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EXHIBIT 10.102
FFCA
DenAmerica
Black-eyed Pea
Location:
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Store # ____
SUBLEASE
THIS SUBLEASE is made and entered into as of the ____ day of ,
1996, by and between DENAMERICA CORP., a Georgia corporation ("Sublessor"), and
TEXAS BEP, L.P., a Texas limited partnership ("Sublessee").
RECITALS
A. Sublessor has entered into a certain Lease of even date herewith
(the "Base Lease"), with respect to certain premises more particularly described
therein at the location and bearing the store number set forth above (the
"Premises").
B. Sublessee desires to sublease the Premises from Sublessor, and
Sublessor desires to sublease the Premises to Sublessee, on the terms and
conditions herein set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sublessor and Sublessee hereby
agree as follows:
1. GRANT. Sublessor hereby subleases the Premises to Sublessee, and
Sublessee hereby subleases the Premises from Sublessor, on the terms and
conditions herein set forth.
2. INCORPORATION OF BASE LEASE; EXCEPTIONS. Each and every provision of
the Base Lease is incorporated herein by reference. Sublessor shall sublet the
Premises to Sublessee under the same rental, terms and conditions to which
Sublessor agreed as the "Lessee" in the Base Lease, except as otherwise herein
provided. Wherever the term "Lessor" appears, it shall be deemed to refer to
Sublessor and wherever the term "Lessee" appears, it shall be deemed to refer to
Sublessee. Sublessee shall render performance to
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Sublessor as required under all of the terms of the Base Lease. Sublessee shall
be entitled under this Sublease to all of the rights and benefits that the
Sublessor, as Lessee, enjoys under the Base Lease.
(A) TERM. Sublessee's right to occupy and possess the Premises shall
commence as of the date set forth above and shall expire one day prior to the
end of the term of the Base Lease.
(B) BASE RENT AND OTHER CHARGES. Sublessee shall pay to Sublessor at
the times and as provided in the Base Lease the rent and any and all property
taxes and assessments, common area expenses, insurance costs and other charges
which Sublessor incurs as Lessee as set forth in the Base Lease.
(C) EXTENSION OF LEASE BY SUBLESSEE. Sublessee shall have the right
to extend the term of this Sublease on the same terms as set forth in the Base
Lease by giving notice to Sublessor not later than the five (5) days prior to
the date on which Sublessor, as Lessee, must exercise its option under the Base
Lease. Sublessor, as Lessee under the Base Lease, shall timely exercise all
corresponding options under the Base Lease.
(D) NOTICES. The initial notice addresses of the parties hereto, for
purposes of the notice provision of the Base Lease, shall be as set forth below.
3. REAFFIRMATION OF BASE LEASE. All of the terms, conditions and
provisions of the Base Lease are reaffirmed by Sublessor and Sublessee.
4. TERMINATION. In the event of the termination of the Base Lease under
its own terms or under any provision thereof that authorizes such termination,
this Sublease shall simultaneously and automatically terminate (without being
deemed, however, to be a waiver by Sublessee of any other rights or remedies it
may have under this Sublease).
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IN WITNESS WHEREOF, the parties have executed this Sublease as of the
date first above written.
SUBLESSOR:
ADDRESS: DENAMERICA CORP., a Georgia corporation
7373 N. Scottsdale Road By:_____________________________________
Suite D-120 Name: Todd S. Brown
Scottsdale, Arizona 85253 Title: Vice President
SUBLESSEE:
TEXAS BEP, L.P., a Texas limited
partnership
7373 N. Scottsdale Road By: Black-eyed Pea U.S.A., Inc., a
Suite D-120 Texas corporation
Scottsdale, Arizona 85253 Its: General Partner
By:_____________________________________
Name:___________________________________
Title:__________________________________
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ACKNOWLEDGEMENT AND CONSENT
FFCA Acquisition Corporation, a Delaware corporation ("FFCA"), as
Lessor under the Lease, hereby acknowledges and consents to this Sublease,
provided that FFCA shall not be deemed to have assumed any obligation, liability
or duty by virtue of its acknowledgement and consent.
FFCA ACQUISITION CORPORATION, a Delaware
corporation
By:__________________________________________
Name: Stephen Y. Schwanz
Title: Vice President, Corporate Finance
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by Todd S. Brown, the Vice President of DenAmerica Corp., a Georgia
corporation, on behalf of the corporation.
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Notary Public
My commission expires:
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STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by _____________________, the ________________ of Black-eyed Pea
U.S.A., Inc., a Texas corporation, General Partner of Texas BEP, L.P., a Texas
limited partnership, on behalf of the limited partnership.
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Notary Public
My commission expires:
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STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by Stephen Y. Schwanz, Vice President, Corporate Finance of FFCA
Acquisition Corporation, a Delaware corporation, on behalf of the corporation.
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Notary Public
My commission expires:
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