Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - CRACKER BARREL OLD COUNTRY STORE, INC | form10q.htm |
| EX-32.2 - EXHIBIT 32.2 - CRACKER BARREL OLD COUNTRY STORE, INC | brhc10017513_ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - CRACKER BARREL OLD COUNTRY STORE, INC | brhc10017513_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - CRACKER BARREL OLD COUNTRY STORE, INC | brhc10017513_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - CRACKER BARREL OLD COUNTRY STORE, INC | brhc10017513_ex31-1.htm |
| EX-10.2 - EXHIBIT 10.2 - CRACKER BARREL OLD COUNTRY STORE, INC | brhc10017513_ex10-2.htm |
Exhibit 10.3
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (this “Amendment”) is entered into as of November 11, 2020, (the “Effective Date”) by and between the entities set forth on Schedule 1, each a Delaware limited liability company (collectively, “Landlord”), and
CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation, CBOCS WEST, INC., a Nevada corporation, CBOCS TEXAS, LLC, a Tennessee limited liability company, and
CBOCS PROPERTIES, INC., a Michigan corporation (collectively, “Tenant”).
RECITALS
| A. |
Landlord and Tenant are parties to that certain Amended and Restated Master Lease Agreement, dated August 4, 2020, by and between Landlord and Tenant (as amended, the “Lease”).
|
| B. |
Landlord and Tenant desire to sever the Lease into two leases to facilitate Landlord’s financing of the Property by removing the Sites set forth on Exhibit C attached hereto and made a part
hereof (the “Assigned Sites”) from the Lease and entering into that certain Master Lease Agreement (the “Assigned Lease”), dated as of the date hereof, by and
between the entities set forth on Exhibit C, each a Delaware limited liability company, as landlord (collectively, “Assigned Landlord”) and CRACKER
BARREL OLD COUNTRY STORE, INC., a Tennessee corporation, CBOCS WEST, INC., a Nevada corporation, CBOCS TEXAS, LLC, a Tennessee limited liability company, and
CBOCS PROPERTIES, INC., a Michigan corporation (collectively, “Assigned Tenant”).
|
| C. |
Landlord and Tenant are entering into this Amendment and Assigned Landlord and Assigned Tenant are entering into the Assigned Lease to sever, amend and restate the Lease in its entirety.
|
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
| 1. |
Recitals; Defined Terms: The recitals are hereby incorporated as if fully set forth herein. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Lease.
|
| 2. |
Amendments: The Lease is hereby amended as follows:
|
| (i) |
Schedule 1(E): Schedule 1(E) of the Lease is hereby deleted in its entirety and replaced the Exhibit 1(E) attached hereto.
|
| (ii) |
Exhibit A: Exhibit A of the Lease is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
|
| (iii) |
Exhibit B-1: Exhibit B-1 of the Lease is hereby amended to remove the Sites described on Exhibit B attached hereto and made a part hereof.
|
| (iv) |
Exhibit B-2: Exhibit B-2 of the Lease is hereby amended to remove the Sites described on Exhibit C attached hereto and made a part hereof.
|
| (v) |
Exhibit F: Exhibit F of the Lease is hereby deleted in its entirety and replaced with Exhibit D attached hereto.
|
| (vi) |
Security Deposit: The first sentence of Section 5.E of the Lease is hereby deleted in its entirety and replaced with the following: “Tenant has deposited with Landlord an amount equal to eighteen million four hundred sixty-three
thousand two hundred seventy-eight and 12/100 Dollars ($18,463,278.12) (the “Security Deposit”) to secure Tenant’s obligations under this Lease.” Within five (5) Business Days following the Effective
Date Tenant shall deliver a replacement Letter of Credit to Lender in an amount equal to the Security Deposit.
|
| (vii) |
Schedule 19.B: Schedule 19.B of the Lease is hereby deleted in its entirety.
|
| (viii) |
Sections 11 and 12: Any reference to “the date hereof” in Section 11 and Section 12 of the Lease is hereby deleted and replaced with “the respective Commencement Date”
|
| (ix) |
Section 21.A: Section 21.A of the Lease is hereby deleted in its entirety and replaced with the following:
|
“A. This Lease shall be fully assignable by the Landlord or its successors and assigns, in whole or in part in
connection with Landlord’s sale or transfer of its interest in a Site. In the event that from time to time Landlord desires to sever and partially assign its interest in the Lease with respect to one or more of the Sites in their entirety, then
(a) the Base Rent allocated to any Sites covered by the partial assignment (the “Allocated Base Rent Amount”) shall be equal to the product of the Applicable Rent Reduction Percentage for such Sites and the
then current Base Rent, (b) Landlord and Tenant shall within ten (10) Business Days of written request (the “Landlord Severance Notice”) by Landlord enter into (i) a lease modification agreement in the form
attached hereto as Exhibit G-1 (each a “Lease Modification Agreement”), (ii) a new lease agreement covering such assigned Sites in substantially the form
attached hereto as Exhibit G-2 (each a “New Lease”), and (iii) a landlord assignment and assumption of lease agreement with respect to such New Lease so
assigned in the form reasonably required by Landlord’s assignee (each a “Landlord Assignment Agreements”, together with the Lease Modification Agreement and the New Lease, collectively, with respect to each
Site or Sites being transferred, the “Lease Transfer Documents”); (c) upon the assignment by Landlord, in accordance with the Lease Modification Agreement this Lease shall be amended to exclude any such Sites
the subject of such partial assignment from the Lease, and the Base Rent hereunder shall be reduced by the Allocated Base Rent Amount and such other reasonably required modifications; and (d) the Base Rent payable under the assigned lease will
equal the Allocated Base Rent Amount. In such event, each party shall deliver original executed counterparts of the Lease Transfer Documents to the party designated by Landlord within ten (10) Business Days of delivery of the Landlord Severance
Notice. In addition, Tenant and Landlord shall execute and deliver to the other, any other instruments and documents reasonably requested by Landlord or Tenant and reasonably approved by the other in connection with the sale or assignment
including without limitation, SNDAs and/or memorandum of leases. In addition, Tenant agrees to cooperate reasonably with Landlord in connection with any such sale or assignment at no cost or expense of or additional liability or adverse effect to,
Tenant. From and after the effective date of any such Landlord Assignment Agreement, Landlord will be released from any liability thereafter accruing with respect to the Sites covered thereby and such assignee shall be deemed to have assumed all
such liabilities. In the event of a transfer by Landlord under this Section 21.A, the Security Deposit shall be reduced on a pro-rata basis to correspond with the adjusted Allocated Base Rent Amount as set forth in the applicable Lease
Modification Agreement and refunded to Tenant or Tenant may elect to post a replacement Letter of Credit in such lesser amount. Following the effective date of any such transfer the cross-default provisions of this Lease shall be deemed null and
void with respect to such transferred Sites.”
| (x) |
Assignment: The penultimate sentence of Section 21.D of the Lease is hereby deleted and replaced with the following: “Except as expressly released by the terms of this Lease or otherwise expressly agreed to by Landlord in writing
in conjunction therewith, no Transfer shall relieve Tenant of its obligations under this Lease, it being understood that the initial Tenant under this Lease always shall remain liable and responsible for the obligations of the tenant
hereunder.”
|
| (xi) |
Form of Lease Modification Agreement: Exhibit E attached hereto and made a part hereof, is hereby attached to the Lease as Exhibit G-1.
|
| (xii) |
Form of New Lease: Exhibit F attached hereto and made a part hereof, is hereby attached to the Lease as Exhibit G-2.
|
| (xiii) |
Section 21.F: The reference to “the date hereof” in Section 21.F of the Lease is hereby deleted and replaced with “July 29, 2020”.
|
| (xiv) |
Section 44: Section 44 of the Lease is hereby deleted in its entirety and replaced with the following:
|
“44. BROKERS/CONSULTANTS. Tenant warrants that it has had no
dealings with any broker, agent or consultant in connection with this Lease other than Asset Finance Ltd., LLC (“Consultant”), whose fee has been paid by Tenant prior to the Commencement Date. Tenant covenants and agrees to pay, hold harmless and
indemnify Landlord and Landlord Mortgagee for any compensation, commissions and charges claimed by any other broker, agent or consultant with respect to this Lease, based on Tenant’s actions. Landlord warrants that it has had no dealings with any
other broker or agent in connection with this Lease other than Consultant. Landlord covenants and agrees to pay, hold harmless and indemnify Tenant for any compensation, commissions and charges claimed by any other broker or agent with respect to
this Lease, based on Landlord’s actions.”
| (xv) |
Local Law Provisions: Section 49.B, Section 49.E, Section 49.F, Section 49.G, Section 49.H, Section 49.K and Section 49.L of the Lease are hereby deleted in their entirety.
|
| 3. |
Future Transfer of Properties. Landlord and Tenant hereby acknowledge and agree that Landlord shall have the right, at its election, to remove one or more of the Sites set forth on Exhibit __attached hereto and made a
part hereof (the “Tranche 2 Sites”) from the Lease and thereafter the Tranche 2 Sites shall be added to the Assigned Lease. Upon written request from Landlord, Landlord and Tenant shall enter into an
amendment to the Lease reasonably acceptable to Landlord and Tenant removing such Tranche 2 Sites therefrom and shall (and shall cause any of their respective affiliates that are parties to the Assigned Lease to) enter into an amendment to
the Assigned Lease reasonably acceptable to Landlord and Tenant to add such Tranche 2 Sites to the Assigned Lease.
|
| 4. |
Affirmation of Lease. Except as expressly provided herein, the Lease shall remain unchanged and in full force and effect; provided, that to the extent this Amendment conflicts with the Lease, the provisions of this Amendment shall
control.
|
| 5. |
Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument.
Delivery of an executed counterpart of this Amendment by electronic means shall be equally as effective as delivery of a manually executed original counterpart of this Amendment.
|
| 6. |
Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the respective parties hereto.
|
| 7. |
Entire Agreement. This Amendment contains the entire agreement between the parties hereto with respect to the subject matter of this Amendment, and supersedes all prior understandings, agreements and representations, if any, with
respect to such subject matter.
|
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above mentioned.
|
LANDLORD:
|
||
|
CB PORTFOLIO OWNER LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CB PORTFOLIO OWNER LLC, a Delaware limited liability company, on behalf of such
company. This is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBCOTN002 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBCOTN002 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBMUTN001 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBMUTN001 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBCRTN001 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBCRTN001 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBCOTN001 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBCOTN001 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBPFTN001 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBPFTN001 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
CBPFTN001 LLC,
|
||
|
a Delaware limited liability company
|
||
|
By:
|
/s/ James Hennessey
|
|
|
Name:
|
James Hennessey
|
|
|
Title:
|
Authorized Representative
|
|
STATE OF ILLINOIS
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF COOK
|
)
|
The foregoing instrument was acknowledged before me this 11 day of November 2020 by James Hennessey the Authorized Representative of CBMOTN001 LLC a Delaware limited liability company, on behalf of such company. This
is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Heather Patricia Bear
|
|
|
Notary Public
|
|
TENANT:
|
||
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CRACKER BARREL OLD COUNTRY STORE, INC.,
|
||
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a Tennessee corporation
|
||
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By:
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/s/ Richard Wolfson
|
|
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Name:
|
Richard Wolfson
|
|
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Title:
|
Authorized Signatory
|
|
STATE OF TENNESSEE
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF WILLIAMSON
|
)
|
The foregoing instrument was acknowledged before me this 12th day of November 2020 by Richard Wolfson the Authorized Signatory of CRACKER BARREL OLD COUNTRY STORE, INC., a Tennessee corporation, on behalf of such
corporation. This is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Mary Clifton
|
|
|
Notary Public
|
|
CBOCS WEST, INC.,
|
||
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a Nevada corporation
|
||
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By:
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/s/ Richard Wolfson
|
|
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Name:
|
Richard Wolfson
|
|
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Title:
|
Authorized Signatory
|
|
STATE OF TENNESSEE
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF WILLIAMSON
|
)
|
The foregoing instrument was acknowledged before me this 12th day of November 2020 by Richard Wolfson the Authorized Signatory of CBOCS WEST, INC., a Nevada corporation, on behalf of such corporation. This is an
acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Mary Clifton
|
|
|
Notary Public
|
|
CBOCS TEXAS, LLC,
|
||
|
a Tennessee limited liability company
|
||
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By:
|
/s/ Richard Wolfson
|
|
|
Name:
|
Richard Wolfson
|
|
|
Title:
|
Authorized Signatory
|
|
STATE OF TENNESSEE
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF WILLIAMSON
|
)
|
The foregoing instrument was acknowledged before me this 12th day of November 2020 by Richard Wolfson the Authorized Signatory of CBOCS TEXAS, LLC, a Tennessee limited liability company, on behalf of such company.
This is an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Mary Clifton
|
|
|
Notary Public
|
|
CBOCS PROPERTIES, INC.,
|
||
|
a Michigan corporation
|
||
|
By:
|
/s/ Richard Wolfson
|
|
|
Name:
|
Richard Wolfson
|
|
|
Title:
|
Authorized Signatory
|
|
STATE OF TENNESSEE
|
)
|
|
|
)
|
SS.
|
|
|
COUNTY OF WILLIAMSON
|
)
|
The foregoing instrument was acknowledged before me this 12th day of November 2020 by Richard Wolfson the Authorized Signatory of CBOCS PROPERTIES, INC., a Michigan corporation, on behalf of such corporation. This is
an acknowledgement, and no oath or affirmation was administered to the signer of this instrument.
|
/s/ Mary Clifton
|
|
|
Notary Public
|
SCHEDULE 1
LANDLORD ENTITIES
|
Landlord
|
|
|
CB Portfolio Owner LLC
|
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CBFRPA001 LLC
|
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CBHAPA001 LLC
|
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CBHBPA001 LLC
|
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CBNSPA001 LLC
|
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CBJCTN001 LLC
|
|
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CBMOTN001 LLC
|
|
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CBPFTN001 LLC
|
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CBCLTN001 LLC
|
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CBCOTN002 LLC
|
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CBCOTN001 LLC
|
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CBCRTN001 LLC
|
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CBJATN001 LLC
|
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CBLATN001 LLC
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CBLCTN001 LLC
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CBMUTN001 LLC
|
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CBSMTN001 LLC
|
SCHEDULE 1(E)
RENEWAL TERMS
|
Address
|
City
|
State
|
# of Fixed
Renewal
Terms
|
# of FMV
Renewal Terms
|
||||
|
1.
|
9191 Boyd-Cooper Pkwy.
|
Montgomery
|
AL
|
6
|
4
|
|||
|
2.
|
3431 Ross Clark Circle
|
Dothan
|
AL
|
6
|
4
|
|||
|
3.
|
181 Interstate Dr
|
Greenville
|
AL
|
6
|
4
|
|||
|
4.
|
220 Leon Smith Parkway
|
Oxford
|
AL
|
6
|
4
|
|||
|
5.
|
431 Hwy 71 North
|
Alma
|
AR
|
6
|
4
|
|||
|
6.
|
1022 South 48th St.
|
Springdale
|
AR
|
6
|
4
|
|||
|
7.
|
1600 N 6TH Street
|
W. Memphis
|
AR
|
6
|
4
|
|||
|
8.
|
2281 E Florence Blvd.
|
Casa Grande
|
AZ
|
6
|
4
|
|||
|
9.
|
5022 E Chandler Blvd
|
Chandler
|
AZ
|
6
|
4
|
|||
|
10.
|
2560 E. Lucky Lane
|
Flagstaff
|
AZ
|
6
|
4
|
|||
|
11.
|
3520 Stockton Hill Rd
|
Kingman
|
AZ
|
6
|
4
|
|||
|
12.
|
16845 North 84th Avenue
|
Peoria
|
AZ
|
6
|
4
|
|||
|
13.
|
21611 N. 26th Avenue
|
Phoenix
|
AZ
|
6
|
4
|
|||
|
14.
|
8400 N Cracker Barrel Rd
|
Marana
|
AZ
|
6
|
4
|
|||
|
15.
|
4735 Elizabeth St North
|
Pueblo
|
CO
|
6
|
4
|
|||
|
16.
|
155 N. Krome Avenue
|
Florida City
|
FL
|
6
|
4
|
|||
|
17.
|
4001 S.W. 43rd Street
|
Gainesville
|
FL
|
4
|
6
|
|||
|
18.
|
502 Chaffee Point Road
|
Jacksonville
|
FL
|
6
|
4
|
|||
|
19.
|
4343 Lakeland Park Drive
|
Lakeland
|
FL
|
5
|
5
|
|||
|
20.
|
3845 Tollgate Blvd.
|
Naples
|
FL
|
5
|
5
|
|||
|
21.
|
8050 Lavelle Way
|
Pensacola
|
FL
|
5
|
5
|
|||
|
22.
|
4745 Helen Hauser Blvd.
|
Titusville
|
FL
|
6
|
4
|
|||
|
23.
|
4758 Lanier Islands Parkway
(Friendship Road)
|
Buford
|
GA
|
6
|
4
|
|||
|
24.
|
715 Transit Ave.
|
Canton
|
GA
|
6
|
4
|
|||
|
25.
|
527 Bullsboro Drive
|
Newnan
|
GA
|
6
|
4
|
|||
|
26.
|
138 Eisenhower Drive
|
Commerce
|
GA
|
6
|
4
|
|||
|
27.
|
1200 BOONE AVE
|
Kingsland
|
GA
|
6
|
4
|
|||
|
28.
|
1000 HWY 80 E
|
Pooler
|
GA
|
6
|
4
|
|
Address
|
City
|
State
|
# of Fixed
Renewal
Terms
|
# of FMV
Renewal Terms
|
|
29.
|
4350 East Southport Road
|
Indianapolis
|
IN
|
4
|
6
|
|||
|
30.
|
4984 Kay Bee Dr.
|
Gas City
|
IN
|
6
|
4
|
|||
|
31.
|
1898 N. Morristown Rd.
|
Shelbyville
|
IN
|
6
|
4
|
|||
|
32.
|
995 E. 61st North
|
Park City
|
KS
|
6
|
4
|
|||
|
33.
|
1960 Mel Browning Street
|
Bowling Green
|
KY
|
4
|
6
|
|||
|
34.
|
800 Happy Valley Street
|
Cave City
|
KY
|
6
|
4
|
|||
|
35.
|
5311 Frederica St
|
Owensboro
|
KY
|
6
|
4
|
|||
|
36.
|
2313 South Tanger Blvd.
|
Gonzales
|
LA
|
6
|
4
|
|||
|
37.
|
1795 Andover St.
|
Tewksbury
|
MA
|
6
|
4
|
|||
|
38.
|
1440 Handlir Drive
|
Bel Air
|
MD
|
6
|
4
|
|||
|
39.
|
4340 Kenowa Avenue
|
Grandville
|
MI
|
6
|
4
|
|||
|
40.
|
30750 Little Mack Road
|
Roseville
|
MI
|
6
|
4
|
|||
|
41.
|
915 N. Woodbine Road
|
St. Joseph
|
MO
|
6
|
4
|
|||
|
42.
|
128 St. Robert Blvd.
|
St Robert
|
MO
|
6
|
4
|
|||
|
43.
|
6659 Hwy 49
|
Hattiesburg
|
MS
|
6
|
4
|
|||
|
44.
|
6420 Sessions Court
|
Clemmons
|
NC
|
6
|
4
|
|||
|
45.
|
7809 Lyles Lane
|
Concord
|
NC
|
6
|
4
|
|||
|
46.
|
4402 Landview Drive
|
Greensboro
|
NC
|
5
|
5
|
|||
|
47.
|
955 Airport Blvd
|
Morrisville
|
NC
|
6
|
4
|
|||
|
48.
|
21 Van Campen Blvd
|
Wilmington
|
NC
|
6
|
4
|
|||
|
49.
|
5199 NC Highway 42 W
|
Garner
|
NC
|
6
|
4
|
|||
|
50.
|
1717 Nc Highway 67
|
Jonesville
|
NC
|
6
|
4
|
|||
|
51.
|
123 Regency Center Drive
|
Mooresville
|
NC
|
6
|
4
|
|||
|
52.
|
6700 North 27th Street
|
Lincoln
|
NE
|
6
|
4
|
|||
|
53.
|
172 Howard Blvd.
|
Mount Arlington
|
NJ
|
6
|
4
|
|||
|
54.
|
1240 Route 73
|
Mount Laurel
|
NJ
|
6
|
4
|
|||
|
55.
|
14 Frontage Road
|
Clinton
|
NJ
|
6
|
4
|
|||
|
56.
|
110 Hancock Lane
|
Westampton,
|
NJ
|
6
|
4
|
|||
|
57.
|
5700 Redlands Rd. NW
|
Albuquerque
|
NM
|
6
|
4
|
|||
|
58.
|
615 Ring Road
|
Harrison
|
OH
|
6
|
4
|
|||
|
59.
|
4901 N.E. 122nd Street
|
Edmond
|
OK
|
6
|
4
|
18
|
Address
|
City
|
State
|
# of Fixed
Renewal
Terms
|
# of FMV
Renewal Terms
|
|
60.
|
8008 E. 31st Street
|
Tulsa
|
OK
|
6
|
4
|
|||
|
61.
|
956 Schuylkill Mall
|
Frackville
|
PA
|
2
|
8
|
|||
|
62.
|
1140 Kinley Road
|
Irmo
|
SC
|
6
|
4
|
|||
|
63.
|
8 Factory Shops Blvd
|
Gaffney
|
SC
|
|||||
|
64.
|
2285 Parkway
|
Pigeon Forge
|
TN
|
6
|
4
|
|||
|
65.
|
1534 Bear Creek Pike
|
Columbia
|
TN
|
6
|
4
|
|||
|
66.
|
1295 S Walnut Avenue
|
Cookeville
|
TN
|
6
|
4
|
|||
|
67.
|
23 Executive Drive
|
Crossville
|
TN
|
4
|
6
|
|||
|
68.
|
9649 East Davies Plantation Rd
|
Lakeland
|
TN
|
6
|
4
|
|||
|
69.
|
325 Ft Loudoun Medical Cent Dr
|
Lenoir City
|
TN
|
6
|
4
|
|||
|
70.
|
138 Chaffin Place
|
Murfreesboro
|
TN
|
5
|
5
|
|||
|
71.
|
18151 Katy Freeway
|
Houston
|
TX
|
6
|
4
|
|||
|
72.
|
3302 St. Michaels Drive
|
Texarkana
|
TX
|
6
|
4
|
|||
|
73.
|
1323 N. Central Expressway
|
Allen
|
TX
|
6
|
4
|
|||
|
74.
|
4300 South Bowen Road
|
Arlington
|
TX
|
6
|
4
|
|||
|
75.
|
3110 Briarcrest Dr
|
Bryan
|
TX
|
6
|
4
|
|||
|
76.
|
550 Old San Antonio Road
|
Buda
|
TX
|
6
|
4
|
|||
|
77.
|
1301 League Line Road
|
Conroe
|
TX
|
6
|
4
|
|||
|
78.
|
4008 N I-35
|
Denton
|
TX
|
6
|
4
|
|||
|
79.
|
201 E Central TX Expy
|
Harker Heights
|
TX
|
6
|
4
|
|||
|
80.
|
231 Gulf Freeway South
|
League City
|
TX
|
6
|
4
|
|||
|
81.
|
3817 W Expressway 83
|
McAllen
|
TX
|
6
|
4
|
|||
|
82.
|
2350 IH 35 N
|
Round Rock
|
TX
|
6
|
4
|
|||
|
83.
|
11030 I H 10 W
|
San Antonio
|
TX
|
6
|
4
|
|||
|
84.
|
4321 IH 35 S
|
San Marcos
|
TX
|
6
|
4
|
|||
|
85.
|
12401 Red Water Creek Road
|
Chester
|
VA
|
6
|
4
|
|||
|
86.
|
4700 Portsmouth Boulevard
|
Chesapeake
|
VA
|
6
|
4
|
|||
|
87.
|
3620 Mayland Court
|
Richmond
|
VA
|
6
|
4
|
|||
|
88.
|
3 Cracker Barrel Drive
|
Barboursville
|
WV
|
6
|
4
|
|||
|
89.
|
2206 Pleasant Valley Road
|
Fairmont
|
WV
|
6
|
4
|
|||
|
90.
|
2112 Harper Road
|
Beckley
|
WV
|
6
|
4
|
|
91.
|
11 Goff Xing
|
Cross Lanes
|
WV
|
6
|
4
|
19
EXHIBIT A
EXHIBIT A
TO
LEASE AGREEMENT
BASE RENT SCHEDULE
REDACTED
EXHIBIT B
PREMISES
|
Address:
|
| Square |
|
Legal Description:
|
EXHIBIT C
REDACTED
EXHIBIT D
EXHIBIT F
TO
LEASE AGREEMENT
FORM OF SEPARATE LEASE
EXHIBIT E
EXHIBIT G-1
TO
LEASE AGREEMENT
FORM OF LEASE MODIFICATION AGREEMENT
EXHIBIT F
EXHIBIT G-2
TO
LEASE AGREEMENT
FORM OF NEW LEASE
EXHIBIT G
TRANCHE 2 SITES
REDACTED