AMENDMENT TO
REAL PROPERTY PURCHASE AND CONTRIBUTION AGREEMENT
THIS AMENDMENT (the "Amendment") is made effective as of April 14, 1998, to
the Real Property Purchase and Contribution Agreement (the "Agreement") by and
between Capital Automotive L.P., a Delaware limited partnership (the
"Partnership"), Capital Automotive REIT, a Maryland real estate investment trust
(the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Kelleys") and
Midwest Auto Realty Co., L.P. ("Midwest" and together with the Kelleys the
"Sellers/Contributors").
RECITALS
A. The Partnership, the Company and Sellers/Contributors entered into
the Agreement on April 14, 1998, by which the Sellers/Contributors agreed to
sell and contribute certain Properties identified on Schedule 1.2 of the
Agreement to the Partnership.
B. The parties hereto have agreed to adjust the number of and
computation of value of Units to be issued to the Sellers/Contributors pursuant
to the Agreement as well as certain other terms and conditions of the Agreement.
D. The parties desire to amend the Agreement and to undertake certain
other obligations as provided in this Amendment.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Summary of Terms The "Closing Dates" set forth in the Summary of
----------------
Terms shall be deleted and replaced by the following provision:
INITIAL CLOSING DATE June 17, 1998
ADDITIONAL CLOSING DATES To Be Determined but no later
than October 5, 1998
2. Definitions. Sections 1.1.8 and 1.1.9 of the Agreement shall be
-----------
deleted in their entirety and replaced by the following provisions:
1.1.8 "Contributed Properties" means Property Number 4 on Schedule
--------
1.2 with a street address of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
---
▇▇▇▇▇▇▇ which the parties have determined will be transferred
and conveyed by the Sellers/Contributors to the Partnership in
exchange for Units in the Partnership. "Purchased Properties"
means all those Properties on Schedule 1.2 other than the
------------
Contributed Properties which the parties have determined will
be transferred and conveyed by the Sellers/Contributors to the
Partnership for cash.
1.1.9 "Contribution Amount" means the amount of the acquisition cost
of the Contributed Properties, for which the Sellers shall
receive Units, as identified on Schedule 1.3(a) which
---------------
Contribution Amount shall be used in the calculation of the
number of Units to be issued to the Contributors at Closing in
exchange for their contribution of the Contributed Properties
to the Partnership. "Aggregate Contribution Amount" means the
total amount of the acquisition cost of each Contributed
Property for which the Sellers shall receive Units.
3. Unit Price Adjustment. Section 1.3.2 of the Agreement shall be
---------------------
deleted in its entirety and replaced by the following provision:
1.3.2 The number of Units to be issued in consideration for each
Contributed Property (the "Contribution Value") shall be
calculated as follows. The Sellers shall determine the
quotient of the Contribution Amount for such Property minus
the Mortgage Debt (as hereafter defined) encumbering such
Property divided by the value of the Shares calculated and
limited as follows: The fair market value of the Shares shall
equal the lesser of the average of the closing price of the
Shares during the thirty days ending the second to last
business day prior to the Closing for the Properties to be
transferred at that Closing or the closing price of the Shares
on the second to last business day prior to the Closing for
the Properties to be transferred at that Closing.
4. Closing Date. Section 5.1.1 of the Agreement shall be deleted in its
------------
entirety and replaced by the following provision:
5.1.1 The Closing on the Properties indicated on Schedule 1.2 as
------------
included in the first closing ("Initial Closing") shall occur
no later than June 17, 1998 at the location and time
identified in the Summary of Terms, or such other time as the
Sellers/Contributors and the Company shall agree in writing,
provided that all conditions to Closing have been satisfied or
waived.
2
5. Transaction Costs. The first sentence of Section 5.5.1 of the
-----------------
Agreement shall be deleted in its entirety and replaced by the following
sentence:
Except for the costs of appraisals ordered by the Company and
Partnership, the Sellers/Contributors shall pay all costs
(including, but not limited to, any recordation and transfer
taxes, current ALTA surveys, title insurance (including all
special endorsements), environmental reports the
Sellers/Contributors have agreed hereunder to pay including
"Phase I" environmental assessments, searches made pursuant to
Section 3.2.2 hereof, and fees and expenses of going to record
in connection with the transfer by the Sellers/Contributors of
the Properties (collectively referred to as the "Closing
Costs"), provided that the Partnership shall pay Three Hundred
--------
Eighty Five Thousand Seven Hundred Twenty One Dollars
($385,721) of the Closing Costs in connection with the
Properties ("Partnership Closing Cost Amount") closed in the
Initial Closing, allocated among such Properties as determined
by the Sellers/Contributors, by paying the Partnership Closing
Cost Amount to the Sellers/Contributors in connection with the
Initial Closing.
6. Due Diligence Period. Section 10.1 of the Agreement shall be deleted
--------------------
in its entirety and replaced by the following provision:
10.1 Due Diligence Period. The "Due Diligence Period" shall
--------------------
be the period beginning with the Effective Date and ending
June 11, 1998. The Due Diligence Period may be extended by
mutual consent of the parties.
7. Schedules and Exhibits. All schedules and exhibits to the Agreement
----------------------
shall be deleted in their entirety and replaced by the schedules and exhibits
attached hereto.
8. Reaffirmation; Intention to be Bound. The parties hereto reaffirm
------------------------------------
that the representations and warranties made by each of the parties in the
Agreement are true and accurate as of the date hereof. The parties executing
this Amendment, on behalf of themselves, their assigns and successors, hereby
acknowledge and reaffirm their intention to be bound by the terms and conditions
of the Agreement.
9. Counterparts. This Amendment may be executed in any number of
------------
identical counterparts, any or all of which may contain the signatures of fewer
than all of the parties but all of which shall be taken together as a single
instrument.
[SIGNATURES ON FOLLOWING PAGE]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the date first above
written.
WITNESS CAPITAL AUTOMOTIVE REIT
By: /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: Name: ▇▇▇▇▇ ▇. ▇▇▇
----------------------------- Title: Vice President, CFO and Secretary
Title:
-----------------------------
CAPITAL AUTOMOTIVE L.P.
WITNESS By: Capital Automotive REIT, as General
Partner
By: /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: Name: ▇▇▇▇▇ ▇. ▇▇▇
----------------------------- Title: Vice President, CFO and Secretary
Title:
-----------------------------
WITNESS ▇▇▇▇▇ ▇. ▇▇▇▇▇▇:
By: /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- Social Security # or TIN:
Title: ---------------
-----------------------------
WITNESS ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇:
By: /s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- Social Security # or TIN:
Title: ---------------
-----------------------------
WITNESS MIDWEST AUTO REALTY CO., L.P.:
Social Security # or TIN: (SEAL)
----------
By: /s/ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- Title: A General Partner
Title:
-----------------------------
WITNESS
By: /s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (SEAL)
----------------------------- ----------------------------
Name: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------- Title: A General Partner
Title:
-----------------------------
Exhibit A
Partnership Agreement
Incorporated by reference to Exhibit 10.3 filed with Form S-11 Registration
Statement 33-41183.
5
Exhibit 2.4(a)
Company Lease
Incorporated by reference to Exhibit 99.1 filed herewith.
6
Exhibit 2.4(c)
Guaranty and Subordination Agreement
Incorporated by reference to Exhibit 99.1 filed herewith.
7
Exhibit 5.2.1(e)
Prior Occupant Termination Letter
Incorporated by reference to Exhibit 99.1 filed herewith.
8
Exhibit 5.2.1(i)
Investors Questionnaire
Incorporated by reference to Exhibit 99.1 filed herewith.
9
Schedule 1.2
Schedule of Property, Ownership Interests in Properties and Purchase Price
Incorporated by reference to Exhibit 99.1 filed herewith
10
Schedule 1.2(a)
Possibly Excluded Property
--------------------------
A portion of the northwest quarter of Section 10, Township 27 North, Range
14 East, ▇▇▇▇▇ County, Indiana, more particularly described as follows:
Commencing at a point on the west line of the northwest quarter of Section 10,
Township 27 North, Range 14 East, ▇▇▇▇▇ County, Indiana, said point being
located 528.00 feet southerly of the northwest corner of said quarter; thence
southerly along said west line 340.00 feet to the northwest corner of that real
estate described in Deed Record 163 on page 239 of the ▇▇▇▇▇ County, Indiana,
Record; thence easterly along the north line of said real estate 519.00 feet;
thence northerly parallel to said west line 863.82 feet to a point on the north
line of said quarter; said point being located 520.00 feet easterly of the
northwest corner of said quarter; thence westerly along said north line 50.00
feet; thence southerly parallel to said west line 195.00 feet; thence westerly
parallel to said north line 224.00 feet; thence southerly parallel to said west
line 333.00 feet; thence westerly parallel to said north line 246.00 feet to the
place of commencement.
CONTAINING: 6.30 acres, more or less;
SUBJECT TO: The right of way of U.S. Highway #27 & #33 and all
legal easements.
11
Exhibit 2.11(a)
CONSTRUCTION CONTRACTS for
▇▇▇▇▇▇ PONTIAC GMC TRUCK
1. Standard Form Agreement AIA Document A101-1997 between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇▇ Construction, Inc. dated January 20, 1998 to consruct new Pontiac GMC
Truck facility with NBBJ Architects
12
SCHEDULE 1.3(a) - UNITS AND CASH FOR TRANSFERRED PROPERTIES
-----------------------------------------------------------
See Schedule 1.2
SCHEDULE 1.3(b)
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Dealership Street Address Approximate Mortgage
Mortgage @ 12-31-97 Holder
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▇▇▇▇▇▇ Chevrolet ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇. 2,000,000.00 Fort ▇▇▇▇▇ National Bank
Fort ▇▇▇▇▇, IN
---------------------------------------------------------------------------------------------------------
Courtesy Motors ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 1,500,000.00 NBD Bank, N.A.
(includes adjacent Decatur, IN
property under contract)
---------------------------------------------------------------------------------------------------------
Northside Chevrolet ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 2,375,000.00 Fort ▇▇▇▇▇ National Bank
Evansville, IN
---------------------------------------------------------------------------------------------------------
Midwest Auto Parts ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 535,000.00 Fort ▇▇▇▇▇ National Bank
Fort ▇▇▇▇▇, IN
---------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Buick of Atlanta 5900 Peachtree 4,050,000.00 Wachovia
Chamblee, GA
---------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇ Buick of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 3,220,000.00 Wachovia
Roswell, GA
---------------------------------------------------------------------------------------------------------
Saturn of Chamblee 5764 Peachtree 2,160,000.00 Wachovia
(includes used car lot) Chamblee, GA and
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
---------------------------------------------------------------------------------------------------------
Saturn of ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ 2,420,000.00 Wachovia
Duluth, GA
---------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Pontiac GMC 633 Avenue of Autos 4,500,000.00 Fort ▇▇▇▇▇ National Bank
Truck Fort ▇▇▇▇▇, IN
---------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Buick (includes 811 Avenue of Autos* NBD Bank, N.A.
present GMC Truck Fort ▇▇▇▇▇, IN and
property) ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇
---------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇▇ Cadillac 911 Avenue of Autos* 3,395,500.00 NBD Bank, N.A.
Fort ▇▇▇▇▇, IN
---------------------------------------------------------------------------------------------------------
Saturn of Fort ▇▇▇▇▇ 910 Avenue of Autos* NBD Bank, N.A.
Fort ▇▇▇▇▇, IN
---------------------------------------------------------------------------------------------------------
*One Mortgage for the three (3) properties. Does not include undeveloped land.
SCHEDULE 3.1
PROPERTY NO. 1
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. The lien of all taxes for the year 1998 and thereafter, not yet due and
payable.
. Taxes for the second installment of 1997, due and payable in November of
1998 and taxes for all subsequent years.
. Easement over the West 10 feet of Lot 4 J.M.E. ▇▇▇▇▇▇'▇ Addition to
Indiana and Michigan Electric Company, recorded in Deed Record 421, page
283, with appurtenant rights, for lines and poles.
. Easement of 10 feet to Indiana and Michigan Electric Company, within
▇▇▇▇▇▇ Place lying 10 feet West of a 45 foot line stretching from the
Northwest corner of Lot 8 ▇▇▇▇ M.E. ▇▇▇▇▇▇'▇ Addition to the Southwest
corner of Lot 6 in said Addition, as recorded in Deed Record 730, page
399, with appurtenant rights which is encroached upon by a commercial
building as depicted in survey prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, dated May 29,
1998 as Job Number 98WS850.
. Easement to Indiana and Michigan Electric Company, lying in the Southwest
corner of Lot 8 in ▇▇▇▇ M.E. ▇▇▇▇▇▇'▇ Addition, as described in Document
Number 74-20087, with appurtenant rights.
. Encroachment on State Boulevard Right of Way as evidenced by Encroachment
Report recorded on Document Number 82-17450.
. Street Dedication to the City of Fort ▇▇▇▇▇, recorded as Document Number
82-17872, commencing at the Southeast corner of Lot Number 28, ▇▇▇▇▇▇'▇
Amended Addition, thence North along the East line, 13 feet; thence
Southwesterly to a point on the South line of said lot being 13 feet West
of the Southeast corner; thence East 13 feet to the point of beginning.
. Easement recorded as Document Number 78-39378 to Indiana and Michigan
Electric Company, in, over, across and through an 8 foot strip across West
8 feet of South 180 feet of Tract 3. NOTE: Above description includes 10
foot alley not insured herein as shown by survey by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
recorded in Plat Record 30, page 57, also South 5 feet of East 11 feet of
West 19 feet of Tract 3, with appurtenant rights.
. Easement recorded as Document Number 82-17307 to the City of Fort ▇▇▇▇▇,
for sidewalk purposes across the South 7 feet to Tracts 3 and 4, and South
7 feet of Lot 32 ▇▇▇▇'▇ Addition.
. Easement recorded as Document 78-23828, to Indiana & Michigan Electric
Company, in 10 foot wide strip, formerly used for alley purposes, lying
South of and adjacent to the South lines of Lots 30 and 31 in ▇▇▇▇'▇
Addition, as affirmed in vacation of said alley in Civil Suit CC-78-576 by
decree entered in Circuit Order Book 206, page 385, with appurtenant
rights.
. Restrictions recorded in Deed Record 265, page 67, provide that no
dwelling shall be built upon Lot 32 of ▇▇▇▇'▇ Addition which costs less
than $3,000.00.
. Restrictions recorded in Deed Record 265, page 97, provide that no
dwelling shall be built upon Lots 37 and 38 of ▇▇▇▇'▇ Addition which costs
less than $3,000.00.
. Terms and conditions of the Agreement and Disclaimer, recorded as Document
Number 86-030154.
. Declaration of Restrictive Covenants recorded as Document Number 87-10588.
. Easements of public utilities, if any, located in that portion of street
and alleys vacated by G-13-87.
. Exception is made to a fence encroachment onto Forest Avenue as shown in
survey prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, dated May 29, 1998 as Job Number
98WS850.
PROPERTY NO. 2
--------------
. The lien of all taxes for the year 1998 and thereafter, not yet
due and payable.
. Taxes for the second installment of 1997, due and payable in
November of 1998 and taxes for all subsequent years.
. Subject to a utility easement along the east twenty feet thereof
as shown by an easement from B.S.B. Realty, Inc., to the City of
Decatur, dated April 18, 1973, recorded October 19, 1973, in Deed
Record 154 pages 333-336. (Parcels I and II).
. Subject to the right-of-way of ▇.▇. ▇▇▇▇▇▇▇ #▇▇ along the west
side thereof as shown by a Right of Way Grant from The ▇▇▇▇▇
▇▇▇▇▇▇▇ Company (predecessor in title) to the State of Indiana,
dated May 18, 1939, recorded April 26, 1974, in Deed Record 156,
pages 15-16. (Parcels I and II).
. Subject to a Distribution Easement from B.S.B. Realty, Inc., to
Indiana & Michigan Electric Company, dated July 24, 1973,
recorded August 28, 1973, in Deed Record 154 Pages 97-98. (Parcel
I).
. Subject to an electric easement from B.S.B. Realty, Inc., to
Indiana & Michigan Electric Company, dated July 24, 1973,
recorded August 28, 1973, in Deed Record 154 Pages 97-98. (Parcel
I).
. Subject to an electric easement from B.S.B. Realty Corp. to
Indiana & Michigan Electric Company, dated April 23, 1971,
recorded May 26, 1971, in Deed Record. 148, pages 142-143.
. Rights of entry pursuant to I.C. 36-9-27-33 over and upon the
insured premises within 75 feet of the BSB Legal Tile Drain as
shown on a survey by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, P.L.S. and as shown on a
Survey prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, dated May 13, 1998 as Job
Number 98WH865.
. Subject to an easement for sewer purposes from B.S.B. Realty,
Inc. and Oakwood Community Associates, Inc. dated August 5, 1983,
recorded September 9, 1993 in Deed Record 179, pages 227-230.
. Terms and conditions of easement for ingress and egress recorded
in Deed Record 189, page 224.
. Terms and conditions of right of way grant recorded in Deed
Record 156, page 15.
. Subject to an agreement between the City of Decatur, Indiana
through the Board of Public Works and Safety and B.S.B. Realty,
Inc., dated October 1, 1973 and recorded October 19, 1973 in Deed
Record 154, pages 337-339.
. Terms and conditions of corporate deed recorded in Deed Record
205, page 353.
. Rights of the public and others entitled thereto, in and to the
use of that portion of the insured real estate lying within the
bounds of U.S. 27.
PROPERTY NO. 3
--------------
. The lien of all taxes for the year 1997 and thereafter not yet
due and payable.
. Taxes for the second installment of 1997, due and payable in
November of 1998 and taxes for all subsequent years.
. Easement Grant dated December 13, 1968, recorded March 4, 1969,
in Deed Record 529, at page 523, in favor of Southern Indiana Gas
and Electric Company. (Tract A, Parcels I and II).
. The following Right of Way Grant and terms thereof:
(a) Dated July 29, 1960, recorded November 17, 1969 in Deed
Record 429, page 239 in favor of the State of Indiana.
(b) Dated June 2, 1964 recorded August 11, 1964 in Right of
Way Grant Record 1, page 339 in favor of the State of
Indiana; and
(Tract A, Parcels I and II).
. The permanent extinguishment of all rights of ingress and egress
to, from and across the limited access facility known as Stated
Road 66-Diamond Avenue (formerly U.S. 460) to and from the Real
Estate. (Tract A, Parcels I and II).
. The following easement grants and rights of ways:
(a) dated February 12, 1970, recorded February 13, 1970, in
Deed Record 541, page 547, reserving a five foot (5') wide
sewer easement in favor of landowners abutting the
easement described herein;
(b) dated April 20, 1960, recorded June 6, 1960, in Deed
Record 424, page 557, granting a right of way in favor of
the State of Indiana for development of ▇▇▇▇▇ ▇▇▇▇ ▇▇
(Project No. 881 Sec. 5)
(c) dated May 12,1970, recorded June 1, 1970, in Deed Record
545, page 279, granting a right of way in favor of
Southern Indiana Gas and Electric Company;
(d) dated April 6, 1988, recorded may 17, 1988, in Deed Drawer
4, Card 3592, granting Electric Distribution Line Easement
in favor of Southern Indiana Gas and Electric Company; and
(e) acknowledged July 13, 1973, recorded July 17, 1973 in Deed
Record 591, page 70, in a conveyance of property adjoining
the northern and western boundaries of Tract III granting
a ten foot (10') wide sanitary sewer easement over the
Real Estate in favor of the grantees and the property as
described therein, together with the right of ingress,
egress and regress over the easement for lying,
maintaining and repairing a lateral sanitary sewer line
with right of reversion to the Grantor, and his heirs or
assigns, upon the cessation of its use as a sanitary
sewer.
(Tract B Only)
. The permanent extinguishment of all rights of ingress and egress
to, from and across the limited access facility known as ▇▇▇▇▇
▇▇▇▇ ▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (formerly U.S. 460) to and form the Real
Estate. (Tract B Only).
. Exception is made to an encroachment of the Office Building on to
a 5 foot Sanitary Sewer Easement recorded in Deed Record 541,
page 547. Also exception is made to an Asphalt encroachment onto
North ▇▇▇▇▇▇▇▇▇▇ Avenue, the 1 story ▇▇▇▇▇▇ Auto Painting metal
building encroaches on the Trace 3 or ▇▇▇▇▇▇▇ III remainder 0.3'
at the southwest corner and 0.2' at the southeast corner, the
chainlink fence on the east side encroaches on the right-of-way
of ▇▇▇▇▇▇▇▇▇▇ Avenue, and ▇▇▇▇▇▇ Avenue, the Service Department
Sign encroaches on the right-of-way of ▇▇▇▇▇▇▇▇▇▇ Avenue, Tract
B, and the Northside Sign with the right-of-way of Diamond
Avenue, Tract A and all being depicted on a survey prepared by
▇▇▇▇▇▇▇ ▇. Wannemeuhler dated May 22, 1998 as Job Number
198-0069. (Tract B)
PROPERTY NO. 4
--------------
. The lien of all taxes for the year 1998 and thereafter, not yet
due and payable.
. Taxes for the second installment of 1997, due and payable in
November of 1998 and taxes for all subsequent years.
. Plat and restrictions recorded in Plat Record 32, page 145, but
this policy will insure that a violation thereof will not cause a
forfeiture or reversion of title.
. Terms and conditions of an easement granted to Indiana Michigan
Power Company recorded as Document Number 89-8238.
. Terms and conditions of an easement granted to Indiana & Michigan
Electric Company along with General Telephone of Indiana, Inc.
recorded a Document Number 71-18398.
. Terms and conditions of an easement granted to Indiana Michigan
Power Company over the west 10 feet of the insured premises,
recorded May 28, 1998 as Document Number 980035259.
. Right of way for drainage, flow and maintenance of Spy Run Creek
as set forth in IC 36-9-27-33, as shown on the survey dated April
20, 1998 by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, registered land survey as Job
Number S-0243.
. Easement over a portion of insured real estate for Spy Run
Interceptor Sewer as condemned by Declaratory Resolution No.
31-1968 recorded in Miscellaneous Record 330, page 354.
. I-69 is a limited access highway and no rights of access for
ingress and egress are insured with respect to said highway.
PROPERTY NO. 5
--------------
(a) All taxes for the year 1998 and subsequent years, and any additional
taxes resulting from reassessment of subject property, which are now
liens but not yet due and payable.
(b) This policy of title insurance affords assurance as to the location of
the boundary lines of subject property, but does not insure the
engineering calculations in computing the exact amount of acreage
contained therein.
(c) Easement and right-of-way from ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to
Southeastern Pipe Line Company, dated August 6, 1957, recorded in Deed
Book 1358, Page 573, Records of DeKalb County, Georgia; transferred to
Colonial Pipeline Company by instrument dated November 15, 1963,
recorded in Deed Book 1839, Page 222, aforesaid Records.
(d) Right-of-Way Easement from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to Plantation Pipe Line
Company, dated September 15, 1954, recorded in Deed Book 1060, Page
406, aforesaid Records.
(e) Easement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to Plantation Pipeline Company, dated
December 29, 1951, recorded in Deed Book 899, Page 509, aforesaid
Records.
(f) Right-of-Way Easement from ▇▇▇▇▇▇ ▇▇▇▇▇ to Plantation Pipeline Company,
dated August 15, 1951, recorded in Deed Book 894, Page 51, aforesaid
Records.
(g) Easement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ to Plantation Pipeline
Company, dated August 14, 1941, recorded in Deed Book 893, Page 174,
aforesaid Records.
(h) General Utility Easement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ to
Georgia Power Company, dated September 3, 1947, recorded in Deed Book
717, Page 191, aforesaid Records.
(i) General Utility Easement from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to Georgia Power Company,
dated December 22, 1949, recorded in Deed Book 872, Page 380, aforesaid
Records.
NOTE: By letter dated May 20, 1997, Georgia Power Company states that
it claims no further interest in the easements identified in (h) and
(i) above except the right to operate, maintain, rebuild and renew its
existing facilities within its presently maintained right-of-way.
(j) Drainage rights contained in Right of Way Deed between Hix Green
Corporation and DeKalb County, dated June 11, 1975, recorded in Deed
Book 3350, Page 496, aforesaid Records.
(i) Drainage rights contained in Right of Way Deed between Hix Green
Corporation and DeKalb County, dated June 11, 1975, recorded in Deed
Book 3350, Page 497, aforesaid Records.
(l) The following matters as shown on ALTA/ACSM Land Title Survey for
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Capital Automotive, L.P., a Delaware limited
partnership, Capital Automotive REIT, a Maryland Real Estate Investment
Trust and Chicago Title Insurance Company, dated April 13, 1998,
prepared by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Engineers, Inc., bearing the seal and
certification of V.T. ▇▇▇▇▇▇▇, Georgia Registered Land Surveyor No.
2554:
(i) Plantation Pipe Line Easement 30 foot in width crossing the
northwestern portion of subject property [same easement
identified in Items (d), (e), (f) and (g) hereinabove];
(ii) Colonial Pipe Line Easement 30 foot in width crossing the
northwestern portion of subject property [same easement
identified in Item (c) hereinabove];
(iii) Building lines as shown on said survey with portions of the
improvements extending over the front and side building lines;
(iv) Buffer 50 feet in width along the western portion of subject
property;
(v) Drainage pipes extending from subject property onto the
property adjoining on the south;
(vi) Part of a 30 foot sanitary sewer easement located in the
southern portion of subject property.
(m) Lease between Capital Automotive, L.P., Lessor, and ▇▇▇▇▇▇ Buick of
Atlanta, Inc., Lessee, dated April 14, 1998, as evidenced by Memorandum
of Lease between the same parties, filed for record June ___, 1998 at
___: __ __.m., recorded in Deed Book _____, page _____, aforesaid
Records.
PROPERTY NO. 6
--------------
(a) All taxes for the year 1998 and subsequent years, and any additional
taxes resulting from reassessment of subject property, which are now
liens but not yet due and payable.
(b) This policy of title insurance affords assurance as to the location of
the boundary lines of subject property, but does not insure the
engineering calculations in computing the exact amount of acreage
contained therein.
(c) Easement from ▇▇▇. ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ to Georgia Power Company, dated
April 12, 1951, filed for record May 1, 1951, recorded in Deed Book
2632, Page 226, Records of ▇▇▇▇▇▇ County, Georgia.
(d) Sewer Easement from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ to ▇▇▇▇▇▇ County,
Georgia, dated ____________, 1971, filed for record October 14, 1971 at
8:43 a.m., recorded in Deed Book 5472, Page 395, aforesaid Records.
(e) Sewer Easement from ▇.▇. ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇ County, Georgia, dated
August 22, 1984, filed for record September 26, 1984 at 9:56 p.m.,
recorded in Deed Book 9184, Page 5, aforesaid Records.
(f) Easement from ▇▇▇▇ ▇▇▇▇▇▇▇▇ Buick, Inc. to Georgia Power Company, dated
October 27, 1984, filed for record August 8, 1985 at 2:36 p.m.,
recorded in Deed Book 9652, Page 352, aforesaid Records.
NOTE: By letter dated May 22, 1997, Georgia Power Company states that
it claims no further interest in the easements identified in Items (c)
and (f) above, except the right to operate, maintain, rebuild and renew
its existing facilities and equipment within its presently maintained
right-of-way.
(g) Sewer Easement from ▇▇▇▇ ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇ County, Georgia, dated
January 16, 1987, filed for record April 1, 1987 at 11:07 a.m.,
recorded in Deed Book 10709, Page 55, aforesaid Records.
(h) Declaration of Use Restriction, Right of First Refusal and Option to
Purchase and Lease by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, dated April 1, 1997, filed
for record April 3, 1997 at 12:13 p.m., recorded in Deed Book 22406,
Page 173, aforesaid Records.
(i) Assumption and Agreement by and between General Motors Corporation, ▇▇▇
▇▇▇▇▇▇, and ▇▇▇▇▇▇ Buick of Atlanta, Inc., dated April 1, 1997.
(j) The following matters as shown on "ALTA/ACSM Land Title Survey for
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Capital Automotive, L.P., a Delaware limited
partnership, Capital Automotive REIT, a Maryland Real Estate Investment
Trust and Chicago Title Insurance Company," dated March 18, 1997, last
revised May 8, 1998, prepared by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Engineers, Inc.,
bearing the seal and certification of V.T. ▇▇▇▇▇▇▇, Georgia Registered
Land Surveyor No. 2554:
(i) Front building line of 30 feet and side building lines of 10
feet;
(ii) Flood Zone and location (approximate) of 100 year flood line
located in the western portion of subject property;
(iii) Natural buffer 50 feet in width along the western boundary
line of subject property;
(iv) Sanitary sewer easement 20 feet in width crossing the
southwestern portion of subject property [same easement
identified in Item (d) hereinabove];
(v) Sanitary sewer easement 20 feet in width crossing the
northwestern, northern and northeastern portions of subject
property [same easement identified in Item (g) hereinabove];
(vi) 125 foot buffer measured from centerline of creek located in
western portion of subject property;
(vii) Detention pond located in the western portion of subject
property with drainage pipes leading thereto;
(viii) Drainage pipes crossing the southeastern portion of subject
property;
(ix) Wire fence (down in places) located slightly inside a portion
of the northern boundary line of subject property;
(x) Power line extending onto the northeastern portion of subject
property with a pole, guy wire and anchor located therein; and
(xi) Metal steps located partly on the southern portion of subject
property and partly on the property adjoining on the south.
(l) Lease Agreement between Capital Automotive, L.P., as Lessor, and ▇▇▇▇▇▇
Buick of Atlanta, Inc., as Lessee, as evidenced by Memorandum of Lease
by and between the same parties, dated _____ ___, 1998, filed for
record ______ ____, 1998 at ____: ___ ___.m., recorded in Deed Book
_______, page ______, aforesaid Records.
PROPERTY NO. 7
--------------
(a) All taxes for the year 1998 and subsequent years, and any additional
taxes resulting from reassessment of subject property, which are now
liens but not yet due and payable.
(b) This policy of title insurance affords assurance as to the location of
the boundary lines of subject property, but does not insure the
engineering calculations in computing the exact amount of acreage
contained therein.
(c) Right-of-Way Easement from W.O. ▇▇▇▇▇▇ to Georgia Power Company, dated
August 13, 1951, filed for record September 17, 1951 at 10:00 a.m.,
recorded in Deed Book 896, Page 104, Records of DeKalb County, Georgia.
(d) Easements to Georgia Power Company, as follows:
(i) dated May 3, 1977, recorded in Deed Book 3678, Page 492,
aforesaid Records.
(ii) from W.O. ▇▇▇▇▇▇, dated January 21, 1948, recorded in Deed
Book 710, Page 594, aforesaid Records.
(e) Drainage easement contained in Right-of-Way Deed from ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
to DeKalb County, dated September 27, 1976, recorded in Deed Book 3564,
Page 433, aforesaid Records.
(f) Drainage Easements contained in those certain Right-of-Way Deeds to
DeKalb County, Georgia, as follows:
(i) from W.O. ▇▇▇▇▇▇, dated July 10, 1947, recorded in Deed Book
734, Page 441, aforesaid Records.
(ii) from Southern ▇▇▇▇ Telephone and Telegraph Company, dated
December 3, 1974, recorded in Deed Book 3282, Page 373,
aforesaid Records.
(g) Easement from ▇▇▇ ▇. ▇▇▇▇▇, ▇▇. to Georgia Power Company, dated October
15, 1990, filed for record December 19, 1990 at 9:22 a.m., recorded in
Deed Book 6856, Page 180, aforesaid Records.
NOTE: By letter dated May 20, 1997, Georgia Power Company states that
it claims no further interest in the easements identified in (c) and
(d)(i) and (ii) and (g), except the right to operate, maintain, rebuild
and renew its existing facilities within its presently maintained
right-of-way.
(h) Indemnity Agreement with respect to the installation of a sprinkler
system by and between ▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and Georgia Department of
Transportation, an agency of the State of Georgia, dated January 28,
1991, filed for record November 5, 1991 at 1:56 p.m., recorded in Deed
Book 7094, Page 594, aforesaid Records.
(i) Conveyance of Access Rights from Hix Green to the Department of
Transportation, dated September 11, 1990, filed for record September
12, 1990, recorded in Deed Book 6786, Page 267, aforesaid Records.
(j) The following matters as shown on ALTA/ACSM Land Title Survey of Tract
I for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Capital Automotive, L.P., a Delaware limited
partnership, Capital Automotive REIT, a Maryland Real Estate Investment
Trust and Chicago Title Insurance Company, dated February 11, 1997,
last revised May 18, 1998, prepared by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Engineers,
Inc., bearing the seal and certification of V.T. ▇▇▇▇▇▇▇, Georgia
Registered Land Surveyor No. 2554:
(i) Drainage pipes crossing various portions of subject property
with related drainage apparatus located therein; and
(ii) Georgia Power box located in the northeastern portion of
subject property.
(k) Lease between Capital Automotive, L.P., Lessor, and ▇▇▇▇▇▇ Saturn of
Atlanta, Inc., Lessee, dated April 14, 1998, as evidenced by Memorandum
of Lease between the same parties, filed for record June __, 1998 at
__: __ __.m., recorded in Deed Book ___________, page _____, aforesaid
Records.
PROPERTY NO. 8
--------------
(a) All taxes for the year 1998 and subsequent years, and any additional
taxes resulting from reassessment of subject property, which are now
liens but not yet due and payable.
(b) This policy of title insurance affords assurance as to the location of
the boundary lines of subject property, but does not insure the
engineering calculations in computing the exact amount of acreage
contained therein.
(c) Right-of-Way Easement from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to Southern ▇▇▇▇ Telephone
and Telegraph Company, dated January 9, 1985, recorded in Deed Book
3002, Page 610, Records of Gwinnett County, Georgia.
Note: By letter dated May 21, 1997, BellSouth Telecommunications, Inc.,
f/k/a Southern ▇▇▇▇ Telephone and Telegraph Company, states that it
claims no further interest in the above identified easement, or
otherwise by operation of law, limited to the right to operate,
maintain, replace and/or remove its existing facilities under the terms
and conditions of the easement and the right to operate, replace and to
remove facilities within 15 feet of the public right of way and that it
further retains the right to place, install and maintain any facilities
necessary to provide service to any buildings located on the subject
tract.
(d) Right-of-Way Easement from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to ▇▇▇▇▇▇▇ Electric
Membership Corporation, dated January 22, 1986, recorded in Deed Book
3508, Page 214, aforesaid Records.
Note: By letter dated May 7, 1997, ▇▇▇▇▇▇▇ Electric Membership
Corporation states that it claims no further interest in the above
mentioned easement except the right to operate, maintain, rebuild and
renew its existing facilities under the terms and conditions of said
easement.
(e) Easement from ▇▇▇ ▇. ▇▇▇▇▇, ▇▇. to Gwinnett County Public Utilities,
dated May 11, 1993, filed for record January 12, 1994 at 2:38 p.m.,
recorded in Deed Book 9846, Page 47, aforesaid Records.
(f) The following matters as shown on ALTA/ACSM As Built Survey for Capital
Automotive LP, a Delaware limited partnership, of Chicago Title
Insurance Company and ▇▇▇▇▇▇ Saturn of Atlanta, Inc., dated May 6,
1998, prepared by Precision Planning, Inc., bearing the seal and
certification of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Georgia Registered Land Surveyor No.
1678:
(i) Southern ▇▇▇▇ Right of Way Easement 10 feet in width crossing
the southwestern portion of subject property [same easement
identified in Item (c) hereinabove];
(ii) ▇▇▇▇▇▇▇ EMC Right of Way Easement crossing the southwestern
portion of subject property [same easement identified in Item
(d) hereinabove];
(iii) Permanent sanitary sewer easement 20 feet in width crossing
the southeastern portion of subject property [same easement
identified in Item (e) hereinabove];
(iv) Concrete pad for car display located in the southwestern
portion of subject property extends onto the property
adjoining on the south;
(v) Building setback line of 50 feet from the southwestern
boundary line of subject property and 20 feet from the
southern boundary line thereof;
(vi) 200 feet by 50 feet Enhanced Landscape Strip located in the
northwestern portion of subject property;
(vii) 35 foot Undisturbed Buffer along the northwestern boundary
line of subject property and a 15 foot Enhanced Buffer on the
southeast side of and adjoining said 35 foot buffer;
(viii) 85 foot Undisturbed Buffer along the northeastern boundary
line of subject property and a 15 foot Enhanced Buffer on the
southwest side of and adjoining said 85 foot buffer; and
(ix) 10 foot Landscape Strip along the southern boundary line of
subject property.
(g) Lease between Capital Automotive, L.P., Lessor, and ▇▇▇▇▇▇ Saturn of
Atlanta, Inc., Lessee, as evidenced by Memorandum of Lease between the
same parties, filed for record June __, 1998 at __: __ __.m., recorded
in Deed Book ___________, page _____, aforesaid Records.
PROPERTY NO. 9
--------------
. The lien of all taxes for the year 1998 and thereafter.
. Taxes for the second installment of 1997, due and payable
in November of 1998 and taxes for all subsequent years.
. Plat and restrictions recorded in Plat Cabinet A, page 18
and as Document Number 87-38637, restrictions recorded as
Document Number 87-40952, Appointment of Architectural
Control Committee recorded as Document Number 93-34086,
Consent and Release recorded as Document Number 93-14270,
and affidavits recorded as Documents Numbered 90-11271
through 90-11276 inclusive, but this policy will insure
that a violation thereof will not cause a forfeiture or
reversion of title.
. Terms and conditions of agreement for sewer extension
recorded as Document Number 87-54459.
. Terms and conditions of Commitment to Contribute to the
cost of installation of traffic signal dated June 30, 1987
and recorded July 13, 1987 as Document Number 87-35632.
. Terms and provisions of easement grant dated July 22, 1987 by
and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and PFP Partnership recorded July
23, 1987 as Document Number 87-37695.
. Terms and conditions of General Ordinance G-13-97 for vacation
of 25 foot easement.
. Exception is made to an existing encroaching building located
on the East line and also a 25 foot Utility and Surface
Drainage Easement as depicted through the center of a new
building as shown on Survey prepared by ▇▇▇▇ Surveying
Services, Inc. dated May 11, 1998 as Job Number 98WA883.
. Short form of Prime Lease between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
Argonaut Holdings, Inc., recorded December 11, 1996 as
Document Number 96068483.
PROPERTY NO. 10
---------------
. The lien of all assessments and taxes for the year 1998 and
thereafter.
. Taxes for the second installment of 1997, due and payable
in November of 1998 and taxes for all subsequent years.
. Plat and restrictions recorded in Plat Record A, page 18
and as Document Number 87-38637, restrictions recorded as
Document Number 87-40952, Appointment of Architectural
Control Committee recorded as Document Number 92-34086,
Consent and Release recorded as Document Number 93-14270,
and Affidavits recorded as Documents Numbered 90-11271
through 90-11276 inclusive, but this policy will insure
that a violation thereof will not cause a forfeiture or
reversion of title.
. Terms and conditions of agreement for sewer extension
recorded as Document Number 87-54459.
. Terms and conditions of a Commitment to Contribute to the
cost of installation of traffic signal dated June 30, 1987
and recorded July 13, 1987 as Document Number 87-35632.
. Terms and provision of grant of easement dated July 22, 1987
by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and PFP Partnership recorded
July 23, 1987 as Document Number 87-37695.
. Terms and conditions of a grant of easement recorded as
Document Number 88-22760.
. Short Form of Prime Lease between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
Argonaut Holdings, Inc., recorded December 11, 1996 as
Document Number 960068482.
. Encroachment of Information Center and part of the main
building and canopy into the front building line as depicted
on a survey prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇ dated May 11, 1998 under
Project Number 98WA883.
PROPERTY NO. 11
---------------
. The lien of all taxes for the year 1998 and thereafter, not
yet due and owing.
. Taxes for the second installment of 1997, due and payable
in November of 1998 and taxes for all subsequent years.
. Dedication of an access easement for the use by Saturn
Dealership across the insured premises.
. Plat and restrictions recorded in Plat Cabinet A, page 18
and as Document Number 87-38637, restrictions recorded as
Document Number 87-40952, Appointment of Architectural
Control Committee recorded as Document Number 93-34086,
Consent and Release recorded as Document Number 93-14270,
and affidavits recorded as Documents Numbered 90-11271
through 90-11276 inclusive, but this policy will insure
that a violation thereof will not cause a forfeiture or
reversion of title.
. Terms and conditions of agreement for sewer extension
recorded as Document Number 87-54459.
. Terms and conditions of Commitment to Contribute to the
cost of installation of traffic signal dated June 30, 1987
and recorded July 13, 1987 as Document Number 87-35632.
. Terms and provisions of easement grant dated July 22, 1987
by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and PFP Partnership
recorded July 23, 1987 as Document Number 87-37695.
. Exception is made to an encroachment of a canopy on to the
insured premises as is depicted on a survey prepared by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, dated May 11, 1998 as Job Number 98WA883.
PROPERTY NO. 12
---------------
. The lien of all assessments and taxes for the year 1998 and
all subsequent years, not yet due and owing.
. Taxes for the second installment of 1997, due and payable
in November of 1998 and taxes for all subsequent years.
. Plat and restrictions recorded in Plat Cabinet A, page 18
and as Document Number 87-38637, restrictions recorded as
Document Number 87-40952, Appointment of Architectural
Control Committee recorded as Document Number 93-34086,
Consent and Release recorded as Document Number 93-14270,
and affidavits recorded as Documents Numbered 90-11271
through 90-11276 inclusive, but this policy will insure
that a violation thereof will not cause a forfeiture or
reversion of title.
. Terms and conditions of agreement for sewer extension
recorded as Document Number 87-54459.
. Terms and conditions of Commitment to Contribute to the
cost of installation of traffic signal dated June 30, 1987
and recorded July 13, 1987 as Document Number 87-35632.
. Terms and provisions of easement grant dated July 22, 1987
by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and PFP Partnership
recorded July 23, 1987 as Document Number 87-37695.
. Exception is made to a canopy encroachment onto the Cadillac
Dealership as depicted on a survey prepared by ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, dated May 11, 1998 as Job Number 98WA883.
SCHEDULE 7.3
LIMITATIONS ON SELLERS/CONTRIBUTORS OWNERSHIP
1. Prime Lease between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Landlord and Argonaut Holdings,
Inc, as Tenant dated December 10, 1996
2. Dealership Sublease between Argonaut Holdings, Inc. as Landlord and ▇▇▇
▇▇▇▇▇▇ Pontiac, Inc. as Tenant dated December 10, 1996
3. Prime Lease between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Landlord and Argonaut Holdings,
Inc, as Tenant dated December 10, 1996
4. Dealership Sublease between Argonaut Holdings, Inc. as Landlord and ▇▇▇
▇▇▇▇▇▇ Buick GMC Truck, Inc. as Tenant dated December 10, 1996
5. Declaration of Use Restriction, Right of First Refusal, and Option to
Purchase and Lease made April 1, 1997 and recorded in the land records of ▇▇▇▇▇▇
County, Georgia
SCHEDULE 7.14
INSURANCE
PROPERTY NO. 1
--------------
▇▇▇▇▇▇ CHEVROLET, INC.
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998-1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ----- ----------
PACKAGE
-------
Citizens Ins. 01CMS031230301 1 Yr. 1/1/99
Co.
$ 5,141,000 Blanket Buildings, 90% Coinsurance, $250 Deductible, Agreed Amount
1,628,100 Blanket Contents, 90% Coinsurance, $250 Deductible, Agreed Amount
1,749,000 Business Income, 1/4 Monthly Limitation, Locations 1-4-11
660,000 Loss of Rents, 100% Coinsurance - ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇,▇▇▇ Loss of Rents, 100% Coinsurance - Research Drive
50,000 Employee Dishonesty
10,000 Money On Premise
10,000 Money Off Premise
10,000 Depositors Forgery
175,000 Accounts Receivable
1,000 Tractor, $100 Deductible
Glass As Per Schedule
3,000 Cargo Coverage, $100 Deductible
Commercial General Liability
----------------------------
$ 1,000,000 General Aggregate (Other Than Products & Completed Operations)
1,000,000 Products & Completed Operations Aggregate
500,000 Personal & Advertising Injury Limit
500,000 Each Occurrence Limit
100,000 Fire Damage Limit
5,000 Medical Expense Limit
GARAGE
------
Citizens GPS0325994 1 Yr. 1/1/99
Ins. Co.
$ 1,000,000 Liability - Auto Only - Each Accident
1,000,000 Other Than Auto - Each Accident
3,000,000 Aggregate - Other Than Auto
5,000 Medical Payments - Premise and Auto
1,000,000 Uninsured & Underinsured Motorists
Coverages Included:
Drive Other Car - Full Coverage - Mr. & Mrs. ▇▇▇▇▇ ▇▇▇▇▇▇
Hired & Non-Owned Vehicles (Including $50,000 Hired Car Physical Damage)
Broad Form Liability
a. Host Liquor Liability
b. Incidental Medical Malpractice
c. Non-Owned Watercraft
d. Limited Worldwide Liability
Contractual Liability
Odometer Errors & Omissions
Truth In Lending Errors & Omissions
False Pretense Coverage
Drive Away Collision
Garagekeepers Legal Liability Coverage - Direct Primary
-------------------------------------------------------
$ 1,000,000 Blanket
$ 100 Deductible Comprehensive
$ 1,000 Deductible Collision
GARAGE - Dealers Physical Damage
--------------------------------
Citizens Ins. GPS0325995 1 Yr. 1/1/99
Co.
$11,000,000 Limit
$ 500 Deductible Comprehensive
$ 1,000 Deductible Collision
WORKERS COMPENSATION
--------------------
Citizens Ins. WK0329890 Statutory 1 Yr. 1/1/99
Co. $ 500,000
Employer's
Liability
UMBRELLA
--------
Citizens Ins. CU0323622 $5,000,000 1 Yr. 1/1/99
Co.
2
PROPERTY NO. 2
--------------
COURTESY MOTORS, INC.
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998-1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
PACKAGE
-------
Hoosier CCI0266344 1 Yr. 6/1/99
Insurance
Co.
Blanket Buildings & Contents, Including Fence - Special Form - $500 Deductible
------------------------------------------------------------------------------
Replacement Cost - 90% Co-Insurance - Agreed Amount
---------------------------------------------------
Limit Location
----- --------
$1,508,900 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Personal Property of Others - Special Form - 90% Co-Insurance - $500 Deductible
-------------------------------------------------------------------------------
Limit Location
----- --------
$ 40,000 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
Limit Location
----- --------
$ 264,000 ▇▇▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Glass
-----
Limit
-----
Per Schedule No Deductible
Commercial General Liability
----------------------------
Limit Coverage
----- --------
$1,000,000 General Aggregate
1,000,000 Products & Completed Operations Aggregate
500,000 Each Occurrence
500,000 Personal & Advertising Injury
50,000 Fire Damage (Any One Fire)
5,000 Medical Expense (Any One Person)
3
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Crime Coverage - $100 Deductible
--------------------------------
Limit Coverage
----- --------
$ 100,000 Employee Dishonesty
5,000 Money On & Off Premises
Employee Benefits Errors & Omissions - $1,000 Deductible
--------------------------------------------------------
Limit Coverage
----- --------
$1,000,000 Each Claim
3,000,000 Annual Aggregate
Electronic Data Processing Coverage - $250 Deductible
-----------------------------------------------------
Limit Coverage
----- --------
$ 114,940 Equipment
15,000 Equipment In Transit & Temporary Locations
15,000 Software
15,000 Software In Transit & Temporary Locations
15,000 Extra Expense
Sign Coverage - Nil Deductible - All-Risk
-----------------------------------------
Limit Coverage
----- --------
$ 20,000 Blanket
Garage
------
Hoosier CGP0266344 1 Yr. 6/1/99
Insurance
Co.
Limit Coverage
----- --------
$1,000,000 Liability - Auto Only - Each Accident
1,000,000 Other Than Auto - Each Accident
3,000,000 Aggregate - Other Than Auto
5,000 Medical Payments - Premise & Auto
1,000,000 Uninsured/Underinsured Motorists
Coverage Includes:
Broad Form Liability Endorsement
Truth-In-Lending Errors & Omissions - $300,000
Odometer Coverage - $300,000
Title Errors & Omissions
4
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Garagekeepers Legal Liability - Direct Primary
----------------------------------------------
Limit
-----
$ 120,000
$100/$500 Deductible - Comprehensive
$250 Deductible Collision
Automobile Physical Damage - Monthly Reporting
----------------------------------------------
Limit
-----
$ 4,000,000
$100/$500 Deductible - Comprehensive
$250 Deductible Collision
Coverage Includes: False Pretense Coverage
Drive Away Collision Coverage
WORKERS COMPENSATION
--------------------
Casualty W-150332-05 Statutory 1 Yr. 6/1/99
Insurance $500,000
Co. Employers
Liability
UMBRELLA
--------
Hoosier CCU0266344 $5,000,000 1 Yr. 6/1/99
5
PROPERTY NO. 3
--------------
NORTHSIDE CHEVROLET, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Insurance Summary
-----------------
1998-1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Hoosier CCI0265605 1 Year 5/1/99
Ins. Co.
Blanket Buildings & Personal Property - Special Form - Including Earthquake - Replacement Cost -
------------------------------------------------------------------------------------------------
$500 Deductible - 90% Coinsurance - Agreed Amount - 10% Earthquake Deductible
-----------------------------------------------------------------------------
Limits Location
------ --------
$1,486,000 Per Statement of Values
Blanket Fence and Light Poles - Special Form - Including Earthquake - Replacement Cost -
----------------------------------------------------------------------------------------
$500 Deductible - 90% Coinsurance - Agreed Amount - 5 % Earthquake Deductible
-----------------------------------------------------------------------------
Limits Location
------- --------
$ 90,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
Limits Location
------ --------
$ 264,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
Glass - No Deductible
---------------------
Limits
------
Per Schedule
Electronic Data Processing - $250 Deductible - $1,000 Deductible Mechanical Breakdown
-------------------------------------------------------------------------------------
Limit Coverages
----- ------------
$ 60,000 Electronic Data Processing Equipment
$ 10,000 Electronic Data Processing Media
Employee Benefit Liability
--------------------------
Limit Coverages
----- ---------
$1,000,000 Each Claim
3,000,000 Aggregate
6
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Crime Coverage
--------------
Limits Coverage
------ --------
$ 100,000 Employee Dishonesty
GARAGE
------
Hoosier CGP0265605 1 Year 5/1/99
Ins. Co.
Limits Coverages
------ ---------
$1,000,000 Liability - Auto Only
$1,000,000 Liability - Other Than Auto
$3,000,000 Aggregate - Other Than Auto
$ 5,000 Medical Payments - Premise & Auto
$1,000,000 Uninsured & Underinsured Motorists
Coverages Include:
Hired & Non-Owned Auto Liability
Broad Form Liability
a) Host Liquor Liability
b) Incidental Medical Malpractice
c) Non-Owned Watercraft
d) Limited Worldwide Liability
e) Contractual Liability
f) Employees as Additional Insureds
Odometer Errors & Omissions
Truth-in-Lending Errors & Omissions
Dealers Physical Damage
-----------------------
Limits Coverage
------ --------
$5,000,000 Limit
$ 250/1000 Deductible
$ 500 Comprehensive
Deductible Collision
Coverage Includes:
False Pretense - $50,000
Drive Away Collision
Garagekeepers Coverage
----------------------
Limits Coverage
------------- ------------
$ 225,000 Limit
$ 100/500 Deductible Comprehensive
$ 500 Deductible Collision
7
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Workers Compensation
--------------------
Hoosier CWC0265605 Statutory 1 Year 5/1/99
Ins. Co. $ 500,000
Employers
Liability
Umbrella
--------
Hoosier CCU0265605 $5,000,000 1 Year 5/1/99
Ins. Co.
8
PROPERTIES ▇▇. ▇, ▇, ▇ ▇▇▇ ▇
----------------------------
▇▇▇▇▇▇ SATURN OF ATLANTA, INC. & ▇▇▇▇▇▇ BUICK OF ATLANTA, INC.
dba SATURN OF GWINNETT
SATURN OF ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ BUICK/SAAB - ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ BUICK - ROSWELL
c/▇ ▇▇▇▇▇▇ MANAGEMENT
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998 - 1999
Company Number Amount Premium Term Expiration
------------ -------------- ---------- -------------- ----------- --------------
PACKAGE
--------------------------
Hanover ZD15260589 1 Yr. 3/3/99
Ins. Co.
PROPERTY
------------
Special Form, Agreed Value, $1,000 Deductible, 90% Coinsurance, Replacement Cost
--------------------------------------------------------------------------------
Location #1 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. (Buick - Saab Dealership)
------------ Chamblee, GA
Location #2 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. (Body Shop)
------------ Chamblee, GA
LIMIT Building
-------------- ----------
$ 309,000 Saab Showroom & Service Dept.
$ 1,310,000 Office & Showroom
$ 500,000 Body Shop
LIMIT Blanket Business Personal Property
-------------- ----------
$ 1,620,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇
Location #3 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ (Saturn Dealership)
------------
LIMIT
-------------- Building
$ 1,000,000 Business Personal Property
$ 520,000
9
Company Number Amount Premium Term Expiration
------------ -------------- ---------- -------------- ----------- --------------
Location #4 ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇
----------- (Saturn Clean-up & Storage Lot)
LIMIT
--------------
$ 50,000 Business Personal Property
Location #5 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇ (Saturn Dealership)
-----------
LIMIT
--------------
$ 1,200,000 Building
$ 570,000 Business Personal Property
Location #6 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇, ▇▇ (Buick Dealership)
-----------
LIMIT
--------------
$ 3,950,000 Blanket Building Office/Showroom
$ 755,000 Blanket Business Personal Property
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
$600,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇▇▇, ▇▇
$312,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇▇▇, ▇▇
$420,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇, ▇▇
$600,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇▇▇▇▇, ▇▇
Employee Benefit Liability
---------------------------
Limit Coverage
-------------- --------------
$ 1,000,000 Each Claim
3,000,000 Annual Aggregate
1,000 Deductible
General Liability
------------------
Limit Coverage
-------------- --------------
$ 2,000,000 General Aggregate
2,000,000 Products/Completed Operations Aggregate
1,000,000 Personal & Advertising Injury
1,000,000 Each Occurrence
100,000 Fire Damage
5,000 Medical Expense
Location: ▇▇▇▇▇▇▇ Road, ▇▇▇▇▇▇ County, GA (Vacant Land)
10
Company Number Amount Premium Term Expiration
------------ -------------- ---------- -------------- ----------- --------------
Crime Coverage
--------------
Limit Coverage
-------------- --------------
$ 500,000 Blanket Employee Dishonesty
GARAGE
------------
Hanover JHI5260746 1 Yr. 3/3/99
Ins. Co.
Limit Coverage
-------------- --------------
$ 1,000,000 Liability - Auto Only - Each Accident
1,000,000 Liability - Other Than Auto - Each Accident
3,000,000 Aggregate - Other Than Auto
1,000,000 Uninsured & Underinsured Motorists
Coverage Includes:
Driveway Collision
Odometer Errors & Omissions
Truth-In-Lending Errors & Omissions
Broad Form Liability Endorsement
Title Errors & Omissions
Garagekeepers Legal Liability - Primary Insurance
--------------------------------------------------
Blanket $ 500,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Blanket 100,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
100,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
500,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
$ 100/$500 Deductible Comprehensive
$ 500 Deductible Collision
DEALERS PHYSICAL DAMAGE
-----------------------
Hanover JHI5260590 1 Yr. 3/3/99
Ins. Co.
Blanket 6,980,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Blanket 4,000,000 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
5,000,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
5,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
$500/$2,500 Deductible Comprehensive
$ 500 Deductible Collision
11
Company Number Amount Premium Term Expiration
------------ -------------- ---------- -------------- ----------- --------------
Coverage Includes: False Pretense Coverage
WORKERS COMPENSATION
--------------------
Hanover WMI5260591 $ 500,000 1 Yr. 3/3/99
Ins. Co.
UMBRELLA
--------
Federal 9979731349 $5,000,000 1 Yr. 3/3/99
Ins. Co.
12
PROPERTY NO. 9
--------------
▇▇▇ ▇▇▇▇▇▇ PONTIAC, INC. dba
▇▇▇ ▇▇▇▇▇▇ PONTIAC - GMC
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1997 - 1998
Company Number Amount Premium Term Expiration
----------------- ------------- ------------- ----------- -------- -------------
PACKAGE
-----------------
Citizens Ins. O1CMP033347000 1 Yr. 10/30/98
Co.
Building - Special Form - Agreed Value - $250 Deductible - 90% Co-Insurance - Replacement Cost
-----------------------------------------------------------------------------------------------
Limit Location
------------- -----------
$ 1,406,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇
4,500,000 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
17,500 Fence, 633 Ave. of Autos, Ft.
▇▇▇▇▇,
IN
Business Personal Property - Agreed Value - $250 Deductible - 90% Co-Insurance - Replacement Cost
--------------------------------------------------------------------------------------------------
Limit Location
------------- -----------
$ 200,000 ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇
1,000,000 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
Loss of Rents - Special Form - 100% Coinsurance
------------------------------------------------
Limit Location
------------- -----------
$ 540,000 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
Crime Coverage
---------------
Limit Coverage
------------- ----------
$ 100,000 Employee Dishonesty
5,000 Money - On & Off Premises
13
Company Number Amount Premium Term Expiration
----------------- ------------- ------------- ----------- -------- -------------
General Liability
-------------------
Limit Coverage
------------- ----------
$ 2,000,000 General Aggregate
2,000,000 Products/Completed Operations Aggregate
1,000,000 Personal & Advertising Injury
1,000,000 Each Occurrence
50,000 Fire Damage
5,000 Medical Expense
Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇
GARAGE
------
Citizens Ins. GPP0331207 1 Yr. 10/30/98
Co.
Garage Coverages
------------------
Limit Coverage
------------- ----------
$ 1,000,000 Liability - Auto Only - Each Accident
1,000,000 Liability - Other Than Auto - Each Accident
3,000,000 Aggregate - Other Than Auto
5,000 Medical Payments - Premises & Auto
1,000,000 Uninsured/Underinsured Motorists
Coverage Includes:
Broad Form Liability Endorsement
Truth-In-Lending Errors & Omissions
Odometer Coverage
Title Errors & Omissions
Garagekeepers Legal Liability - Direct Primary
----------------------------------------------
Limit
-------------
$ 1,000,000 Blanket
500 Deductible Comprehensive
500 Deductible Collision
Employee Benefit Errors & Omissions
-----------------------------------
Limit Coverage
------------- -----------
$ 1,000,000 Per Occurrence
1,000,000 Annual Aggregate
1,000 Deductible
14
Company Number Amount Premium Term Expiration
----------------- ------------- ------------- ----------- -------- -------------
DEALERS PHYSICAL DAMAGE
-----------------------
Citizens Ins. GPP0331208 1 Yr. 10/30/98
Co.
Limit
-------------
$10,000,000
500 Deductible Comprehensive
500 Deductible Collision
Coverage Includes:
False Pretense Coverage
Drive Away Collision
WORKERS COMPENSATION
--------------------
Citizens Ins. ▇▇▇▇▇▇▇▇▇ Statutory 1 Yr. 10/30/98
Co. $ 100,000
Employers
Liability
UMBRELLA
---------
Citizens Ins. CU0331123 $5,000,000 1 Yr. 10/30/98
Co.
15
PROPERTY NO. 10
---------------
▇▇▇ ▇▇▇▇▇▇ BUICK, INC. ETAL
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998 - 1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
PACKAGE
-------
Hoosier CPP0100384 1 Yr. 7/1/99
Ins. Co.
Blanket Building & Contents, Including Lights, Signs & Fences -
---------------------------------------------------------------
Special Form - Agreed Value - $500 Deductible - 90% Co-Insurance -
------------------------------------------------------------------
Replacement Cost
----------------
Limit Location
----- --------
$8,161,100 Per Statement of Values
Blanket Loss of Rents - Special Form - 50% Co-Insurance - Agreed Value
----------------------------------------------------------------------
Limit Location
----- --------
$ 274,247 Per Statement of Values (Retail Bldg.)
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
Limit Location
----- --------
$ 480,000 811 Avenue of Autos
Employee Hand Tools - $275 Deductible
-------------------------------------
Limit
-----
$ 100,000
Commercial General Liability
----------------------------
Limit Coverage
----- --------
$2,000,000 General Aggregate
2,000,000 Products - Completed Operations
1,000,000 Each Occurrence
1,000,000 Personal & Advertising Injury
50,000 Fire Damage (Any One Fire)
5,000 Medical Expense (Any One Person)
16
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Glass-Nil Deductible
--------------------
Location
--------
Per Schedule
Crime Coverage
--------------
Limit Coverage
----- --------
$ 500,000 ($1,000 Ded.) Employee
*50,000 ($1,000 Ded.) Forgery or Alteration
5,000 ($ 500 Ded.) Money On & Off Premise
* Includes $5,000 for the personal account of ▇▇▇ ▇▇▇▇▇▇
NOTE: Additional Named Insured - ▇▇▇ ▇▇▇▇▇ Buick GMC Truck Inc. 401 K Profit Sharing
Plan & Trust ▇▇▇▇▇▇ Group 401K Plan Trust
Employee Benefit Liability - $1,000 Deductible
----------------------------------------------
Limit Coverage
----- --------
$ 1,000,000 Each Claim
3,000,000 Annual Aggregate
GARAGE
------
Hoosier CGP0100384 1 Yr. 7/1/99
Ins. Co.
Limit Coverage
----- --------
$ 1,000,000 Liability - Auto Only - Each Accident
1,000,000 Liability - Other Than Auto - Each Accident
3,000,000 Aggregate - Other Than Auto
5,000 Medical Payments - Premise & Auto
1,000,000 Uninsured & Underinsured Motorists
Coverage Includes:
Odometer Errors & Omissions
Truth-In-Lending Errors & Omissions
Broad Form Liability Endorsement
False Pretense Coverage
Title Errors & Omissions
Drive Other Car Coverage for Mr. & Mrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇,
and ▇▇▇▇ ▇. ▇▇▇▇▇▇
17
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Garagekeepers Legal Liability - Direct Primary
----------------------------------------------
Limit
-----
$ 450,000 Blanket
500/2,500 Deductible Comprehensive
500 Deductible Collision
Dealers Physical Damage
-----------------------
Limit
-----
$12,000,000 Blanket
500/2,500 Deductible Comprehensive
500 Deductible Collision
UMBRELLA
--------
Hoosier UMC0100385 $5,000,000 1 Yr. 7/1/99
Ins. Co.
WORKERS COMPENSATION
--------------------
Fremont WC01090201 Statutory 1 Yr. 10/15/98
Comp. Ins. $ 500,000
Employers
Liability
18
PROPERTY NO. 11
---------------
▇▇▇ ▇▇▇▇▇▇ CADILLAC, INC.
DBA ▇▇▇ ▇▇▇▇▇▇ CADILLAC/SAAB
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998-1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
PACKAGE
-------
Hoosier Ins. Co. CCI0239708 1 Yr. 3/23/99
Blanket Building & Business Personal Property - 90% Coinsurance -
-----------------------------------------------------------------
Special Form Replacement Cost - Agreed Amount - $250 Deductible
---------------------------------------------------------------
Limit Location
----- --------
$1,492,500 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
Limit Location
----- --------
$ 240,000 ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇
Glass Coverage - No Deductible
------------------------------
Limit
-----
Per Schedule
Employee Benefit Errors & Omissions - $1,000 Deductible
-------------------------------------------------------
Limit
-----
$ 1,000,000 Each Claim
3,000,000 Annual Aggregate
19
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Crime Coverage - $1,000 Deductible
----------------------------------
Limit Coverage
----- --------
$ 100,000 Employee Dishonesty
20,000 Money - Inside & Outside
20,000 Robbery - Inside & Outside
Sign Coverage - No Deductible
-----------------------------
Limit Description
-----
$ 2,500 "▇▇▇ ▇▇▇▇▇▇ Cadillac/SAAB"
16,430 "SAAB"
Transportation Coverage - $100 Deductible
-----------------------------------------
Limit
-----
$ 2,500
Miscellaneous Property - $100 Deductible
----------------------------------------
Limit
-----
$ 1,800 2 - Cellular Phones @ $900 Each
GARAGE
------
Hoosier Ins. Co. CGP0239708 1 Yr. 3/23/99
Limit Coverage
----- --------
$1,000,000 Liability - Auto Only - Each
1,000,000 Accident
3,000,000 Other Than Auto - Each Accident
5,000 Aggregate - Other Than Auto
1,000,000 Medical Payments - Premise & Auto
Uninsured/Underinsured Motorists
20
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
Coverages Included:
Drive Other Car - Full Coverage - Mr. & Mrs. ▇▇▇ ▇▇▇▇▇▇
Hired & Non-Owned Auto Liability
Broad Form Liability
a) Host Liquor Liability
b) Incidental Medical Malpractice
c) Non-Owned Watercraft
d) Limited Worldwide Liability
e) Contractual Liability
Odometer Errors & Omissions
Truth-in-Lending Errors & Omissions
Title Errors & Omissions
Dealers Physical Damage
-----------------------
Limit
-----
$ 4,500,000
500/2,500 Deductible Comprehensive
1,000 Deductible Collision
Coverage Includes: False Pretense - $50,000 - Per Occurrence
Drive Away Collision
Garagekeepers Legal Liability Coverage - Direct Primary
-------------------------------------------------------
$ 225,000
250/1,000 Deductible Comprehensive
500 Deductible Collision
WORKERS COMPENSATION
--------------------
Casualty Ins. Co. WC150298-05 Statutory 1 Yr. 3/23/99
$ 500,000
Employers
Liability
UMBRELLA
--------
Hoosier Ins. Co. CCU0239708 $5,000,000 1 Yr. 3/23/99
21
PROPERTY NO. 12
---------------
SATURN OF FORT ▇▇▇▇▇, INC.
▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INSURANCE SUMMARY
-----------------
1998 - 1999
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
PACKAGE
-------
Citizens Ins. Co. CMP0333802 1 Yr. 4/15/99
Blanket Building & Business Personal Property - Special Form - Replacement Cost -
---------------------------------------------------------------------------------
90% Coinsurance - $250 Deductible - Agreed Amount
-------------------------------------------------
Limit
-----
$ 664,000
Loss of Rents - Special Form - 100% Coinsurance
-----------------------------------------------
Limit
-----
$ 549,000
Glass - Nil Deductible
----------------------
Limit
-----
Per Schedule
Crime Coverage - $500 Deductible
--------------------------------
Limit Coverage
----- --------
$ 100,000 Employee Dishonesty
25,000 Forgery or Alteration
5,000 Money On & Off Premise
Employee Benefits Errors & Omission - $1,000 Deductible
-------------------------------------------------------
Limit Coverage
----- --------
$ 500,000 Each Claim
1,500,000 Annual Aggregate
Electronic Data Processing Coverage - $250 Deductible
-----------------------------------------------------
Limit Coverage
----- --------
$ 76,387 Hardware
5,000 Media
22
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
General Liability
-----------------
Limit Coverage
----- --------
$ 2,000,000 General Aggregate
2,000,000 Products/Completed Operations Aggregate
2,000,000 Personal & Advertising Injury
1,000,000 Each Occurrence
50,000 Fire Damage
5,000 Medical Expense
Location: space J442, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
GARAGE
------
Citizens GPP0334473 1 Yr. 4/15/99
Ins. Co.
Limit Coverage
----- --------
$1,000,000 Liability - Auto Only - Each Accident
1,000,000 Liability - Other Than Auto Only - Each Accident
3,000,000 Liability - Other Than Auto - Aggregate
1,000,000 Uninsured & Underinsured Motorists
5,000 Medical Payments - Premise & Auto
Coverage Includes:
Broad Form Liability Endorsement
Odometer Errors & Omissions
Truth-In-Lending Errors & Omissions
Garagekeepers Legal Liability - Direct Primary
----------------------------------------------
Limit
-----
$ 100,000 $500/2,500 Comprehensive Deductible
500 Collision Deductible
Dealers Physical Damage
-----------------------
Citizens GPP0334474 1 Yr. 4/15/99
Ins. Co.
Limit
-----
$ 2,800,000 $500/2,500 Comprehensive Deductible
500 Collision Deductible
Coverage Includes:
False Pretense Coverage
Drive Away Collision
23
Company Number Amount Premium Term Expiration
------- ------ ------ ------- ---- ----------
WORKERS COMPENSATION
--------------------
Casualty WI50974-03 Statutory 1 Yr. 4/15/99
Ins. Co. $ 500,000
Employer
Liability
UMBRELLA 1 Yr. 4/15/99
--------
Citizens CU0334099 $5,000,000
Ins. Co.
24
PAGE>
SCHEDULE 7.17
SERVICE CONTRACTS AND MANAGEMENT CONTRACTS
1. Exclusive Sponsorship and Promotional Acknowledgement Agreement dated
December 1, 1996
SCHEDULE 10.3
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Dealership Street Address
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Northside Chevrolet ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇▇▇ Buick of Atlanta ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇▇▇ Buick of Roswell ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇
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Saturn of Chamblee 5764 Peachtree
(includes used car lot) Chamblee, GA and
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇
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Saturn of Gwinnett ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇
--------------------------------------------------------------------------------