the requirements of Section 57-10-409 of the Act,
Tenant hereby covenants and agrees as follows:
(a) The Original Lease as amended by this Amendment may be
assigned by Tenant (other than to an affiliate thereof) only upon
the prior written consent of the Issuer following the adoption of
a resolution by the Issuer to such effect.
(b) Upon a default by Tenant in the payment of Addition
Basic Rent hereunder, the Trustee, on behalf of the Issuer, may
exercise the rights and remedies available under the Indenture
and the Loan Agreement, including, but not limited to,
acceleration of the Bonds, foreclosure of the Deed of Trust and
termination of the Lease.
8. Miscellaneous. (a) All references in the Original Lease to sections
in Article I or II shall be deemed to refer to the corresponding sections added
by this Amendment as well. By way of example and not limitation, the reference
in the second line of Section 2.4(a) of the
18
Original Lease to "Section 2.2(a) above" shall be deemed to refer to "Section
2.2(a) of the Original Lease and Section 2.2.A(a) of the Amendment."
(b) The Original Lease shall be deemed amended in all other respects
necessary to subject the Addition to its terms, and to make the Addition part of
the Project.
(c) Landlord and Tenant reaffirm all terms and provisions of the
Original Lease not expressly amended hereby, and make all representations and
warranties set forth therein as of the date hereof. Except as set forth in this
Amendment, the Original Lease shall be unchanged and remains in full force and
effect.
(d) This Amendment may be executed in any number of counterparts, each
of which shall be an original and the counterparts shall constitute but one and
the same instrument.
(e) This Amendment is to be governed and construed in accordance with
the internal laws of the State of Mississippi, without regard to principles of
conflicts of laws.
19
9. Joinder of Original Tenant. Williams-Sonoma, Inc., as Original Tenant
under the Original Lease, joins herein to acknowledge and agree that,
notwithstanding the Assignment, it remains jointly and severally liable for the
performance of the obligations created by the Original Lease, and is jointly and
severally liable for the performance of the obligations created by this
Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Lease Agreement as of the day and year first above written.
HEWSON/DESOTO PHASE I, L.L.C., an
Arizona limited liability company
BY: HEWSON PROPERTIES, INC., a
California corporation
By: /s/s Gary J. Hewson
----------------------------------
Gary J. Hewson, Chief Executive
Officer
LANDLORD
WILLIAMS-SONOMA RETAIL DISTRIBUTION
CENTER, INC., a California corporation
By: /s/ Jerry Owens
-------------------------------------
Title: VP Operation
----------------------------------
TENANT
WILLIAMS-SONOMA, INC., a California
corporation
By:
-------------------------------------
Title:
----------------------------------
ORIGINAL TENANT
20
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, TONYA S. COCHRAN, the undersigned
authority in and for the said county and state, on this the 7th day of
September, 1999, within my jurisdiction, the within-named GARY J. HEWSON, who
acknowledged himself to be Chief Executive Officer of HEWSON PROPERTIES, INC., a
California corporation, which corporation is the manager of HEWSON/DESOTO PHASE
I, L.L.C., an Arizona limited liability company (the "Maker"), and that for and
on behalf of said corporation and as its act and deed as manager of the Maker
and for and on behalf of the Maker and as its act and deed, he executed and
delivered the foregoing instrument after having been duly authorized so to do.
------------------------------------------
Notary Public
My Commission Expires:
- ----------------------
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, TONYA S. COCHRAN, the undersigned
authority in and for the said county and state, on this the 7th day of
September, 1999, within my jurisdiction, the within-named JERRY E. OWENS, who
acknowledged that he is Vice-President and Assistant Secretary of
WILLIAMS-SONOMA RETAIL DISTRIBUTION CENTER, INC. and that for and on behalf of
the said corporation, and as its act and deed, he executed and delivered the
above and foregoing instrument, after first having been duly authorized by said
corporation to do so.
------------------------------------------
Notary Public
My Commission Expires:
- ----------------------
21
STATE OF TENNESSEE
COUNTY OF SHELBY
Personally appeared before me, TONYA S. COCHRAN, the undersigned
authority in and for the said county and state, on this the 7th day of
September, 1999, within my jurisdiction, the within-named DUANE WEEKS, who
acknowledged that he is Senior Vice-President of WILLIAMS-SONOMA, INC., a
California corporation, and that for and on behalf of the said corporation, and
as its act and deed, he executed and delivered the above and foregoing
instrument, after first having been duly authorized by said corporation to do
so.
------------------------------------------
Notary Public
My Commission Expires:
- ----------------------
22
EXHIBIT "A"
Real Property Description
TRACT I:
LOCATED IN DESOTO COUNTY, MISSISSIPPI:
BEING A SURVEY OF PART OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, PART
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER, PART OF THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER AND PART OF THE NORTHEAST QUARTER OF THE NORTHEAST
QUARTER, SECTION 25, TOWNSHIP 1 SOUTH, RANGE 6 WEST, DESOTO COUNTY MISSISSIPPI
AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 25; THENCE S89
degrees32'11"W ALONG THE NORTH LINE OF SAID SECTION 25 A DISTANCE OF
80.00 FEET TO A POINT; THENCE S00 degrees31'04"E ALONG A LINE THAT IS
80.00 FEET WEST OF AND PARALLEL TO THE EAST LINE OF SAID SECTION 25 A
DISTANCE OF 491.49 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING S00
degrees31'04"E ALONG A LINE THAT IS 80.00 FEET WEST OF AND PARALLEL TO
THE EAST LINE OF SAID SECTION 25 A DISTANCE OF 1485.00 FEET TO A POINT;
THENCE S89 degrees13'30"W A DISTANCE OF 1957.52 FEET TO A POINT; THENCE
N00 degrees46'30"W A DISTANCE OF 1484.99 FEET TO A POINT; THENCE N89
degrees13'30"E A DISTANCE OF 1964.19 FEET TO THE POINT OF BEGINNING AND
CONTAINING 2,911,841 SQUARE FEET OR 66.847 ACRES.
TRACT II:
THE RIGHTS BENEFITTING THE FOREGOING TRACT I CREATED BY (A) THAT CERTAIN
RECIPROCAL STORM WATER DRAINAGE AGREEMENT BY AND BETWEEN HEWSON/DESOTO SOUTH,
LLC AND HEWSON/DESOTO PHASE I, LLC DATED AS OF THE 1ST DAY OF DECEMBER, 1998,
(B) THAT CERTAIN RECIPROCAL STORM WATER DETENTION AND DRAINAGE AGREEMENT BY AND
BETWEEN HEWSON/DESOTO PHASE I, LLC AND WILLIAMS-SONOMA, INC. DATED AS OF THE 1ST
DAY OF DECEMBER, 1998, (C) THAT CERTAIN RECIPROCAL CONNECTOR EASEMENT AGREEMENT
BY AND BETWEEN HEWSON/DESOTO PHASE I, L.L.C. AND WILLIAMS-SONOMA, INC. DATED AS
OF DECEMBER 1, 1998 AND (D) THAT CERTAIN PARKING EASEMENT AGREEMENT BY AND
BETWEEN HEWSON/DESOTO PHASE I, L.L.C. AND WILLIAMS-SONOMA, INC. DATED AS OF
DECEMBER 1, 1998, EACH RECORDED IN THE OFFICE OF THE CHANCERY CLERK, DESOTO
COUNTY, MISSISSIPPI ON DECEMBER 11, 1998.
23
EXHIBIT "B"
Plans for Addition Building and Improvements
See Attached
2
24
RETAIL DISTRIBUTION CAMPUS, BUILDING ADDITION,
WILLIAMS-SONOMA, OLIVE BRANCH, MS
Parcel Two 260,640 S.F. Building Expansion
Plans by H&M Design Services, P.C.
Final
Sheet # Prepared by: Sheet Title Date Revision Date
- ---------------------------------------------------------------------------------------------------------
Cover H-M Drawing Index 8/20/99
- ---------------------------------------------------------------------------------------------------------
CE - 1.0 RSM Grading & Drainage Plan 8/17/99
- ---------------------------------------------------------------------------------------------------------
A - 1.0 H-M Site Concrete Paving Plan 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 1.1 H-M Building Additional Floor Plan 7/22/99 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 1.2 H-M Enlarged Area Floor Plans 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 2.1 H-M Room Finish & Door Schedules/Details 7/22/99 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 3.1 H-M Building Addition Elevations 7/22/99 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 3.2 H-M Tilt-Up Wall Panel Elevations 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 3.3 H-M Tilt-Up Wall Panel Elevations 7/22/99 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 3.4 H-M Tilt-Up Wall Panel Elevations 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 4.1 H-M Wall Sections 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 4.2 H-M Wall Sections 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 5.1 H-M Architectural Details 7/22/99 8/20/99
- ---------------------------------------------------------------------------------------------------------
A - 7.1 H-M Building Addition Roof Plan 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 7.2 H-M Flashing Detail 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 8.1 H-M Roof Opening Plan (Section "A") 7/22/99
- ---------------------------------------------------------------------------------------------------------
A - 8.2 H-M Roof Opening Plan (Section "B") 7/22/99
- ---------------------------------------------------------------------------------------------------------
C - 1.1 H-M Building Addition Foundation Plan 7/22/99
- ---------------------------------------------------------------------------------------------------------
C - 2.1 H-M Foundation Sections and Details 7/22/99
- ---------------------------------------------------------------------------------------------------------
C - 2.2 H-M Misc. Plans & Details 8/20/99
- ---------------------------------------------------------------------------------------------------------
S - 1.1 H-M Building Addition Roof Framing Plan 7/22/99
- ---------------------------------------------------------------------------------------------------------
S - 2.1 H-M Framing Sections & Details 7/22/99
- ---------------------------------------------------------------------------------------------------------
M - 1.1 H-M Site Utilities Plan 8/20/99
- ---------------------------------------------------------------------------------------------------------
M - 3.1 H-M Building Additional Plumbing Plans 8/20/99
- ---------------------------------------------------------------------------------------------------------
M - 3.2 H-M Enlarged Area Plumbing Plans 8/20/99
- ---------------------------------------------------------------------------------------------------------
M - 4.1 H-M Building Addtion HVAC Plan 8/20/99
- ---------------------------------------------------------------------------------------------------------
M - 4.2 H-M HVAC Details, Schedules & Notes 8/20/99
- ---------------------------------------------------------------------------------------------------------
M - 5.1 H-M Fire Protection Sprinkler Requirement Plan 8/18/99
- ---------------------------------------------------------------------------------------------------------
E - 1.1 H-M Electrical Site Plan 8/12/99
- ---------------------------------------------------------------------------------------------------------
E - 2.1 H-M Lighting Plan (Section "A") 8/2/99
- ---------------------------------------------------------------------------------------------------------
E - 2.2 H-M Lighting Plan (Section "B") 8/3/99
- ---------------------------------------------------------------------------------------------------------
E - 2.3 H-M Luminaire Schedule & Mounting Detail 8/11/99
- ---------------------------------------------------------------------------------------------------------
E - 3.1 H-M Power Plan (Section "A") 8/12/99
- ---------------------------------------------------------------------------------------------------------
E - 3.2 H-M Power Plan (Section "B") 8/12/99
- ---------------------------------------------------------------------------------------------------------
E - 4.1 H-M One Line Diagram 8/12/99
- ---------------------------------------------------------------------------------------------------------
E - 4.2 H-M Fan Control Panel Schedule 8/13/99
- ---------------------------------------------------------------------------------------------------------
E - 4.3 H-M Panelboard Schedules 8/16/99
- ---------------------------------------------------------------------------------------------------------
E - 5.1 H-M Systems Plan (Section "A") 8/20/99
- ---------------------------------------------------------------------------------------------------------
E - 5.2 H-M Systems Plan (Section "B") 8/20/99
- ---------------------------------------------------------------------------------------------------------
25
EXHIBIT "C"
1999 Construction Budget
See Attached
C-1
26
EXHIBIT "C" TO FIRST AMENDMENT TO LEASE AGREEMENT
PHASE TWO
COST PROJECTION - WILLIAMS-SONOMA PROJECT 09/02/99
ASSUMPTIONS:
- -- ------- ------- ------- ------- ----- --------- --------- ----------
- ADDITION TO EXISTING OLIVE BRANCH DISTRIBUTION BUILDING
- 6 MONTH DEVELOPMENT TIMEFRAME
- 9.25% RATE FOR CAPITALIZED INTEREST FUND
BOND ISSUANCE WILL BE: $8,898,599
- -- ------- ------- ------- ------- ----- --------- --------- ----------
SUMMARY SQUARE FOOTAGE 260,640 S.F.
- -- ------- ------- ------- ------- ----- --------- --------- ----------
% OF
HARD COSTS: PER S.F. TOTAL TOTAL
-------- ------ ----------
SHELL BUILDING & SITEWORK - 27.24 87.1% 7,100,798
GROSS RECEIPTS TAX SAVINGS (est.) (0.38) -1.2% (100,703)
GRADING & STORM DRAINAGE 0.35 1.1% 82,262
PAYMENT & PERFORMANCE BOND 0.18 0.6% 45,957
TENANT IMPROVEMENTS - 0.00 0.0% 0
LAND - INCLUDED IN PRIOR ISSUANCE 0.00 0.0% 0
SOFT COSTS:
ARCHITECTURAL & ENGINEERING - 0.96 2.8% 247,963
PERMITS & UTILITY FEES - 0.06 0.2% 22,000
EARNED INTEREST (5.0%) (0.28) -0.8% (68,482)
EQUITY FINANCING INTEREST (8.0%) 0.00 0.0% 970
PROPERTY TAX - 0.01 0.0% 2,000
INSURANCE - 0.08 0.2% 21,000
LEGAL & ACCOUNTING - 0.26 0.8% 67,000
DEVELOPER'S OVERHEAD (3%)* 1.00 2.9% 260,000
TITLE RECORD - 0.05 0.1% 13,000
APPRAISALS/CONSULTANTS/TOXICS- 0.21 0.6% 54,200
TRAVEL 0.15 0.4% 40,000
CONTINGENCY (5% OF HARD COSTS) 1.57 4.0% 368,916
--------- -------- ----------
TOTAL DEPOSIT TO PROJ. CONSTR. FUND 31.29 91.6% 8,154,871
TOTAL UNDERWRITER'S DISCOUNT 0.43 1.3% 111,250
UNDERWRITER'S & BOND COUNSEL 0.21 0.8% 55,000
BOND ISSUANCE FEES 0.18 0.5% 43,000
DEPOSIT TO CAPITALIZED INTEREST FUND 2.05 6.0% 534,478
--------- --------- ----------
TOTAL USES 34.14 100.0% 8,398,599
- -- ------- ------- ------- ------- ----- --------- --------- ----------
* Developer's Overhead will be 3% of the final amount of the Series 1999 Bond
after redemption of excess proceeds.
C-2
27
EXHIBIT "C"
COST PROJECTION SUPPORT SCHEDULE
BREAKDOWN ARCH. & ENGINEER
Proposal Amount 7,193,060 Owens Contract 199,953
Less: Site Grading (92,262) Will-Hayes 3,000
--------- Reaves & Sweeney Civil 15,000
Net Total Building Cost 7,100,798 Topo, ALTA, etc. 20,000
Landscape Design 0
Other 10,000
-------
Total 247,953
CONSULTANTS
SITEWORK Construction consultant 6,000
Appraisal 7,200
Site Grading 92,262 Soils 3,000
Phase One 0
Consulting Fees 5,000
Sprinkler consultants 3,000
Construction testing 30,000
-------
Total 54,200
LEGAL
Tax Attorney 3,000
Reviewing Bond Attorney 25,000 BOND ISSUANCE FEES
Lease Counsel 20,000
Construction Contracts 6,000 Financial Advisor 7,000
Arch & Eng Contract 3,000 Validation 500
Accounting & Tax Prep 10,000 Trustee & Counsel Fees 9,000
W-S Lease & Bond Counsel 0 POS/Official Statement 5,500
--------- Issuer's Fee 15,000
Total 67,000 Miscellaneous Fees 6,000
-------
Underwriter's Counsel 21,000 Total 43,000
Bond Counsel 34,000
C-3
28
WILLIAMS-SONOMA CASH FLOW PROJECTIONS
CONSTRUCTION AND LEASEUP INTEREST CARRY -
MONTH
--------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8
------ ------- --------- --------- --------- --------- --------- ---------
SOURCES OF FUNDS: Jul-99 Aug-99 Sep-99 Oct-99 Nov-99 Dec-99 Jan-2000 Feb-2000 TOTALS
- ----------------- ------ ------- --------- --------- --------- --------- --------- --------- ---------
MEMBER LOAN TO LLC 29,100 57,294 (115,391) 0
CUMULATIVE LLC FUNDING 29,100 116,384 0 0 0 0 0 0 0
------ ------- --------- --------- --------- --------- --------- --------- ---------
BOND FINANCING 0 0 6,598,589 0 0 0 0 0
CUMULATIVE BOND FUNDING 0 0 6,598,589 0 0 0 0 0 6,598,589
------ ------- --------- --------- --------- --------- --------- --------- ---------
TOTAL SOURCES OF FUNDS 29,100 57,294 6,732,205 0 0 0 0 0 6,598,589
------ ------- --------- --------- --------- --------- --------- --------- ---------
USES OF FUNDS:
SHELL BUILDING & SITEWORK - 2,130,238 1,426,150 1,420,180 1,420,188 710,080 7,000,798
GROSS RECEIPTS TAX SAVINGS (est.) (100,703) ( 100,703)
GRADING & STORM DRAINAGE 92,282 92,282
PAYMENT & PERFORMANCE BOND 45,957 45,957
TENANT IMPROVEMENTS - 0
LAND - INCLUDED IN PRIOR ISSUANCE 0
SOFT COSTS:
ARCHITECTURAL & ENGINEERING - 123,977 123,977 247,853
PERMITS & UTILITY FEES - 22,000 22,000
EARNED INTEREST (50%) (26,655) (19,650) (13,090) (5,752) (3,099) (68,482)
EQUITY FINANCING INTEREST (8.0%) 194 776 970
PROPERTY TAX - 2,000 2,000
INSURANCE - 21,000 21,000
LEGAL & ACCOUNTING - 13,400 13,400 13,400 13,400 13,400 67,000
DEVELOPER'S OVERHEAD (3%) 250,000 250,000
TITLE RECORD - 13,000 13,000
APPRAISAL/CONSULTANTS/TOXICS - 9,033 9,033 9,033 9,033 9,033 9,033 54,200
TRAVEL - 6,667 6,667 6,667 6,667 6,667 6,667 40,000
CONTINGENCY (5% OF HARD COSTS) 0 0 113,423 71,008 71,008 30,469 358,916
------ ------- --------- --------- --------- --------- --------- --------- ---------
TOTAL MONTHLY DRAWS FROM PROJ
CON. FUND 29,100 37,294 2,365,103 1,524,358 1,631,154 1,761,118 836,747 0 8,154,871
TOTAL UNDERWRITER'S DISCOUNT 111,250 111,250
PURCHASER'S & BOND COUNSEL 55,000 55,000
BOND ISSUANCE FEES 43,000 43,000
DEPOSIT TO CAPITALIZED
INTEREST FUND 534,478 534,478
------ ------- --------- --------- --------- --------- --------- --------- ---------
TOTAL USES 29,100 37,294 3,128,830 1,624,358 1,631,154 1,761,116 636,747 0 8,898,699
CUMULATIVE BALANCE 29,100 116,394 2,501,487 4,125,854 5,757,008 7,310,124 8,154,871 8,154,871
PER S.F. UNIT COST 0.11 0.45 9.00 16.83 22.09 28.84 31.29 31.29
BOND INTEREST (9.75%) 50,302 68,593 68,593 68,593 68,593 68,593 393,269
FINANCING INTEREST ON
LOAN (8.0%) 194 776 970
C-4
29
EXHIBIT "D"
Addition Rent Schedule
See Attached
30
EXHIBIT "D"
GLOBAL
LEASE BASIC COMPANY BASIC
QRTS DATE INTEREST SINK FUND RENT PAYMENT RENT
- ---------------------------------------------------------------------------------------------------------
0 01/01/00 $274,417 $0 $274,417 $11,125 $285,542
1 04/01/00 $205,813 $0 $205,813 $11,125 $216,938
2 07/01/00 $205,813 $65,000 $270,813 $11,125 $281,938
3 10/01/00 $204,309 $0 $204,309 $11,125 $215,434
4 01/01/01 $204,309 $70,000 $274,309 $11,125 $285,434
5 04/01/01 $202,691 $0 $202,691 $11,125 $213,816
6 07/01/01 $202,691 $70,000 $272,691 $11,125 $283,816
7 10/01/01 $201,072 $0 $201,072 $11,125 $212,197
8 01/01/02 $201,072 $75,000 $276,072 $11,125 $287,197
9 04/01/02 $199,338 $0 $199,338 $11,125 $210,463
10 07/01/02 $199,338 $75,000 $274,338 $11,125 $285,463
11 10/01/02 $197,603 $0 $197,603 $11,125 $208,728
12 01/01/03 $197,603 $85,000 $282,603 $11,125 $293,728
13 04/01/03 $195,638 $0 $195,638 $11,125 $206,763
14 07/01/03 $195,638 $85,000 $280,638 $11,125 $291,763
15 10/01/03 $193,672 $0 $193,672 $11,125 $204,797
16 01/01/04 $193,672 $90,000 $283,672 $11,125 $294,797
17 04/01/04 $191,591 $0 $191,591 $11,125 $202,716
18 07/01/04 $191,591 $95,000 $286,591 $11,125 $297,716
19 10/01/04 $189,394 $0 $189,394 $11,125 $200,519
20 01/01/05 $189,394 $100,000 $289,394 $11,125 $300,519
21 04/01/05 $187,081 $0 $187,081 $11,125 $198,206
22 07/01/05 $187,081 $105,000 $292,081 $11,125 $303,206
23 10/01/05 $184,653 $0 $184,653 $11,125 $195,778
24 01/01/06 $184,653 $105,000 $289,653 $11,125 $300,778
25 04/01/06 $182,225 $0 $182,225 $11,125 $193,350
26 07/01/06 $182,225 $110,000 $292,225 $11,125 $303,350
27 10/01/06 $179,681 $0 $179,681 $11,125 $190,806
28 01/01/07 $179,681 $120,000 $299,681 $11,125 $310,806
29 04/01/07 $176,906 $0 $176,906 $11,125 $188,031
30 07/01/07 $176,906 $125,000 $301,906 $11,125 $313,031
31 10/01/07 $174,016 $0 $174,016 $11,125 $185,141
32 01/01/08 $174,016 $130,000 $304,016 $11,125 $315,141
33 04/01/08 $171,009 $0 $171,009 $11,125 $182,134
34 07/01/08 $171,009 $135,000 $306,009 $11,125 $317,134
35 10/01/08 $167,888 $0 $167,888 $11,125 $179,013
36 01/01/09 $167,888 $140,000 $307,888 $11,125 $319,013
31
EXHIBIT "D"
GLOBAL
LEASE BASIC COMPANY BASIC
QRTS DATE INTEREST SINK FUND RENT PAYMENT RENT
- ---------------------------------------------------------------------------------------------------------
37 04/01/09 $164,650 $0 $164,650 $11,125 $175,775
38 07/01/09 $164,650 $145,000 $309,650 $11,125 $320,775
39 10/01/09 $161,297 $0 $161,297 $11,125 $172,422
40 01/01/10 $161,297 $155,000 $316,297 $11,125 $327,422
41 04/01/10 $157,713 $0 $157,713 $11,125 $168,838
42 07/01/10 $157,713 $160,000 $317,713 $11,125 $328,838
43 10/01/10 $154,013 $0 $154,013 $11,125 $165,138
44 01/01/11 $154,013 $170,000 $324,013 $11,125 $335,138
45 04/01/11 $150,081 $0 $150,081 $11,125 $161,206
46 07/01/11 $150,081 $180,000 $330,081 $11,125 $341,206
47 10/01/11 $145,919 $0 $145,919 $11,125 $157,044
48 01/01/12 $145,919 $180,000 $325,919 $11,125 $337,044
49 04/01/12 $141,756 $0 $141,756 $11,125 $152,881
50 07/01/12 $141,756 $190,000 $331,756 $11,125 $342,881
51 10/01/12 $137,363 $0 $137,363 $11,125 $148,488
52 01/01/13 $137,363 $205,000 $342,363 $11,125 $353,488
53 04/01/13 $132,622 $0 $132,622 $11,125 $143,747
54 07/01/13 $132,622 $210,000 $342,622 $11,125 $353,747
55 10/01/13 $127,766 $0 $127,766 $11,125 $138,891
56 01/01/14 $127,766 $220,000 $347,766 $11,125 $358,891
57 04/01/14 $122,678 $0 $122,678 $11,125 $133,803
58 07/01/14 $122,678 $230,000 $352,678 $11,125 $363,803
59 10/01/14 $117,359 $0 $117,359 $11,125 $128,484
60 01/01/15 $117,359 $240,000 $357,359 $11,125 $368,484
61 04/01/15 $111,809 $0 $111,809 $11,125 $122,934
62 07/01/15 $111,809 $250,000 $361,809 $11,125 $372,934
63 10/01/15 $106,028 $0 $106,028 $11,125 $117,153
64 01/01/16 $106,028 $270,000 $376,028 $11,125 $387,153
65 04/01/16 $99,784 $0 $99,784 $11,125 $110,909
66 07/01/16 $99,784 $280,000 $379,784 $11,125 $390,909
67 10/01/16 $93,309 $0 $93,309 $11,125 $104,434
68 01/01/17 $93,309 $285,000 $378,309 $11,125 $389,434
69 04/01/17 $86,719 $0 $86,719 $11,125 $97,844
70 07/01/17 $86,719 $305,000 $391,719 $11,125 $402,844
71 10/01/17 $79,666 $0 $79,666 $11,125 $90,791
72 01/01/18 $79,666 $315,000 $394,666 $11,125 $405,791
73 04/01/18 $72,381 $0 $72,381 $11,125 $83,506
32
EXHIBIT "D"
GLOBAL
LEASE BASIC COMPANY BASIC
QRTS DATE INTEREST SINK FUND RENT PAYMENT RENT
- ---------------------------------------------------------------------------------------------------------
74 07/01/18 $72,381 $335,000 $407,381 $11,125 $418,506
75 10/01/18 $64,634 $0 $64,634 $11,125 $75,759
76 01/01/19 $64,634 $345,000 $409,634 $11,125 $420,759
77 04/01/19 $56,656 $0 $56,656 $11,125 $67,781
78 07/01/19 $56,656 $365,000 $421,656 $11,125 $432,781
79 10/01/19 $48,216 $0 $48,216 $11,125 $59,341
80 01/01/20 $48,216 $380,000 $428,216 $11,125 $439,341
81 04/01/20 $39,428 $0 $39,428 $11,125 $50,553
82 07/01/20 $39,428 $400,000 $439,428 $11,125 $450,553
83 10/01/20 $30,178 $0 $30,178 $11,125 $41,303
84 01/01/21 $30,178 $415,000 $445,178 $11,125 $456,303
85 04/01/21 $20,581 $0 $20,581 $11,125 $31,706
86 07/01/21 $20,581 $435,000 $455,581 $11,125 $466,706
87 10/01/21 $10,522 $0 $10,522 $11,125 $21,647
88 01/01/22 $10,522 $455,000 $465,522 $0 $465,522
$12,349,829 $8,900,000 $21,249,829 $979,000 $22,228,829