STATE OF NORTH CAROLINA,
LEASE
-----
COUNTY OF MECKLENBURG.
THIS LEASE AGREEMENT, Made and entered into in duplicate originals as of
the 23rd day of October, 1979, by and between ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
"Landlord") and wife ▇▇▇▇▇▇ ▇▇▇▇▇, of Mecklenburg County, North Carolina, and
TOWN AND COUNTRY FORD, INCORPORATED, a North Carolina corporation (hereinafter
called "Tenant");
W I T N E S S E T H :
The Landlord, for and in consideration of the rents, covenants, agreements
and stipulations hereinafter mentioned, reserved and contained, to be paid, kept
and performed by the Tenant, has leased, let and demised, and by these presents
does lease, let and demise unto the said Tenant, and the Tenant hereby agrees to
lease, let and demise and take upon the terms and conditions which hereinafter
appear, the following described premises, to-wit:
The land this day leased and demised (hereinafter called the "demised
premises") is shown on plat of survey for ▇▇▇▇▇▇ ▇▇▇▇▇ containing 12.484
acres prepared by ▇. ▇. ▇▇▇▇▇ & Associates, N.C. R.L.S., dated September 6,
1979, and more particularly described on Addendum A attached hereto and by
reference thereto made a part hereof.
TO HAVE AND TO HOLD all and singular the demised premises unto the Tenant
for a term commencing December 1, 1979 and terminating at 12:00 midnight on the
31st day of October, 2000.
This Lease is made subject to the following further covenants, agreements
and terms which are mutually agreed upon by and between the parties hereto,
to-wit:
1. ANNUAL RENTAL. The annual rental for the aforesaid demised premises,
buildings and appurtenances during the term of this lease shall be the sum of
Four Hundred Nine Thousand, Two Hundred and no/100 Dollars ($409,200.00), which
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Tenant covenants and agrees to pay to the Landlord, its successors and assigns,
in monthly installments of Thirty-four Thousand One Hundred and no/100 Dollars
($34,100.00) each on the first day of each and every month during the term of
this Lease. All rent shall be paid to Landlord at the address to which notices
to Landlord are given as specified in paragraph 20 hereof.
2. TAXES, INSURANCE, REPAIRS AND MAINTENANCE.
A. Taxes. The Tenant shall pay all taxes and assessments upon the
demised premises, and upon the buildings and improvements thereon, which
are assessed during the Lease term or any extension thereof. All taxes
assessed prior to but payable in whole or in installments after the date of
this Lease Agreement, and all taxes assessed during the term but payable in
whole or in installments after the expiration of the Lease term, or any
extension thereof, shall be adjusted and prorated, so that the Landlord
shall pay its prorated share for the period prior to the date of this Lease
Agreement and for the period subsequent to the expiration of the Lease
Term, or any extension thereof, and the Tenant shall pay its prorated share
in accordance herewith.
B. Property Insurance. The Tenant at Tenant's cost shall maintain in
full force and effect throughout the Lease term, or any extension thereof,
on the buildings and other improvements located upon the demised premises,
(1) policy or policies of standard fire and extended coverage
insurance, with vandalism, malicious mischief and tornado
endorsements, to the extent of at least ninety per cent (90%) of
full replacement value, and
(2) policy or policies of rental and rental value insurance coverage
in an amount at least adequate to cover six (6) months of
principal and interest installments due on the indebtedness
secured by the first lien deed of trust upon the demised premises
together with one-twelfth (1/12) of the annual real estate taxes
and insurance expenses incurred for a period of at least twelve
(12) months.
All such insurance policy or policies required by this Lease Agreement
shall be in such form, in such amounts and with such companies as shall be
satisfactory to and approved by Landlord and the holder of the indebtedness
secured by first lien deed of trust upon the demised premises. Tenant shall
provide such insurance as it desires for its property located upon the
demised premises.
C. Indemnity and Liability Insurance. The Tenant shall indemnify and
save harmless the Landlord from and against any and all liability,
penalties, damages, expenses and judgments by reason of any injury or claim
of injury to persons or property arising out of the alleged negligence of
the Tenant, its agents, employees and invitees in the use, occupation or
control of the demised premises by
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the Tenant. The Tenant agrees to keep in force such insurance policy or
policies in such form and with such companies as shall be satisfactory to
and approved by Landlord and the holder of the indebtedness secured by
first lien deed of trust upon the premises, covering public liability,
claims for personal injury, bodily injury, including death, and property
damage, under a policy or policies of general public liability insurance,
with coverage limits of not less than Five Hundred Thousand Dollars
($500,000) per person and $1,000,000 per occurrence, and property damage
limits of not less than $500,000. The Tenant shall be obligated to defend
any suit or claim, whether justified or not, brought against the Landlord
by any person whatever, arising out of the use of the premises by the
Tenant, and should the Tenant fail to defend such suit or claim upon
request by the Landlord, then the Landlord may defend said suit or claim at
the expense of Tenant.
D. Repairs and Maintenance. Landlord shall, throughout the Lease term
or any extension thereof, maintain the outside walls of the buildings
located upon the demised premises. Tenant shall, throughout the Lease term
or any extension thereof, at its sole expense, keep and maintain any other
portions of the demised promises in good order and repair. Tenant shall
deliver up the said demised premises to the Landlord at the end of the
Lease term, or any extension thereof, or the said Lease's sooner
termination, in as good order and repair as the same is at the time of the
commencement of the Tenant's occupancy, damage or destruction by fire,
windstorm or other casualty and ordinary wear and tear excepted. Tenant
shall not be required to make repairs to outside walls unless the condition
necessitating the repairs was caused by Tenant, its employee(s) or its
invitee(s).
On default of the Tenant in making such repairs or replacements, the
Landlord may, but shall not be required to, make such repairs and
replacements for the Tenant's account, and the expense thereof shall
constitute and be collectible as additional rent.
E. Waiver of Subrogation. Notwithstanding anything to the contrary in
any other provisions of this Lease, Landlord and Tenant covenant and agree
that: (i) Each is hereby released from liability to the other on account of
any loss or damage occurring during the term of this Lease to the extent
that such loss or damage is covetable by insurance whether or not the same
is caused in whole or in part by Landlord or Tenant and whether or not
attributable to the negligence of Landlord or Tenant; and (ii) there shall
be no subrogation of any insurer; provided,
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however, that the mutual release of liability and provision for no
subrogation shall not be operative in any case where the effect thereof is
to invalidate any insurance coverage or increase the cost thereof, but each
party procuring insurance under this Lease shall be obligated to use its
best efforts to obtain policies permitting waiver of subrogation without
additional cost, and if such waiver causes an increase in cost,
nevertheless to procure such waiver if the other party agrees to pay any
increase in cost.
3. FIRE OR OTHER CASUALTY LOSSES -- RESTORATION OF PREMISES. In case of
damage to or destruction of the demised premises by fire, windstorm or other
casualty to such an extent as to render them untenantable, Landlord may, by
written notice to the Tenant given within thirty (30) days after such damage or
destruction, (i) elect to terminate the Lease, or (ii) elect to repair or
rebuild the improvements. If the damage is not such as to render the premises
untenantable or if the Landlord elects to rebuild, the Landlord at its expense
shall repair the damage with reasonable dispatch; and if the damage has rendered
the demised premises untenantable, in whole or in part, there shall be an
abatement and apportionment of the annual rental until the damage has been
repaired to the extent that the Tenant's activities are curtailed in the damaged
portion of the building complex upon the demised premises. In determining what
constitutes reasonable dispatch, consideration shall be given to delays caused
by strikes, adjustments of insurance, and other causes beyond the Landlord's
control.
4. EMINENT DOMAIN. If the demised premises, or any part thereof, shall be
taken in any proceeding by the public authorities by condemnation, threat of
condemnation, or otherwise, for any public or quasi-public use, Tenant shall be
entitled to an abatement of the rent hereinabove reserved to the Landlord based
upon the extent to which such taking causes a curtailment of the Tenant's
business and activities upon the demised premises. If twenty-five percent (25%)
of the parking lot area or ten percent (10%) of the total improved building area
of the demised premises shall be taken in any proceeding by the public
authorities by condemnation, threat of condemnation or otherwise, for any public
or quasi-public use, the Tenant may at its option forthwith cancel this Lease as
of the date upon which such taking shall become finally effective. All damages
for the taking of any portion
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of the demised premises shall belong to the Landlord, without prejudice,
however, to such rights, if any, as the Tenant may have to claim from the
condemning authority any damage suffered by it to its leasehold interest or
leasehold improvements as the result of such taking.
5. ASSIGNMENT OR SUBLETTING. Tenant may not sublet the demised premises or
any portion thereof or assign this Lease for the whole or any part of the term
hereof without the consent of the Landlord, which consent may not be
unreasonably withheld. In the event of any such subletting or assignment, Tenant
shall, nevertheless, be and remain bound for the payment of all rentals as and
when each shall become due and payable hereunder and for the carrying out and
performing of all of the other covenants and agreements on the part of the
Tenant to be done and performed hereunder, unless Landlord shall specifically
agree to the contrary.
6. USE OF PREMISES; COMPLIANCE WITH REGULATIONS, ORDINANCES, ETC. Tenant
agrees that it will not use the demised premises, nor will it suffer or permit
the same to be used, for any other purpose other than an automobile sales and
service establishment, including but not limited to, the sales and service of
all types of motor vehicles, tractors, farm machinery and equipment, the sale of
such merchandise as is sold ordinarily by an automobile dealer, and other
purposes incidental to an automobile sales and service establishment, or for any
other lawful purpose which the Landlord has approved in writing and which
approval shall not be unreasonably withheld. The Tenant shall, throughout the
Lease term or any extension thereof, and at no expense whatsoever to the
Landlord, promptly comply, or cause compliance, with all laws and ordinances and
the orders, rules, regulations and requirements of all Federal, State, County
and municipal governments, and appropriate departments, commissions, boards and
officers thereof, necessitated by Tenant's occupancy and use of the demised
premises. Tenant shall not be required to make structural changes in the
premises in compliance with this paragraph unless necessitated by action of
Tenant, its employee(s) or invitee(s); but Landlord may terminate this Lease on
thirty (30) days' notice if Tenant's use of the property would necessitate any
structural changes and Tenant refuses to make them.
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7. UTILITIES CHARGES AND PERMITS. The Tenant agrees to pay or cause to be
paid all charges for gas, water, sewer, electricity, light, heat, power,
telephone or other communication service or other utility or service used,
rendered or supplied to, upon or in connection with the demised premises
throughout the Lease term or any extension thereof, and to indemnify the
Landlord and save Landlord harmless against any liability or damage on such
account. The Tenant expressly agrees that the Landlord is not, nor shall
Landlord be, required to furnish the Tenant or any other occupant of the demised
premises, during the Lease term or any extension thereof, any water, sewer, gas,
heat, electricity, light, power or any other facilities, equipment, labor,
materials, or services of any kind whatsoever.
8. INDEMNITY PROVISIONS. The Tenant covenants and agrees, at its sole cost
and expense, to indemnify and save harmless the Landlord against and from any
and all claims by or on behalf of any person, firm or corporation, arising from
the conduct or management of or from any work or thing whatsoever done in or
about the demised premises during the Lease term or any extension thereof, and
further to indemnify and save the Landlord harmless against and from any and all
claims arising from any condition on the demised premises, or arising from any
breach or default on the part of the Tenant in the performance of any covenant
or agreement on the part of the Tenant to be performed, pursuant to the terms of
this Lease, or arising from any act or negligence of the Tenant, or any of its
agents, contractors, servants, employees or licensees, or arising from any
accident, injury or damage whatsoever caused to any person, firm or corporation
(other than those caused by the Landlord or its servants and employees)
occurring during the Lease term or any extension thereof, in or about the
demised premises, and from and against all costs, counsel fees, expenses and
liabilities incurred in or about any such claim, action or proceeding brought
thereon; and in case any action or proceeding be brought against the Landlord by
reason of any such claim, the Tenant upon notice from the Landlord covenants to
resist or defend any such action or proceeding by counsel satisfactory to
Landlord.
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The Tenant further covenants and agrees that the Landlord shall not be
responsible or liable to the Tenant, or any person, firm or corporation claiming
by, through or under the Tenant for, or by reason of, any defect in the demised
premises, or from any injury or lose or damage to person or property resulting
therefrom, and the Landlord shall not be responsible or liable to the Tenant, or
any person, firm or corporation claiming by, through or under the Tenant, for
any injury, loss or damage to any persons or to the demised premises, or to any
property of the Tenant, or of any other person, contained in or upon the demised
premises, caused by or arising from any defect whatsoever, or by or from any
injury or damage caused by, arising or resulting from lightning, wind, tempest,
water, snow or ice, in, upon or coming through or falling from the roof, or by
or from other actions of the elements, or from any injury or damage caused by or
arising, or resulting from acts of negligence of any occupant or occupants
(other than the Landlord and its servants and employees) of adjacent, contiguous
or neighboring premises, or any other cause whatsoever.
The foregoing indemnity provisions shall not apply to losses occasioned by
the negligence of Landlord or its employees.
9. ALTERATIONS. The Tenant agrees that it will make no structural
alterations to the building or buildings now or hereafter erected upon the
demised premises. The Tenant further agrees that it will not make any other
alterations which would change the character of said building or buildings, or
which would weaken or impair the structural integrity, or lessen the value of
said building or buildings. The Tenant may make non-structural alterations, but
it must remove same (and repair any damage caused thereby) on Landlord's request
at the termination of the Lease.
10. DEFAULT. If Tenant should become and remain for fifteen (15) days in
default in the payment of rent as and when the same shall become due and payable
hereunder, or should became and remain for thirty (30) days in default in the
performance of any of the terms or covenants of this Lease on its part to be
done after Landlord shall have given Tenant notice of such default in writing,
or if Tenant should be
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adjudged bankrupt or if a permanent receiver should be appointed to take charge
of the business and affairs of Tenant by reason of the Tenant's insolvency, then
in any one or more of such events, Landlord shall have the right to terminate
and cancel this Lease by giving Tenant five (5) days' written notice thereof and
take possession of said premises without prejudice to any other legal remedy it
may have.
The Tenant covenants and agrees that if it shall at any time fail to pay
any taxes or other charges or to pay for any insurance policies as provided for
herein which the Tenant is obligated to make or perform under this Lease, then
the Landlord may, but shall not be obligated so to do, after ten (10) days'
notice to and demand upon the Tenant and without waiving, or releasing the
Tenant from, any obligations of the Tenant in this lease contained, pay any such
taxes or charges, effect any such insurance coverage and pay premiums therefor,
and may make any other payment or perform any other act which the Tenant is
obligated to perform under this Lease, in such manner and to such extent as
shall be necessary and, in exercising any such rights, pay necessary and
incidental costs and expenses, employ counsel and incur and pay reasonable
attorneys' fees. All sums so paid by the Landlord and all necessary and
incidental costs and expenses in connection with the performance of any such act
by the Landlord together with interest thereon at the rate of eight percent (8%)
per annum from the date of the making of such expenditure by the Landlord, shall
be deemed additional rental hereunder, and, except as otherwise in this Lease
expressly provided, shall be payable to the Landlord on demand or at the option
of the Landlord may be added to any rent then due or thereafter becoming due
under this Lease, and the Tenant covenants to pay any such sum or sums with
interest as aforesaid, and the Landlord shall have (in addition to any other
right or remedy of the Landlord) the same rights and remedies in the event of
the non-payment thereof by the Tenant as in the case of default by the Tenant in
the payment of rent.
11. WARRANTY OF TITLE AND QUIET ENJOYMENT. Landlord covenants and warrants
that it is lawfully seized of the demised premises and has good, right, and
lawful authority to enter into this Lease Agreement for the full term aforesaid
(and any extension hereof), and that the Landlord will put the Tenant in actual
possession of
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the demised premises on the commencement date hereinabove referred to. Landlord
further covenants and agrees that the Tenant, on paying the annual rental and
observing and keeping the covenants, agreements and stipulations of this Lease
on its past to be kept, shall lawfully, peaceably and quietly hold, occupy and
enjoy the demised preemies during the demised term or any extension thereof
without hindrance, ejection or molestation.
12. TENANT'S FIXTURES AND EQUIPMENT. Tenant may install such fixtures and
equipment in the building or grounds upon the demised premises as it desires, so
long as such do not affect the structural integrity of the buildings, and are
done in a workmanlike manner in keeping with the original construction, and are
in compliance with all laws, rules, regulations and requirements of all
authorities having jurisdiction thereof. Any such fixtures and equipment shall
remain the exclusive property of the Tenant, and the Tenant shall have the right
at any time, provided it is not in default under this Lease Agreement, to remove
any and/or all of such fixtures and equipment; provided, however, that the
Tenant shall repair any damage to the demised premises occasioned by the removal
of its fixtures and equipment and shall restore the premises to substantially
the same condition in which it was at the time Tenant took possession, normal
wear and tear excepted. The fixtures and equipment enumerated on Addendum B
attached hereto and by reference thereto made a part hereof, located upon the
demised premises, are the property of Landlord and shall remain the property of
the Landlord as if a part of the demised premises.
13. INSPECTION OF PREMISES. The Landlord and its representatives shall be
permitted to enter the demised premises at all reasonable times during usual
business hours for purposes of inspecting the demised premises, making any
necessary repairs to the demised premises and performing any work therein which
may be necessary by reason of the Tenant's default under the terms of this
Lease, or exhibiting the demised premises for sale, lease or mortgage financing.
Except in emergency situations, Landlord will give Tenant forty-eight (48) hours
notice of its intention to visit the premises. Nothing herein shall imply any
duty upon the part of the Landlord to do any such work which under any provision
of this Lease the Tenant may be required to perform, and the performance thereof
by the Landlord shall not constitute a waiver of the Tenant's default.
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14. OPTION TO RENEW. The Tenant may, by written notice given to the
Landlord at least one hundred twenty (120) days prior to the expiration of the
original term, elect to extend the Lease for an additional period of twenty (20)
years. In such event rental for such succeeding extension period shall be agreed
upon by the parties at the time of exercise.
15. SUBORDINATION. Tenant shall, upon request by Landlord, subject and
subordinate all or any of its rights under this Lease to any and all deeds of
trust now existing or hereafter placed upon the demised premises; provided,
however, that Tenant will not be disturbed in the use or enjoyment of the
demised premises so long as Tenant is not in default hereunder. Tenant agrees
that this Lease shall remain in full force and effect notwithstanding any
default or foreclosure under any such deed of trust and that it will attorn to
the mortgagee, trustee or beneficiary of any such deed of trust, and their
successors or assigns, and to the purchaser or assignee under any such
foreclosure.
16. SUBORDINATION AND ATTORNMENT AGREEMENTS. Tenant agrees to enter into
such subordination and attornment agreements with the owners and holders of
notes secured by deeds of trust on the demised premises, providing that Tenant
will attorn to and recognize any such owner and holder who acquires possession
of the property through foreclosure or otherwise as successor Landlord under
this Lease and shall promptly execute and deliver any instrument such successor
Landlord may request to evidence such agreement to attorn.
Upon attornment this Lease shall continue in full force and effect as if it
were a direct lease between the successor Landlord and Tenant upon all of the
terms, conditions and covenants as are set forth in this Lease and shall be
applicable after such attornment except that the successor Landlord shall not be
bound by any previous modification of this Lease or by any previous prepayment
of more than one month's rent, unless such modification or prepayment shall have
been expressly approved in writing by the owner and holder of the note secured
by the deed of trust through or by reason of which the successor Landlord shall
have succeeded to the rights of landlord under this Lease. Tenant agrees that it
will not cancel this Lease for reasons other than Landlord's default or amend
this Lease without the prior written consent of the owners and holders of notes
secured by deeds of trust on the demised premises.
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17. CHANGES IN LEASE TO FACILITATE FINANCING. If, in connection with
obtaining financing or refinancing for the project a banking, insurance, or
other recognized institutional lender shall request reasonable modifications in
this Lease as a condition to such financing or refinancing, Tenant will not
unreasonably withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or materially
adversely affect the leasehold interest hereby created or Tenant's use and
enjoyment of the premises.
18. ESTOPPEL LETTERS. Landlord or Tenant, as the case may be, will execute,
acknowledge and deliver to the other, promptly, upon request, a certificate of
Landlord or Tenant, as the case may be, certifying (a) that this Lease is
unmodified and in full force and effect (or, if there have been modifications,
that this Lease is in full force and effect, as modified, and stating the date
of each instrument so modifying this Lease), (b) the dates, if any, to which
basic rent, additional rent and other sums payable hereunder have been paid, and
(c) whether, in the opinion of each signer, any default exists hereunder and, if
any such default exists, specifying the nature and period of existence thereof
and what action Landlord or Tenant, as the case may be, is taking or proposes to
take with respect thereto and whether notice thereof has been given to Landlord.
19. GENERAL PROVISIONS.
(a) The waiver by Landlord of any default or breach of any covenant,
condition or agreement herein shall not be construed to be a waiver of any
subsequent breach of that covenant, condition or agreement. The acceptance of
rent by Landlord with knowledge of the breach of any covenant of this Lease
shall not be deemed a waiver of such breach. No delay or omission of landlord to
exercise any right or power arising from any default on the part of Tenant shall
impair any such right or power, or shall be construed to be a waiver of any such
default or acquiescence thereto.
(b) The parties agree to execute and deliver any instruments in writing
necessary to carry out the agreement, term, condition, or assurance in this
Lease whenever occasion shall arise and request for such instrument shall be
made and both parties agree to execute in recordable form a Memorandum of Lease
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for recording in the Mecklenburg County Public Registry.
(c) This Lease embodies the full agreement of the parties and supersedes,
any and all prior understandings or commitments concerning the subject matter of
this Lease. Any modification or amendment must be in writing and signed by both
parties.
(d) This Lease and the rights of the Landlord and Tenant and Guarantor
hereunder shall be construed and enforced in accordance with the laws of the
State of North Carolina.
(e) In the event that any part or provision of this Lease shall be
determined to be invalid or unenforceable, the remaining parts and provisions of
said Lease which can be separated from the invalid, enforceable provision shall
continue in full force and effect.
(f) Paragraph titles, numbers and captions contained in this Lease are
inserted only as a matter of convenience and for reference, and in no way
define, limit, extend, modify, or describe the scope or intent of this Lease nor
any provision herein.
(g) This Lease shall be binding upon and inure to the benefit of the
parties hereto in accordance with its terms, their assigns, administrators,
successors, estates, heirs and legatees respectively, except as herein provided
to the contrary.
2. NOTICES. Any notice, demand, request, consent, approval or communication
that either party desires or is required to give to the other party or any other
person, including Guarantor and institutional lender, shall be in writing and
either served personally or transmitted by certified mail, postage prepaid, to
the particular party at the address indicated below unless such party shall have
in writing given the other party NOTICE of change of such address. All such
notices shall be deemed given when deposited in the United States Mails
addressed to Tenant or Landlord or other party.
LANDLORDS: ▇▇▇▇▇▇ ▇▇▇▇▇
P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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TENANT: TOWN AND COUNTRY FORD, INCORPORATED
P. O. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
LENDER: NORTH CAROLINA NATIONAL BANK
c/o NCNB Mortgage Corporation
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
GUARANTOR: LONE STAR FORD, INC.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
21. GUARANTY. LONE STAR FORD, INC., a Texas corporation (hereinafter called
"GUARANTOR") as a material inducement to and in consideration of Landlord
entering into this Lease Agreement with Tenant, and the closing of a
$2,500,000.00 twenty-year construction/permanent loan to Landlord by North
Carolina National Bank, Charlotte, N. C., joins in the execution of this Lease
Agreement for the purpose of guaranteeing and does hereby unconditionally
guarantee and promise to and for the benefit of Landlord that Tenant shall
faithfully perform each and every provision of this Lease Agreement that Tenant
is to perform.
No amendment or modification of this Lease Agreement or Assignment of the
same by Landlord shall be binding on Guarantor unless Guarantor shall have first
given Guarantor's written consent to such amendment, modification or assignment.
Landlord does, however, hereby expressly consent to the assignment of Landlord's
rights in this Lease Agreement and the rents payable hereunder to North Carolina
National Bank, Charlotte, N. C. and/or Monumental Life Insurance Company or
Volunteer State Life Insurance Company, as additional security for the payment
of the $2,500,000.00 indebtedness hereinbefore mentioned. Any renewals,
extensions or modifications of the promissory note evidencing the said
indebtedness shall be and remain binding upon Guarantor. Upon the payment in
full of the said indebtedness, this guaranty shall cease and terminate and
Guarantor shall have no further liability hereunder; provided, however, should
the lien of the deed of trust securing the payment of the promissory note
secured thereby be foreclosed because of Landlord's default in the performance
of Landlord's obligations under the provisions of the said note or deed of
trust, this guaranty shall continue in full force and effect until the
termination of the original term of this Lease Agreement.
▇▇▇▇▇▇ ▇▇▇▇▇, wife of ▇▇▇▇▇▇ ▇▇▇▇▇, joins in the execution of this Lease
Agreement for the purpose of releasing, and she does hereby release, any rights
which she may have in and to the land described herein by reason of her marital
status.
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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease Agreement to
be duly executed in duplicate originals by the proper persons, all as of the day
and year first above written.
/s/▇▇▇▇▇▇ ▇▇▇▇▇ (SEAL)
----------------
▇▇▇▇▇▇ ▇▇▇▇▇
LANDLORD
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ (SEAL)
-----------------
[SEAL] ▇▇▇▇▇▇ ▇▇▇▇▇
TOWN AND COUNTRY FORD, INCORPORATED,
BY /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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President
Attest: TENANT
/s/[ILLEGIBLE]
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Secretary
[SEAL] LONE STAR FORD, INC.
BY /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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President
Attest. GUARANTOR
/s/[ILLEGIBLE]
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Secretary
- 15 -
STATE OF NORTH CAROLINA,
MECKLENBURG COUNTY.
I, a Notary Public in and for said state and county, do hereby certify that
▇▇▇▇▇▇ ▇▇▇▇▇ and wife, ▇▇▇▇▇▇ ▇▇▇▇▇ personally appeared before me this day and
acknowledged their due execution of the foregoing and attached instrument for
the purposes therein expressed.
WITNESS my hand and notarial seal this 6th day of November, 1979.
/s/[Illegible]
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Notary Public
My commission expires:
My Commission Expires September 19, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
I, a Notary Public in and for said state and county, do hereby certify that
[Illegible] personallv came before me this day and acknowledge that he is
___________Secretary of TOWN AND COUNTRY FORD, INCORPORATED, a North Carolina
corporation, and that by authority duly given and as the act of the corporation,
the foregoing and attached instrument was signed in its name by its President,
sealed with its corporate seal and attested by [Illegible] as its Secretary.
WITNESS my hand and official stamp or seal, this 6th day of November, 1979.
/s/[Illegible]
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Notary Public
My commission expires:
My Commission Expires September 19, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
I, a Notary Public in and for said state and county, do hereby certify that
[Illegible] personally came before me this day and acknowledge that he is
Asst. Secretary of LONE STAR FORD, INC., a Texas corporation, and that by
authority duly given and as the act of the corporation, the foregoing and
attached instrument was signed in its name by its President, sealed with its
corporate seal and attested by [Illegible] as its Asst. Secretary.
WITNESS my hand and official stamp or seal, this 6th day of November, 1979.
/s/[Illegible]
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Notary Public
My commission expires:
My Commission Expires September 19, 1984
ADDENDUM A
BEGINNING at a point located in the northeasterly margin of the right of way of
East Independence Boulevard, said point of beginning being located S. 34-23-40
E. 540.17 feet from a new iron pin located at the southwest corner of the
property conveyed to Borough Land Corp. by deed recorded in Deed Book 3589 at
Page 65, Mecklenburg County Public Registry and running thence with the
southerly boundary of a 60-foot Nonexclusive Access Easement N. 55-36-20 E.
750.0 feet to a point; thence S. 34-23-40 E. 725.0 feet to a point; thence S.
55-35-47 W. 750.0 feet to a point located in the northeasterly margin of the
right of way of East Independence Boulevard; and thence with the northeasterly
margin of the right of way of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇-▇▇-▇▇ ▇. 725.0
feet to the point of BEGINNING.
TOGETHER with that certain 60-foot Nonexclusive Access Easement adjoining the
northerly boundary of the above described tract of land, said easement being
more particularly described as follows:
BEGINNING at a point located in the northeasterly margin of the right of
way of East Independence Boulevard, said point of beginning being located
S. 34-23-40 E. 480.17 feet from a new iron pin located at the southwest
corner of the property conveyed to Borough Land Corp. by deed recorded in
Deed Book 3589 at Page 65, Mecklenburg County Public Registry and runs
thence N. 55-36-20 E. 750.0 feet to a point; thence S. 34-23-40 E 60.0
feet to a point; thence S. 55-36-20 W. 750.0 feet to a point located in the
northeasterly margin of the right of way of East Independence Boulevard and
thence with the northeasterly margin of the right of way of ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇-▇▇-▇▇ ▇. 60.0 feet to the point of BEGINNING.
The above described land and 60-foot Nonexclusive Access Easement are shown on
survey for ▇▇▇▇▇▇ ▇▇▇▇▇ made by ▇. ▇. ▇▇▇▇▇ & Associates, dated September 6,
1979.
ADDENDUM B
The fixtures and equipment listed below shall at all times remain the property
of the landlord as if a part of the demised promises (see paragraph 12 of
Lease):
Two (2) Furnaces -
Manufacturer - Drabo Hastings
Model - P-45 WO
Type - Waste oil burning
Serial Numbers- 000136 and 000164
Capacity - 450,000 BTU output each
Carpeting -
Quantity - Approximately 1,750 square yards
Description - Symmetry nylon
Color - Royal spice
Location - Hallway between service area and vehicle
showroom, business office, salesmen's closing
offices, perimeter of vehicle showroom, steps to
second floor offices, and sales meeting room.
Counters -
Construction - Wood with white formica covering
Location - Parts department
Dimensions - 36" W X 42" H X 28' L
36" W X 42" H X 27' L
36" W X 42" H X 12' L
Vehicle Exhaust System - Service Department -
Manufacturer - Constructed by general contractor
Description - Constructed of 4" diameter galvanized sheet
metal in 4 banks, 2 having 15 outlets each and 2
having 13 outlets each, totaling approximately
600 lineal feet. Outlets attach to tail pipes of
vehicles to exhaust carbon monoxide from service
department. Each bank is equipped with its own
exhaust fan manufactured by Twin City Fan and
Blower Company, Type BOV.
Ceiling Exhaust Fans - Service Department -
Manufacturer - Square D Company
Size - 1 hp. 36"
Quantity - 3
Description - Located in ceiling in vicinity of service
write-up area to exhaust fumes from vehicles
driving in for service
Overhead Doors - Service Department -
Installation - By general contractor
Location - Two each at service write-up entry and exit and
2 at rear of service department
Pneumatic Tube System and Air Pump -
Tube System - Tube system constructed by general contractor of
3" galvanized tubing to carry documents between
the following activity centers:
Parts department
Service writers
Service cashier
Dispatcher
Truck service department
Shop ▇▇▇▇▇▇▇
Air Pump -
Manufacturer - ▇▇▇▇▇▇▇ Company
Size - 3 hp.
ID No. - 63.20669.015
Location - Parts department
Page Two of ADDENDUM B
Wall Exhaust Fans - Body Shop -
Manufacturer - Square D Company
Size - 1 hp., 36"
Quantity - 4
Location - Outside walls of body shop
Gas Heaters - Body Shop -
Manufacturer - Crane Company
Size - 50,000 BTU output
Type - Natural gas
Quantity - 7
Location - Hung from ceilings in body shop
EXHIBIT A
BEGINNING at a point located in the northeasterly margin of the right of way of
East Independence Boulevard, said point of beginning being located S. 34-23-40
E. 545.17 feet from a new iron pin located at the southwest corner of the
property conveyed to Borough Land Corp. by deed recorded in Deed Book 3589, Page
65, Mecklenburg County Public Registry, said point of Beginning also being
located at the southwest corner of that certain lot of land conveyed to ▇▇▇▇▇▇▇
▇. ▇▇▇▇, et al., Trustees (Trust BSS-II) by deed dated November 7, 1979, and
recorded in the Mecklenburg County Public Registry, and running thence two
courses and distances with the said ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, et al., et al., Trustees
land (1) N. 55-36-20 E. 50.0 feet to a point, and (2) N. 34-23-40 W. 5.0 feet to
a point in the southerly boundary of a 60-foot Nonexclusive Access Easement;
thence with the southerly boundary of the said Access Easement N. 55-36-20 E.
700.0 feet to a point; thence S. 34-23-40 E. 725.0 feet to a point; thence S.
55-35-47 W. 700.0 feet to a point located at the southeasterly corner of that
certain lot of land conveyed to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, et al., Trustees (Trust MGS-II)
by deed dated November 7, 1979, and recorded in the Mecklenburg County Public
Registry; thence with two courses and distances of the said ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, et
al., Trustees' land (1) N. 34-23-40 W. 5.0 feet to a point, and (2) S. 55-35-47
W. 50.0 feet to a point, located in the northeasterly margin of the right of way
of East Independence Boulevard and thence with the northeasterly margin of the
right of way of East Independence Boulevard, N. 34-23-40 W. 715.0 feet to the
point of BEGINNING.
LEASE