EXHIBIT 10.19
STATE OF TENNESSEE
ASSIGNMENT OF LEASE AND
CONSENT OF LANDLORD
COUNTY OF XXXXXXXXXX
RE: 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX
THIS ASSIGNMENT OF LEASE AND CONSENT OF LANDLORD is made and entered
into effective as of August 1, 2000 by FRANKLIN NATIONAL BANK (hereinafter
called "Assignor"), PINNACLE FINANCIAL PARTNERS, INC., formerly TMP, INC., a
Tennessee Corporation (a registered bank holding company under the Federal Bank
Holding Company Act of 1956, as amended, and a 100% owner of Pinnacle National
Bank, N.A. in formation), (hereinafter called "Assignee"), and Xxxxxxx
Investments, a Delaware General Partnership, XXXX X. XXXXXXX and wife, XXXX
XXXXXXX, General Partners, of San Xxxxx, California (hereinafter called
"Landlord").
WITNESSETH:
In consideration of the mutual covenants and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor, Assignee, and Landlord hereby agree as
follows:
1. ASSIGNMENT BY ASSIGNOR. In accordance with the Agreement for
Assignment of Lease dated July 17, 2000, between Assignor and Assignee, and in
consideration of that payment due from Assignee to Assignor as provided therein,
Assignor hereby assigns, transfers and conveys unto Assignee all of Assignor's
right, title and interest as tenant (i) in, to and under that certain Lease
Agreement entered into originally by Nashville City Bank and Trust Company,
Inc., as tenant and Xxxx X. Xxxxxxx and wife, Xxxx Xxxxxxx, as Landlord, dated
April 1, 1985 (referred to as the "Lease") relating to leased premises and
improvements located at 0000 Xxxxxx Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx,
Xxxxxxxxx (referred to as the "Leased Premises"), (ii) in and to any buildings,
leasehold improvements, fixtures or equipment on said property, including the
items of personal property described on Exhibit B attached hereto, and (iii) in
and to any right to extend or renew the term of the Lease; subject, however, to
the following terms and conditions:
(a) The effective date of the assignment of the Lease (the
"Assignment Date") shall be August 1, 2000. Assignor agrees to
vacate the Leased Premises on July 31, 2000, the "Possession
Date", and possession of the Leased Premises shall be
delivered to Assignee as of said date. Until the Possession
Date, Assignor shall have the right to remain in possession of
the Leased Premises under the Lease;
(b) Through and including the Possession Date, Assignor shall be
liable for the payment of (i) the monthly rent due under the
Lease and (ii) any and all other costs and expenses due under
the Lease, including, without limitation, those relating to
taxes, insurance, repairs, maintenance, and utilities, that
may be payable under the Lease or that may be incurred with
respect to the Leased Premises, prorated as appropriate;
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(c) As of the Assignment Date, Assignee shall deliver to Assignor
the payment due under the Agreement for Assignment of Lease
dated July 17, 2000, between Assignor and Assignee. Beginning
the day after the Possession Date, Assignee shall be liable
for the payment of (i) the monthly rent due under the Lease
and (ii) any and all other costs and expenses due under the
Lease, including, without limitation, those relating to taxes,
insurance, repairs, maintenance, and utilities, that may be
payable under the Lease or that may be incurred with respect
to the Leased Premises, prorated as appropriate;
(d) Assignor's interest in the Leased Premises and in the items
described on Exhibit B attached hereto, and in the leasehold
improvements, fixtures or equipment on said property are being
assigned to Assignee in their "AS IS/WHERE IS" condition,
without warranty, express or implied, as to the condition or
merchantability thereof or the fitness thereof for any
particular use or purpose, and Assignor's interest in the
Leased Premises is subject to any liens, easements,
rights-of-way, restrictions or other matters affecting title
to said property.
2. ACCEPTANCE BY ASSIGNEE. Assignee hereby accepts the assignment of
the Lease upon the terms and conditions hereof, agrees to assume and perform
directly any and all of the duties and obligations of Assignor as tenant under
the Lease, agrees to abide by the terms and conditions of the Lease, and agrees
to indemnify and hold harmless Assignor from and against any and all claims,
damages and liabilities arising from or relating to the Lease as to matters
occurring on or after the Possession Date.
3. ASSIGNOR'S REPRESENTATIONS. Assignor hereby confirms unto Assignee
as follows:
(a) Assignor is the sole tenant under the Lease and is the sole
owner of the tenant's interest thereunder; and Assignor holds
valid leasehold title to the Lease and the buildings,
leasehold improvements, fixtures and equipment assigned
hereby.
(b) Assignor has not previously assigned the Lease or any interest
therein, the security or otherwise, or sublet the property
subject to the Lease, in whole or in part.
(c) Subject to Xxxxxxxx's consent, Assignor has the full right and
authority to assign the Lease and all of Assignor's rights
contained therein and Assignor knows of no circumstance which
would prevent this assignment of the Lease from being valid
and binding upon Assignor in all respects.
(d) The Lease has not been modified, or amended in any manner
except as shown on Exhibit A attached hereto, and the Lease is
in full force and effect as of the date hereof.
(e) Assignor is not in default under the Lease, and no
circumstances or conditions exist which, either now or by the
passage of time, would constitute a default under the Lease or
would entitle Landlord
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to terminate the Lease or abridge Assignor's rights
thereunder.
(f) All rentals due and payable under the Lease as of the date
hereof have been paid and will have been paid by Assignor as
of the Date of Possession.
(g) Xxxxxxxx agrees to indemnify and hold harmless Assignee from
and against any and all claims, damages and liabilities
arising from or relating to the Lease as to matters occurring
prior to the Possession Date.
4. LANDLORD'S REPRESENTATIONS. Xxxxxxxx xxxxxx confirms unto Assignee
as follows:
(a) A true, correct, and complete copy of the Lease is attached
hereto as Exhibit A. Except as shown in Exhibit A, there are
no amendments, supplements, or waivers with respect to the
rights of either party under the Lease.
(b) The Lease is valid and in full force and effect in accordance
with the terms and conditions thereof and there are no uncured
defaults under the Lease.
(c) The commencement date of the term of the Lease was April 1,
1985, and the termination date of the initial term of the
Lease is March 31, 1995, subject to the right of the tenant
under the Lease to five (5) renewal terms of five (5) years
each; and two (2) of such renewal options have been exercised
by Assignor and one (1) of such renewal options has been
exercised by Assignee as provided below, thereby extending the
term of the Lease from April 1, 2005, through March 31, 2010.
(d) Monthly rent due under the Lease is currently in the amount of
$7,804.16 and is subject to increase as of April 1, 2003 as
provided under the Lease. The periodic rent adjustments shall
continue through the extended renewal option periods pursuant
to the provisions of Article 2. Rent under the Lease.
(e) The Lease is hereby amended as provided in paragraph 8 below,
to add two (2) additional five (5) renewal options for the
periods April 1, 2010 through March 31, 2015, and April 1,
2015 through March 31, 2020, respectively.
5. CONSENT AND RELEASE BY LANDLORD. In consideration of the payment of
$10,000 by Assignor to Landlord due as of the Assignment Date, Landlord hereby
consents to the terms of this agreement and the assignment of the Lease by
Assignor to Assignee (but this consent by Landlord shall not constitute a waiver
of the necessity for such consent by Landlord to any subsequent assignment of
subletting if required under the Lease), and acknowledges and agrees that (i)
Assignor shall be and hereby is released from any and all future liability
whatsoever to Landlord under the Lease from and after March 31, 2005, and (ii)
Assignee shall have the right to exercise any right to renew and extend the term
of the Lease or any other right as provided therein without requiring Assignor
to join in the exercise of such right.
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6. EXTENSION OF TERM. Assignee and Landlord acknowledge and agree that
Assignee has hereby properly exercised the right to renew and extend the term of
the Lease as provided therein for one (1) renewal term of five (5) years,
thereby extending the term of the Lease from April 1, 2005 through March 31,
2010. As provided in paragraph 5 above, Assignor shall have no liability to
Landlord for any such extended term of the Lease after March 31, 2005.
7. CONSENT BY LANDLORD TO IMPROVEMENTS. Landlord hereby consents to the
change in any exterior and interior signage at the Leased Premises to identify
Assignee as the tenant of the Leased Premises under the Lease and to any
improvements, additions and alterations to the interior and/or exterior of the
Leased Premises that may be desired by Assignee, at Assignee's own expense, to
accommodate Assignee's use and occupancy of the Leased Premises. Assignee shall
permit no non-code work to be done of the Leased Premises, shall permit no liens
to attach to the Leased Premises, shall obtain all necessary permits, and shall
comply with all local, state, and federal regulations which are applicable to
such proposed work.
8. ARTICLE 1. PREMISES AND TERMS. Lease Agreement dated April 1, 1985,
is hereby amended to increase the number of renewal options from three (3)
renewal options of five (5) years each to five (5) renewal options of five (5)
years each, the two (2) additional renewal options permit the extention of the
renewal periods from April 1, 2010 through March 31, 2015, and April 1, 2015
through March 31, 2020, respectively, and the 60 day notice requirement shall be
amended to read Lessee shall give written notice of its election to Lessor not
less than six (6) months prior to the expiration of the term hereof, or the
current renewal term, as the case may be.
9. DEFAULT. In the even of a default by Assignee in any of the terms or
conditions of the Lease on, or before, March 31, 2005, Landlord, at its option,
may proceed directly against Assignor in accordance with Article 14. Default,
under the Lease.
10. NOTICES. Any notice required or permitted to be given under the
Lease or this agreement shall be given and received according to the terms of
the Lease, and the addresses of the parties for such notices are currently as
follows:
If to Landlord: Xxxxxxx Investments
c/o Mr. & Xxx. Xxxx X. Xxxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
If to Assignee: Pinnacle Financial Partners, Inc.,
formerly, TMP, Inc.
Attention: Xx. Xxxx Xxxxx
0000 Xxxx Xxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
If to Assignor: Franklin National Bank
(but not required Attention: Xx. Xxxxxx X. Xxxx, Xx.
after March 31, 2005) 000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx, 00000
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11. AGREEMENT AS AMENDMENT TO LEASE. The provisions set forth in this
agreement shall be deemed to be an amendment to the terms of the Lease and shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, successors and assigns. It is the intent of the parties that
this amendment not alter or affect the viability or construction of the Lease
currently in force, which is understood to continue to be valid and in full
force and effect as hereby amended.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
effective as of the date first above written.
ASSIGNOR: FRANKLIN NATIONAL BANK
--------------------------------------
President
ASSIGNEE: PINNACLE FINANCIAL PARTNERS, INC.
formerly TMP, INC., AND
PINNACLE NATIONAL BANK (IN FORMATION)
--------------------------------------
President
LANDLORD: XXXXXXX INVESTMENTS
--------------------------------------
Xxxx X. Xxxxxxx, General Partner
-------------------------------------
Xxxx Xxxxxxx, General Partner
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STATE OF TENNESSEE
COUNTY OF XXXXXXXXXX
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared X. XXXXX XXXXX, III, with whom I am
personally acquainted (or proved to me on the basis of satisfactory evidence),
and who upon oath acknowledged himself to be President of FRANKLIN NATIONAL
BANK, the within named bargainor, a national banking association, and that he as
such President being authorized so to do, executed the foregoing instrument for
the purposes therein contained, by signing the name of the corporation by
himself as President.
Witness my hand and seal, at office in Franklin, Tennessee, this the
____ day of August, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
STATE OF TENNESSEE
COUNTY OF DAVIDSON
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared XXX XXXXXX with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who upon
oath acknowledged himself to be Chairman of PINNACLE FINANCIAL PARTNERS, INC.,
the within named bargainor, a Tennessee Corporation, and that he as such
Chairman being authorized so to do, executed the foregoing instrument for the
purposes therein contained, by signing the name of the corporation by himself as
Chairman.
Witness my hand and seal, at office in Nashville, Tennessee, this the
____ day of August, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
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STATE OF CALIFORNIA
COUNTY OF
-------------------------
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared XXXX X. XXXXXXX, General Xxxxxxx, XXXXXXX
INVESTMENTS, the within named bargainor, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who acknowledged
that he executed the within instrument for the purposes therein contained.
Witness my hand and seal, at office in ______________, ________________
this the ____ day of August, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
STATE OF CALIFORNIA
COUNTY OF
------------------------
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared XXXX XXXXXXX, General Partner, XXXXXXX
INVESTMENTS, the within named bargainor, with whom I am personally acquainted
(or proved to me on the basis of satisfactory evidence), and who acknowledged
that she executed the within instrument for the purposes therein contained.
Witness my hand and seal, at office in______________, _________________
this the ____ day of August, 2000.
-----------------------------------------
Notary Public
My Commission Expires:
-------------------
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EXHIBIT B
FURNITURE/EQUIPMENT LIST
Desks - 8
Credenzas - 7
Executive Chairs - 4
Secretarial Chairs - 3
Lamps - 4
Framed Prints - 13
Love Seat - 1
Arm Chairs - 2
Side Chairs - 16
Small Coffee Pot Table - 1
Custom Check/Counter Table - 1
Diebold vault door
Lock box viewing table with 1 side chair
3 window teller counters
Drive-thru teller counter
5 teller stools
Storage counter behind tellers - sliding doors & drawers
Diebold audio system microphone - 2 (drive-thru)
CCTV Camera - 2
4 lane drive-thru with closed circuit camera - 2
Panasonic cassette deck
Sony receiver
Sanyo microwave
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Exhibit A
STATE OF TENNESSEE
ASSIGNMENT OF LEASE AND
CONSENT OF LANDLORD
COUNTY OF XXXXXXXXXX
Re: 0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX
THIS ASSIGNMENT OF LEASE AND CONSENT OF LANDLORD is made and entered into
effective as of ____________________, 1994 by FIRST UNION NATIONAL BANK OF
TENNESSEE, successor by merger to Nashville City Bank and Trust Co., Inc.
(hereinafter called "Assignor"), FRANKLIN NATIONAL BANK (hereinafter called
"Assignee"), and XXXX X. XXXXXXX and wife, XXXX XXXXXXX, of San Xxxxx,
California (hereinafter called "Landlord").
WITNESSETH:
In consideration of the mutual covenants and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor, Assignee and Landlord hereby agree as
follows:
1. ASSIGNMENT BY ASSIGNOR. In accordance with the Agreement for
Assignment of Lease dated July 21, 1994, between Assignor and Assignee, and in
consideration of that payment due from Assignee to Assignor as provided therein,
Assignor hereby assigns, transfers and conveys unto Assignee all of Assignor's
right, title and interest as tenant (i) in, to and under that certain Lease
Agreement entered into originally by Nashville City Bank and Trust Co., Inc. as
tenant (now First Union National Bank of Tennessee) and Xxxx X. Xxxxxxx and
wife, Xxxx Xxxxxxx, as landlord, dated April 1, 1985 (referred to as the
"Lease") relating to leased premises and improvements located at 0000 Xxxxxx
Xxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Xxxxxxxxx (referred to as the "Leased
Premises'), (ii) in and to any buildings, leasehold improvements, fixtures or
equipment on said property, including the items of personal property described
on Exhibit B attached hereto, and (iii) in and to any right to extend or renew
the term of the Lease; subject, however, to the following terms and conditions:
(a) The effective date of the assignment of the Lease (the "Assignment
Date") shall be the earlier of (i) March 31, 1995, or (ii) the
"Possession Date" as hereinafter defined. The "Possession Date" is
defined as the earlier of (i) May 31, 1995, or (ii) the date the
Leased Premises is vacated by Assignor and possession thereof is
delivered by Assignor to Assignee. Assignor agrees to vacate the
Leased Premises within three (3) days after opening for business at
its new location in Brentwood, Tennessee and possession of the Leased
Premises shall be delivered to Assignee as of said date. Until the
Possession Date, Assignor shall have the right to remain in possession
of the Leased Premises under the Lease;
(b) Through and including the Possession Date, Assignor shall be liable
for the payment of (i) the monthly rent due under the Lease and (ii)
any and all other costs and expenses due under the Lease, including,
without limitation, those relating to taxes, insurance, repairs,
maintenance, and utilities, that may be payable under the Lease or
that may be incurred with respect to the Leased Premises, prorated as
appropriate;
(c) As of the Assignment Date, Assignee shall deliver to Assignor the
payment due under the Agreement for Assignment of Lease dated July 21,
1994, between Assignor and Assignee. Beginning the day after the
Possession Date, Assignee shall be liable for the payment of (i) the
monthly rent due under the Lease and (ii) any and all other costs and
expenses due under the Lease, including, without limitation, those
relating to taxes, insurance, repairs, maintenance, and utilities,
that may be payable under the Lease or that may be incurred with
respect to the Leased Premises, prorated as appropriate;
(d) Assignee shall not open for the conduct of business at the Leased
Premises nor shall Assignee install any exterior signage at the Leased
Premises for a period of twenty-one (21) days after the Possession
Date; provided, however, Assignee shall be allowed to renovate the
Leased Premises and the improvements located thereon during such
twenty-one (21) days; and
(e) Assignor' s interest in the Leased Premises and in the items described
on Exhibit B attached hereto, and in the leasehold improvements,
fixtures or equipment on said property are being assigned to Assignee
in their "AS IS/WHERE IS" condition, without warranty, express or
implied, as to the condition or merchantability thereof or the fitness
thereof for any particular use or purpose, and Assignor's interest in
the Leased Premises is subject to any liens, easements, rights-of-way,
restrictions or other matters affecting title to said property.
2. ACCEPTANCE BY ASSIGNEE. Assignee hereby accepts the assignment of the
Lease upon the terms and conditions hereof, agrees to assume and perform
directly any and all of the duties and obligations of Assignor as tenant under
the Lease, agrees to abide by the terms and conditions of the Lease, and agrees
to indemnify and hold harmless Assignor from and against any and all claims,
damages and liabilities arising from or relating to the Lease as to matters
occurring on or after the Possession Date.
3. Assignor hereby confirms unto Assignee as follows:
(a) Assignor is the sole tenant under the Lease and is the sole owner
of the tenant's interest thereunder; and Assignor holds valid
leasehold title to the Lease and the buildings, leasehold
improvements, fixtures and equipment assigned hereby.
2
(b) Assignor has not previously assigned the Lease or any interest
therein, for security or otherwise, or sublet the property
subject to the Lease, .in whole or in part.
(c) Subject to Xxxxxxxx's consent, Assignor has the full right and
authority to assign the Lease and all of Assignor's rights
contained therein and Assignor knows of no circumstance which
would prevent this assignment of the Lease from being valid and
binding upon Assignor in all respects.
(d) The Lease has not been modified, or amended in any manner except
as shown on Exhibit A attached hereto, and the Lease is in full
force and effect as of the date hereof.
(e) Assignor is not in default under the Lease, and no circumstances
or conditions exist which, either now or by the passage of time,
would constitute a default under the Lease or would entitle
Landlord to terminate the Lease or abridge Assignor's rights
thereunder.
(f) All rentals due and payable under the Lease as of the date hereof
have been paid and will have been paid by Assignor as of the Date
of Possession.
(g) Xxxxxxxx agrees to indemnify and hold harmless Assignee from and
against any and all claims, damages and liabilities arising from
or relating to the Lease as to matters occurring prior to the
Possession Date.
4. LANDLORD'S REPRESENTATIONS. Xxxxxxxx xxxxxx confirms unto Assignee as
follows:
(a) A true, correct, and complete copy of the Lease is attached
hereto as Exhibit A. Except as shown in Exhibit A, there are no
amendments, supplements, or waivers with respect to the rights of
either party under the Lease.
(b) The Lease is valid and in full force and effect in accordance
with the terms and conditions thereof and there are no uncured
defaults under the Lease.
(c) The commencement date of the term of the Lease was April 1, 1985,
and the termination date of the initial term of the Lease is
March 31, 1995, subject to the right of the tenant under the
Lease to three (3) renewal terms of five (5) years each; and two
(2) of such renewal options have been exercised by Assignee as
provided below, thereby extending the term of the Lease from
April 1, 1995 through March 31, 2005.
(d) Monthly rent due under the Lease is currently in the amount of
$6,700.00 and is subject to increase as of April 1, 1997, as
provided under the Lease.
3
5. CONSENT AND RELEASE BY LANDLORD. In consideration of the payment of
$10,000.00 by Assignor to Landlord due as of the Assignment Date, Landlord
hereby consents to the terms of this agreement and the assignment of the Lease
by Assignor to Assignee (but this consent by Landlord shall not constitute a
waiver of the necessity for such consent by Landlord to any subsequent
assignment or subletting if required under the Lease), and acknowledges and
agrees that (i) Assignor shall be and hereby is released from any and all future
liability whatsoever to Landlord under the Lease from and after March 31, 1995,
and (ii) Assignee shall have the right to exercise any right to renew and extend
the term of the Lease or any other right as provided therein without requiring
Assignor to join in the exercise of such right.
6. EXTENSION OF TERM. Assignee and Landlord acknowledge and agree that
Assignee has hereby properly exercised the right to renew and extend the term of
the Lease as provided therein for two (2) renewal terms of five (5) years each,
thereby extending the term of the Lease from April 1, 1995 through March 31,
2005. As provided in paragraph 5 above, Assignor shall have no liability to
Landlord for any such extended term of the Lease.
7. CONSENT BY LANDLORD TO IMPROVEMENTS. Landlord hereby consents to the
change in any exterior and interior signage at the Leased Premises to identify
Assignee as the tenant of the Leased Premises under the Lease and to any
improvements, additions and alterations to the interior and/or exterior of the
Leased Premises that may be desired by Assignee, at Assignee's own expense, to
accommodate Assignee's use and occupancy of the Leased Premises. Assignee shall
permit no non-code work to be done on the Leased Premises, shall permit no liens
to attach to the Leased Premises, shall obtain all necessary permits, and shall
comply with all local, state, and federal regulations which are applicable to
such proposed work.
8. NOTICES. Any notice required or permitted to be given under the Lease
or this agreement shall be given and received according to the terms of the
Lease, and the addresses of the parties for such notices are currently as
follows:
If to Landlord: Mr. & Xxx. Xxxx X. Xxxxxxx, Xx.
0000 Xxxxxxx Xxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
If to Assignee: Franklin National Bank
Attention: Xx. Xxxxxx X. Xxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
If to Assignor: First Union National Bank of
(but not required Tennessee
after the Possession Attention: Xx. Xxxxxxx X. Xxxxx
Date) Corporate Real Estate
0000 Xxx Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0340
4
9. AGREEMENT AS AMENDMENT TO LEASE. The provisions set forth in this
agreement shall be deemed to be an amendment to the terms of the Lease and shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, successors and assigns. It is the intent of the parties that
this amendment not alter or affect the viability or construction of the Lease
currently in force, which is understood to continue to be valid and in full
force and effect as hereby amended.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
effective as of the date first above written.
ASSIGNEE: FRANKLIN NATIONAL BANK
By: _________________________ (BANK SEAL)
____________________ President
ASSIGNOR: FIRST UNION NATIONAL BANK
OF TENNESSEE
By: _________________________ (BANK SEAL)
Vice President
LANDLORD: ____________________________ (SEAL)
Xxxx X. Xxxxxxx
____________________________ (SEAL)
Xxxx Xxxxxxx
5
STATE OF ________________
COUNTY OF ______________
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared ________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory
evidence), and who upon oath acknowledged himself to be ______ President of
FIRST UNION NATIONAL BANK OF TENNESSEE, the within named bargainor, a
national banking association, and that he as such ______ President being
authorized so to do, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by himself as
______ President.
Witness my hand and seal, at office in __________________,
______________, this the _____ day of _______________, 1994.
(SEAL) _______________________________________
Notary Public
My Commission Expires:_________________
STATE OF ________________
COUNTY OF _______________
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared ________________, with whom I am
personally acquainted (or proved to me on the basis of satisfactory
evidence), and who upon oath acknowledged himself to be ______ President of
FRANKLIN NATIONAL BANK, the within named bargainor, a national banking
association, and that he as such ______ President being authorized so to
do, executed the foregoing instrument for the purposes therein contained,
by signing the name of the corporation by himself as ______ President.
Witness my hand and seal, at office in __________________,
______________, this the _____ day of _______________, 1994.
(SEAL) _______________________________________
Notary Public
My Commission Expires:_________________
6
STATE OF ________________
COUNTY OF _______________
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared XXXX X. XXXXXXX, the within named
bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
Witness my hand and seal, at office in __________________,
______________, this the _____ day of _______________, 1994.
(SEAL) _______________________________________
Notary Public
My Commission Expires:_________________
STATE OF ________________
COUNTY OF ______________
Before me, the undersigned, a Notary Public in and for the County and
State aforesaid, personally appeared XXXX XXXXXXX, the within named
bargainor, with whom I am personally acquainted (or proved to me on the
basis of satisfactory evidence), and who acknowledged that he executed the
within instrument for the purposes therein contained.
Witness my hand and seal, at office in __________________,
______________, this the _____ day of _______________, 1994.
(SEAL) ___________________________________
Notary Public
My Commission Expires:_____________
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ASSUMPTION AGREEMENT
AND
FIRST AMENDMENT TO LEASE AGREEMENT
THIS AGREEMENT ("Agreement") made and entered into effective as of this
____ day of _______, 1993, by and between XXXX X. XXXXXXX and XXXX XXXXXXX, of
San Xxxxx, California ("Xxxxxxx"), and FIRST NION NATIONAL BANK, a national
banking association, as successor-in-interest to Dominion Bank of Middle
Tennessee and Nashville City Bank and Trust Co. ("Firs Union").
WITNESSETH:
WHEREAS, by Lease Agreement made as of the 1st day of April, 1985 (the
"Lease"), NASHVILLE CITY BANK AND TRUST CO., INC., a banking institution
organized under the laws of the State of Tennessee ("Nashville"), leased from
Xxxxxxx that certain tract of land, together with the improvements thereon,
located at 0000 Xxxxxx Xxxxxx, Xxxx, Xxxxxxxxx, Xxxxxxxxxx Xxxxxx, Tennessee
(the "Premises")' and
WHEREAS, Nashville merged with and into DOMINION BANK OF MIDDLE TENNESSEE,
a banking institution organized under the Laws of the State of Tennessee
("Dominion"), whereby Dominion was the surviving corporation; and
WHEREAS, Dominion as successor-in-interest to Nashville assumed all
obligations and rights under the Lease; and
WHEREAS, Dominion has merged with and into First Union, whereby First Union
is the surviving corporation; and
WHEREAS, First Union as successor-in-interest to Dominion has assumed all
obligations and rights under the Lease; and
WHEREAS, Xxxxxxx has agreed to permit First Union to change the signage and
to install a satellite dish upon the Premises; and
WHEREAS, the parties desire to confirm the current rental and other certain
provisions of the Lease; and
WHEREAS, the parties desire to amend the Lease to provide for a notice
provision as to each party;
NOW THEREFORE, in consideration of the Premises and the mutual covenants
contained herein, the parties do hereby agree as follows:
1. First Union, as successor-in-interest to Dominion, hereby assumes the
Lease and further agrees to comply with all of the terms and conditions thereof
as "Lessee."
2. Xxxxxxx hereby acknowledges that First Union may replace the existing
signage at the Premises and consents to installation of signage to properly
identify the Premises as a First Union banking facility, subject to all terms of
the Lease.
3. Xxxxxxx consents to the installation of a satellite antenna on the
Premises by First Union, with such installation to be at the sole cost, expense
and risk of First Union, as provided in the Lease. First Union shall, subsequent
to installation of the satellite antenna, provide a copy of the plans for such
antenna to Xxxxxxx. Such satellite antenna shall remain the property of First
Union. First Union shall remove the satellite antenna at the end of the Lease
term, or any renewals thereof. Upon such removal, First Union shall restore the
area of the Premises where the satellite antenna is located to its original
condition and repair any damage to the Premises caused by removal of the
satellite antenna, as provided in the Lease.
4. The parties hereby confirm the following in regard to the Lease:
(a) The expiration date of the current Lease term is March 31, 1995;
(b) First Union has three (3) five-year renewal options; and
(c) The current monthly rental amount under the Lease is Six Thousand
One Hundred Dollars and 00/100 ($6,100.00).
5. The parties hereby amend the Lease to provide for a notice provision
by adding a new Paragraph 20, as follows:
"20. NOTICES. Any notice which Lessor may desire or be required to
give to Lessee shall be deemed sufficiently given or rendered if in
writing, delivered to Lessee by express delivery service with receipt or by
certified or registered United States mail, return receipt requested,
addressed to Lessee at:
First Union National Bank of South Carolina
Corporate Real Estate Division
1420 Two First Union Center
Charlotte, North Carolina 28288-0340
ATTENTION: Xxx Xxxxxx;
and any notice which Lessee may desire or be required to give to Lessor
shall be deemed sufficiently given or rendered if in writing, delivered to
Lessor by certified or registered mail, return receipt requested, addressed
to Lessor at:
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Xxxx X. and Xxxx Xxxxxxx
0000 Xxxxxxx Xxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000;
or at such other places as Lessee or Lessor may from time to time designate
in writing. any notice given hereunder via the United States postal system
shall be deemed given the day after deposit in the mails as set forth
above."
6. Except as herein modified and amended, all terms and conditions of the
Lease are hereby confirmed by the parties and shall remain in full force and
effect. The execution of this Agreement shall in no event be deemed to
constitute a waiver of any right or claim of either Lessee or Lessor under or by
virtue of the Lease.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the date first above written.
"XXXXXXX"
____________________________________________
Xxxx X. Xxxxxxx
____________________________________________
Xxxx Xxxxxxx
____________________________________________
"FIRST UNION"
ATTEST: [SEAL] FIRST UNION NATIONAL BANK
_________________________________ By:_________________________________________
____________________ Secretary Name:_______________________________________
Title:_____________________________President
3
STATE OF CALIFORNIA )
):
COUNTY OF LOS ANGELES )
This instrument was acknowledged before me on this ____ day of
_____________, 1993, by Xxxx X. Xxxxxxx and Xxxx Xxxxxxx.
___________________________________
Notary Public
My Commission Expires:
___________________________
[SEAL]
STATE OF ___________________ )
):
COUNTY OF _________________ )
This instrument was acknowledged before me on this ____ day of
_____________, 1993, by ____________________, as _____________ President of
First Union National Bank, a national banking association..
___________________________________
Notary Public
My Commission Expires:
___________________________
[SEAL]
4
LEASE AGREEMENT
This Lease Agreement made and entered into as of the 1st day of April,
1985, by and between Xxxx X. Xxxxxxx and wife, Xxxx Xxxxxxx, residents of San
Xxxxx, California (the "Lessor"), and Nashville City Bank and Trust Co., Inc., a
banking institution organized under the laws of the State of Tennessee and
having its principal place of business in Nashville, Tennessee (the "Lessee").
W I T N E S S E T H:
1. PREMISES AND TERMS. Lessor, in consideration of the rentals
hereinafter agreed to be paid and of the covenants, conditions and agreements to
be kept and performed by Xxxxxx, hereby leases and demises to Lessee, and Lessee
hereby leases and hires from Lessor that certain tract of land, together with
the improvements thereon, located at 0000 Xxxxxx Xxxxxx, Xxxx, Xxxxxxxxx,
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx (the "Premises"). Said tract of land is more
particularly described in Exhibit A attached hereto and incorporated herein by
this reference.
TO HAVE AND TO HOLD the Premises for a term of ten (10) years, beginning
April 1, 1985, and ending March 31, 1995, with three (3) renewal options of five
(5) years each, as hereinafter set forth. In the event Lessee desires to
exercise a renewal option, Lessee shall give written notice of its election to
Lessor not less than sixty (60) days prior to the expiration of the term hereof,
or of the then current renewal term, as the case may be.
2. RENT. Lessee covenants and agrees to pay to Lessor during the first
three (3) years of the term of this Lease rental at the rate of Sixty Thousand
Dollars ($60,000.00) per annum (the "Annual Rent") in equal monthly
installments, payable in advance, of Five Thousand Dollars ($5,000.00), the
first installment of which shall be due and payable upon execution of this
Agreement, subject to proration as hereinafter provided. Each installment
thereafter shall be due and payable on the first day of each and every month
during the term of this Lease, and any renewal term thereof, subject to the cost
of living adjustment hereinafter described. Each of said installments of rent
shall be paid to Lessor at 0000 Xxxxxxx Xxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx
90732, or at such other place as Lessor may hereafter specify in writing to
Lessee. Any payment of commissions owing by reason of this Lease Agreement shall
be the sole responsibility of Lessor.
The Annual Rent shall be subject to adjustment at the commencement of the
fourth (4th) year of the term of this Lease, and at the commencement of every
fourth (4th) year thereafter during the term of this Lease and all renewal terms
thereof, to give effect to increases, if any, in the cost of living (the
"Adjusted Annual Rent"). For this purpose, the Adjusted Annual Rent for every
fourth (4th) year shall be computed by multiplying the Annual Rent provided for
above by a fraction, the numerator of which shall be the Consumer Price Index
for All Urban Consumers published by the United States Department of Labor
Bureau of Labor Statistics (the "CPI-U") averaged for the twelve (12) month
period immediately preceding the commencement of the fourth (4th) year in
question, and the denominator of which shall be the average CPI-U for the year
1985 in which the term of this Lease commences. The Adjusted Annual Rent, upon
being so determined, shall be applicable for a period of three (3) years,
beginning with the date on which an adjustment in the Annual Rent is made
pursuant to this paragraph. Under no circumstances, however, shall the Adjusted
Annual Rent be less than the Annual Rent set forth in this section.
By way of illustration, if the average CPI-U for the year 1985 is 150, and
if the average CPI-U for the twelve (12) month period next preceding the
commencement of the fourth (4th) year of the term of this Lease is 175, then,
and in that event, the Adjusted Annual Rent for the fourth (4th) through the
sixth (6th) years of the term of this Lease shall be determined by multiplying
the Annual Rent provided for above by the fraction 175/150. If the average CPI-U
for the twelve (12) month period next preceding the commencement of the seventh
(7th) year of the term of this Lease has risen to 200, then the Adjusted Annual
Rent for the seventh (7th) through the ninth (9th) years of the term of this
Lease shall be determined by multiplying the Annual Rent provided for above by
the fraction 200/150.
2
The CPI-U used to form such fractions shall in all cases be adjusted where
necessary to the base period 1967, which equals 100. In the event the CPI-U
shall no longer be published, or its contents changed so that it is no longer
recognized as an accurate measure of the cost of living, then Lessor shall
designate another index, generally recognized as being authoritative and subject
to the reasonable approval of Lessee, which index shall be substituted for
purposes of the foregoing calculation.
Lessor shall give notice in writing to Lessee on or before the commencement
of each lease year of any adjustment in the Annual Rent to be made on account of
the provisions of this section. For purposes of this section, the term "lease
year" shall mean the twelve month period commencing on April 1, and on each
anniversary thereafter.
3. OCCUPANCY. Lessee may take possession of the Premises immediately upon
execution of this Lease and the payment of the first month's rent to Lessor,
which rent shall be prorated as of the date of execution of this Agreement.
4. USE OF PREMISES. The Premises shall be used by Lessee as a bank
operation facility and for all other purposes reasonably related thereto, and/or
for any other lawful purpose.
5. ALTERATIONS AND IMPROVEMENTS. Lessee, at its own expense, may make
such alterations and improvements to the Premises as needed for its use; but all
additions to the Premises, including but not limited to any new buildings
constructed thereon, except as provided below, shall remain the property of
Lessor at the end of the Lease term, or any renewals thereof. It is expressly
understood by the parties that Xxxxxx shall have the right to demolish the
existing improvements on the Premises and construct a new building or buildings
thereon.
Any equipment, including, but not limited to, equipment customarily
provided by Xxxxxx and used in the operation of a bank facility, such as any
automatic teller machines, accounting and bookkeeping equipment; fixtures; and
furnishings, including movable office furniture, free standing bookshelves, and
modular vaults installed or placed on the Premises by Xxxxxx, being personal
property, shall remain the property of Lessee and may be removed by
3
Lessee; provided, however, that any damage to the Premises due to such removal
shall be repaired by Lessee at its expense.
6. UTILITIES. All utility meters shall be registered in the name of
Lessee, and the cost of all utilities shall be the responsibility of Lessee.
7. TAXES. Lessee shall pay all real property taxes and special
assessments which may be levied against the Premises subsequent to April 1,
1985, including all licenses and permits required by Lessee to do business. All
taxes and assessments for years prior to 1985 shall be paid by Xxxxxx, and
current taxes for the year 1985 shall be prorated between the parties as of
April 1, 1985.
8. INSURANCE. Lessee shall carry and maintain, at its expense, all fire
and extended insurance coverage in an amount equal to not less than one hundred
percent (100%) of the insurable value of the Premises, which insurance proceeds
shall be payable to Lessor and Lessee, as their respective interests may appear.
Lessee shall also carry public liability and property damage insurance coverage
to the limits of One Million Dollars ($1,000,000.00) per person and per
accident, which policy shall include a loss-payable clause to protect Lessor.
9. MAINTENANCE. Lessee shall be responsible for the costs of all
maintenance, repairs and upkeep, including expenses relating to plate glass
windows and doors, which may be incurred on the Premises. Xxxxxx also agrees
that all improvements upon the Premises shall be kept in good order and repaired
by Xxxxxx at its expense, subject only to ordinary wear and tear.
10. CONDEMNATION. The City of Brentwood plans to widen Church Street, East
in front of the Premises, and approximately ten (10) feet will be taken for that
purpose from the 120 foot frontage of the Premises. It is therefore agreed by
both Lessor and Xxxxxx that each will accept an amendment or revision to the
legal description of the property (Exhibit A) in order to reflect such taking,
but that such taking shall not otherwise alter the terms of this Lease.
In the event that any additional portion of the Premises is taken in the
future by reason of condemnation proceedings, or conveyed under threat of
condemnation, which taking or conveyance (including existing parking and
pedestrian areas) would substantially interfere
4
with Xxxxxx's business, this Lease shall be subject to termination at the option
of either Lessor or Lessee.
11. OPTION TO BUY. If Xxxxxx shall decide to sell the Premises at any time
during the term of this Lease or any renewal term thereof, or at any time within
six (6) months following the expiration of any such term, Lessee shall have an
option of first refusal to purchase the Premises from Lessor for the same price,
and upon the same terms and conditions, as those stated in any bonifide offer to
purchase received by Lessor. Lessor shall notify Lessee in writing of Xxxxxx's
receipt of any offer to purchase, stating the price, terms and conditions of
such offer and, if the offer is in writing, a copy of such offer; and Xxxxxx
shall have the aforesaid option of first refusal for a period of thirty (30)
days following Xxxxxx's receipt of said written notice from Lessor. Such right
of first refusal shall be applicable to any and all offers received by Xxxxxx,
notwithstanding an earlier election by Xxxxxx not to purchase pursuant to any
such offer.
12. SUBLEASE AND ASSIGN. Lessee shall not sublease or assign the Premises
or any portion thereof without the prior approval of Lessor. In the event that
the rent paid to Lessee by any sublessee or assignee exceeds the then applicable
Annual Rent or Adjusted Annual Rent, as the case may be, the amount of such
excess shall be divided equally between Lessor and Lessee.
13. CANCELLATION. In the event the Premises are damaged or destroyed by
fire, storm or other casualty beyond the control of the parties, so that the
Premises are not tenantable in whole or in part, and are not restored to their
condition prior to such casualty by Lessor within ninety (90) days after such
damage, or Lessor has not begun diligently to restore the Premises within said
ninety (90) day period, with Lessee to offer its share of any insurance proceeds
to Lessor to be applied toward the cost of such restoration, then, in any such
event, the rental payments shall be prorated as to the portion of the Premises
which is tenantable; otherwise, this Lease may be terminated by Lessee upon
sixty (60) days written notice to Lessor.
14. DEFAULT. In the event of a default of Lessee in any of the terms or
conditions of this Agreement, which default continues for a period of thirty
(30) days after written notice by Lessor to Lessee, and in the event Lessee has
not diligently commenced to cure any such default
5
(excepting a default in the nature of a monetary payment) within said thirty
(30) day period, then Lessor may re-enter the Premises and undertake on behalf
of Lessee to re-rent the Premises, but Lessee shall remain liable for any
deficiency under this Agreement.
For purposes of this section, a "default" shall include the bankruptcy of
Lessee, a receivership proceeding filed against Xxxxxx, or an assignment made by
Lessee for the benefit of its creditors.
In the event of a default by either Lessor or Lessee in any of the terms
and conditions of this Agreement, the defaulting party shall reimburse the
non-defaulting party for any expenses and costs incurred by it, including
reasonable attorneys' fees, in enforcing its rights and privileges as set out
herein.
Notwithstanding any other provision contained in this Lease, in the event
Lessee is closed or taken over by the banking authority of the State of
Tennessee, or any other banking supervisory authority, Lessor may terminate the
Lease only with the concurrence of such banking authority or other banking
supervisory authority, and any such authority shall in any event have the
election either to continue or to terminate the Lease. However, in the event
this Lease is terminated, the maximum claim of Lessor for damages or indemnity
for injury resulting from the rejection or abandonment of the unexpired term of
the Lease, or any renewals thereof, shall in no event be in an amount exceeding
the rent reserved by the Lease, without acceleration,. for the year next
succeeding the date of the surrender of the Premises to Lessor, or the date of
re-entry of Lessor or Agent, whichever first occurs, whether before or after the
closing of Lessee, plus an amount equal to the unpaid rent accrued, without
acceleration, up to such date.
15. GOOD TITLE AND QUIET ENJOYMENT. Lessor covenants with Lessee that
Lessor has good title to the Premises, and has the right and power to enter into
this Lease and to keep and perform the covenants contained herein. Lessor
warrants peaceable and quiet possession to Lessee during the term of this Lease.
6
16. CONTINGENCIES. This Agreement, and the obligations of the parties
hereunder, are expressly contingent upon:
(a) Xxxxxx's receipt of written approval to operate a branch bank on
the Premises from both the Federal Deposit Insurance Corporation (the
"FDIC") and the Commissioner of the Department of Financial Institutions of
the State of Tennessee (the "Commissioner"), and
(b) Xxxxxx's obtaining a leasehold title insurance policy on the
Premises subject only to real property taxes for the current year and such
other exceptions as may be acceptable to Lessee, which acceptance shall be
based on reasonable standards, and which policy shall be ordered by Xxxxxx,
at its expense, upon the execution of this Agreement by both parties.
In the event Lessee fails to obtain the written approval of either the FDIC
or the Commissioner within sixty (60) days of the date of this Agreement, or in
the event there are exceptions to the title insurance policy unacceptable to
Lessee, and such exceptions cannot be removed by Lessor within thirty (30) days
of the date of this Agreement, then, in either such event, either party shall
have the right to cancel this Lease, the first month's rent paid to Lessor shall
be refunded to Lessee, and neither party shall have any further rights or
obligations under this Agreement.
17. RECORDATION. This Agreement shall be recorded in the Register's Office
for Xxxxxxxxxx County, Tennessee.
18. BINDING ON SUCCESSORS. The terms, covenants, and conditions of this
Lease shall be binding upon the parties hereto, and their respective heirs,
successors and assigns.
19. CONTROLLING LAW. This Agreement shall be controlled by and interpreted
according to the laws of the state of Tennessee.
7
IN WITNESS WHEREOF, the parties have caused this instrument to be executed
on the ______ day of _________, 1985.
LESSOR:
________________________________________
XXXX X. XXXXXXX
________________________________________
XXXX XXXXXXX
LESSEE:
NASHVILLE CITYBANK
BY:_____________________________________
TITLE:__________________________________
STATE OF ___________________
COUNTY OF _________________
Personally appeared before me, ______________________ a Notary Public
in and for said County and State, the within named Xxxx X. Xxxxxxx, the
bargainor, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence) and who acknowledged that he executed this within
instrument for the purposes therein contained.
WITNESS may hand and official seal at ________________, ___________,
this _____ day of ________, 1985.
________________________________________
Notary Public
My Commission Expires:__________________
8
STATE OF ___________________
COUNTY OF _________________
Personally appeared before me, ______________________ a Notary Public
in and for said County and State, the within named Xxxx X. Xxxxxxx, the
bargainor, with whom I am personally acquainted (or proved to me on the basis of
satisfactory evidence) and who acknowledged that he executed this within
instrument for the purposes therein contained.
WITNESS may hand and official seal at ________________, ___________,
this _____ day of ________, 1985.
________________________________________
Notary Public
My Commission Expires:__________________
9
STATE OF Tennessee
COUNTY OF DAVIDSON
Before me, XXXXXX XXXXXX a Notary Public of the State and County aforesaid,
personally appeared XXXXX X. XXXXXXX, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon oath,
acknowledged HIMSELF to be First V.P. of Nashville City Bank and Trust Co., the
within named bargainer, a Tennessee banking corporation, and that HE as such
FIRST V.P., executed the foregoing instrument for the purposes therein
contained, by signing the name of the banking corporation by himself as FIRST
V.P.
WITNESS my hand and seal, at office in NASHVILLE, TENNESSEE, this 4TH day
of APRIL, 1985.
________________________________________
Notary Public
My Commission Expires:__________________
10
EXHIBIT A
Land in Xxxxxxxxxx County, Tennessee, being tract "B" on the plan of
Brentwood Mall Shopping Center, Section One, Revised as of record in Book 4,
page 34, Register's Office, Xxxxxxxxxx County, Tennessee.
Beginning at the Intersection of the southernly margin of Church Street and
the westernly margin of the L & N Railroad: Thence south .-5DEG. and 27'-20"
east, a distance of 311.58' +/-; thence north 89DEG. -53' west, a distance of
120.52' +/-; thence north 5DEG. -27' -20" west, a distance of 293.78', to the
southernly margin of Church Street; thence with the southernly margin of Church
Street, north 81DEG. -38' east, a distance of 120.00' to the point of beginning;
and containing 0.83 of an acre.
11
