WAIVER UNDER AND FIRST AMENDMENT TO CREDIT AGREEMENT
THIS WAIVER UNDER AND FIRST AMENDMENT TO CREDIT AGREEMENT (this "Waiver and
First Amendment") is dated April 27, 2001, but effective as of March 31, 2001
(upon satisfaction of the conditions to effectiveness set forth in Section 17
hereof), among U.S. XPRESS ENTERPRISES, INC., the BANKS listed on the signature
pages hereof, WACHOVIA BANK, N.A., as Administrative Agent, BANK OF AMERICA,
N.A., as Syndication Agent, FLEET NATIONAL BANK, as Documentation Agent, and
SUNTRUST BANK, as Co-Agent;
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the parties hereto executed and delivered that certain Amended and
Restated Credit Agreement dated as of May 25, 1999 (the "Credit Agreement");
WHEREAS, the Borrower has informed the Administrative Agent that Borrower
has breached the covenant contained in Section 6.22 of the Credit Agreement (the
"Fixed Charges Coverage Covenant") and the covenant contained in Section 6.23 of
the Credit Agreement (the "Minimum Net Worth Covenant"), for the Fiscal Quarter
ending March 31, 2001 (the Events of Default arising from such breaches of the
Fixed Charges Coverage Covenant and the Minimum Net Worth Covenant for the
Fiscal Quarter ending March 31, 2001 are collectively referred to as the
"Existing Financial Covenant Defaults") and requested that the Administrative
Agent and the Banks temporarily waive the right to assert the Existing Financial
Covenant Defaults;
WHEREAS, the Borrower has requested that Schedule 6.27 of the Credit
Agreement be amended and restated to add certain leased Real Property to such
schedule and to clarify which Real Property is Designated Real Property; and
WHEREAS, the Borrower also has requested additional time for performance of
certain obligations under Section 6.27(b) of the Credit Agreement pertaining to
the Designated Real Property and the Real Property Documentation and Mortgages;
and
WHEREAS, the Borrower also has requested that Section 6.27 (b) of the
Credit Agreement be amended to provide for such extension, as well as to
establish what items of Real Property Documentation will be required for the
leased Real Property that is Designated Real Property; and
WHEREAS, the Administrative Agent and the Required Banks have agreed to
such waiver, extension and amendments, subject to the terms and conditions
hereof;
NOW, THEREFORE, for and in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which hereby is
acknowledged by the parties hereto, the Borrower, the Administrative Agent and
the Banks hereby covenant and agree as follows:
1. Definitions. Unless otherwise specifically defined herein, each term
-----------
used herein which is defined in the Credit Agreement shall have the meaning
assigned to such term in the Credit Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in the
Credit Agreement shall from and after the date hereof refer to the Credit
Agreement as amended hereby.
2. Waiver. Effective upon satisfaction of the conditions to effectiveness
------
set forth in Section 17 hereof, and subject to the other terms and conditions
set forth herein, the Administrative Agent and the Required Banks waive the
right to assert the Existing Financial Covenant Defaults so long as the actual
ratio of Consolidated EBILT to Consolidated Fixed Charges for the Fiscal Quarter
ending March 31, 2001 is not less than 1.035 to 1.0 and Consolidated Net Worth
on March 31, 2001 is not less than $155,846,000 (exclusive of any marked to
market requirements under FASB No. 133) (each such minimum ratio as to the
Existing Financial Covenant Defaults being individually a "Minimum Ratio" and
such ratios being collectively the "Minimum Ratios").
3. Amendment of Section 6.27(b)(ii). Effective upon satisfaction of the
--------------------------------
conditions to effectiveness set forth in Section 17 hereof, and subject to the
other terms and conditions set forth herein, the parties hereto agree that
Section 6.27(b) hereby is amended by deleting subpart (ii) thereof and
substituting the following in lieu thereof:
(ii) No later than May 31, 2001, as to owned Real Property that
is Designated Real Property (or, as to any owned Real Property which
is not Designated Real Property on the Closing Date, within thirty
(30) days after the date the Collateral Agent notifies the Borrower of
such designation), the Borrower and the Guarantors, as applicable,
shall execute (as applicable) and deliver to the Collateral Agent: (1)
the Mortgages and UCC-1 financing statements relating to the fixtures
located at the premises described therein as to all owned Designated
Real Property; and (2) all other Real Property Documentation with
respect thereto (including a mortgagee title policy, a current survey
and an environmental inspection report) and related lien searches;
provided, however, that if a "Phase 2" report is recommended in any
Phase 1 report as to any owned Designated Real Property or the
Collateral Agent determines in its reasonable judgment, based on such
Phase 1 report, that a Phase 2 report should be obtained, such Phase 2
report shall be obtained and furnished as soon as reasonably
practicable after May 31, 2001, if it cannot be obtained and furnished
on or before May 31, 2001. No later than June 30, 2001, as to leased
Real Property that is Designated Real Property (or, as to any leased
Real Property which is not Designated Real Property on the Closing
Date, within sixty (60) days after the date the Collateral Agent
notifies the Borrower of such designation), the Borrower and the
Guarantors, as applicable, shall execute (as applicable) and deliver
to the Collateral Agent: (1) the Mortgages and UCC-1 financing
statements relating to the fixtures located at the premises described
therein as to leased Designated Real Property; provided, however, that
-------- -------
as to any such Mortgage on a leasehold, the Borrower agrees that it
shall use commercially reasonable efforts to pursue and obtain any
required
2
consent; and (2) all Real Property Documentation with respect thereto
and related lien searches, except that appraisals and environmental
reports shall not be required for leased Designated Real Property, and
neither a mortgagee title policy nor a current survey shall be
required so long as there is a satisfactory legal description of the
relevant parcel or tract. If the Borrower or any Guarantor acquires
any other Real Property, it shall promptly furnish to the Collateral
Agent and the Secured Parties a supplement to Schedule 6.27 including
such additional Real Property and furnish to the Collateral Agent a
Mortgage and appropriate UCC-1 financing statements requested by the
Collateral Agent with respect to each such Real Property which is
designated as Designated Real Property.
4. Replacement of Schedule 6.27. Schedule 6.27 to the Credit Agreement
----------------------------
hereby is deleted and Schedule 6.27 attached hereto is substituted therefor.
5. Reduction of Commitments. Notwithstanding anything to the contrary
------------------------
contained in the Credit Agreement, the aggregate amount of the Commitments
hereby is permanently (and ratably) reduced to $205,000,000.
6. Change in Applicable Margin. Notwithstanding anything to the contrary
---------------------------
contained in Section 2.05(a) or any other provision of the Credit Agreement,
from and after the date hereof (including for Loans which are outstanding on the
date hereof), the Applicable Margin for Base Rate Loans shall be 1.75% and the
Applicable Margin for Euro-Dollar Loans shall be 3.50%.
7. Change in Minimum Net Worth Requirement. Notwithstanding anything to
---------------------------------------
the contrary contained in Section 6.23 or any other provision of the Credit
Agreement, the Consolidated Net Worth (exclusive of any marked to market
requirements under FASB No. 133) shall be calculated as of the dates listed
below and shall not be less than the amounts listed below as of the applicable
date:
Date of Calculation Minimum Consolidated Net Worth
------------------- ------------------------------
April 30, 2001 $155,846,000
May 31, 2001 $155,996,000
June 30, 2001 $156,196,000
For purposes of calculating the Consolidated Net Worth as of the above-written
dates, the Borrower shall deliver to the Agent, no later than the twentieth
(20th) day of the immediately following month, such consolidated balance sheets
and/or other financial statements for the applicable month necessary to perform
such calculation, along with a Compliance Certificate with respect to the
Consolidated Net Worth (modified as necessary to evidence compliance with the
minimum Consolidated Net Worth thresholds set forth in this Section 7).
Effective June 30, 2001, the Consolidated Net Worth calculations once again
shall be calculated in accordance with, and shall be no less than as set forth
in, Section 6.23 of the Credit Agreement.
3
8. Restatement of Representations and Warranties. The Borrower hereby
---------------------------------------------
restates and renews each and every representation and warranty heretofore made
by it in the Credit Agreement and the other Loan Documents as fully as if made
on the date hereof (but after giving effect to the waiver contained herein) and
with specific reference to this Waiver and First Amendment.
9. Effect of Waiver and First Amendment. Except as set forth expressly in
------------------------------------
Sections 2, 3 and 4 hereof all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall constitute the
legal, valid, binding and enforceable obligations of the Borrower. The waiver
set forth in Section 2 hereof shall (i) relate only to the Existing Financial
Covenant Defaults for the Fiscal Quarter ending March 31, 2001, (ii) be
effective as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) be subject to satisfaction of the
conditions precedent set forth in Section 17 hereof and (iv) only be effective
so long as each of the Minimum Ratios is obtained. The waiver hereby granted by
the Administrative Agent and the Required Banks shall not apply to any other
past, present or future noncompliance with any provision of the Credit Agreement
or any of the other Loan Documents (including, without, limitation, any Event of
Default occurring under the Fixed Charges Coverage Covenant or the Minimum Net
Worth Covenant after March 31, 2001 or failure as of March 31, 2001 to satisfy
the Minimum Ratios).
10. Reaffirmation; No Novation or Mutual Departure. The Borrower expressly
----------------------------------------------
acknowledges and agrees that: (i) there has not been, and this Waiver and First
Amendment does not constitute or establish, a novation with respect to the
Credit Agreement or any of the Loan Documents, or a mutual departure from the
strict terms, provisions and conditions thereof, other than the waiver and
amendments pursuant to Sections 2, 3 and 4 hereof ; and (ii) nothing in this
Waiver and First Amendment shall affect or limit the Administrative Agent's and
the Banks' right to demand payment of liabilities owing from the Borrower to the
Administrative Agent and the Banks under, or to demand strict performance of the
terms, provisions and conditions of, the Credit Agreement and the other Loan
Documents, to exercise any and all rights, powers and remedies under the Credit
Agreement or the other Loan Documents or at law or in equity, or to do any and
all of the foregoing, immediately at any time after the occurrence of a Default
or an Event of Default which is not waived pursuant to Section 2 hereof
(including the failure to perform the requirements described in Section
6.27(b)(ii), as hereby amended, regarding the Designated Real Property and the
Real Property Documentation and Mortgages referred to therein and the related
UCC-1 financing statements by May 31, 2001 (as to the owned Designated Real
Property) and June 30, 2001 (as to the leased Designated Real Property),
pursuant to the Credit Agreement or the other Loan Documents.
11. Ratification. The Borrower hereby restates, ratifies and reaffirms
------------
each and every term, covenant and condition set forth in the Credit Agreement
and the other Loan Documents effective as of the date hereof.
12. Counterparts. This Waiver and First Amendment may be executed in any
------------
number of counterparts and by different parties hereto in separate counterparts
and transmitted by facsimile to the other parties, each of which when so
executed and delivered by facsimile shall be deemed to be an original and all of
which counterparts, taken together, shall constitute but one and the same
instrument.
4
13. Section References. Section titles and references used in this Waiver
------------------
and First Amendment shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreements among the parties hereto
evidenced hereby.
14. No Default. To induce the Administrative Agent and the Required Banks
----------
to enter into this Waiver and First Amendment, the Borrower hereby acknowledges
and agrees that, as of the date hereof, and after giving effect to the terms
hereof, there exists (i) no Default or Event of Default, other than the Existing
Financial Covenant Defaults (which have been waived hereby), and (ii) no right
of offset, defense, counterclaim, claim or objection in favor of the Borrower
arising out of or with respect to any of the Loans or other obligations of the
Borrower owed to the Administrative Agent or the Banks under the Credit
Agreement.
15. Further Assurances. The Borrower agrees to take such further actions
------------------
as the Administrative Agent shall reasonably request in connection herewith to
evidence the amendments herein contained.
16. Governing Law. This Waiver and First Amendment shall be governed by
-------------
and construed and interpreted in accordance with, the laws of the State of
Georgia.
17. Conditions Precedent. This Waiver and First Amendment shall become
--------------------
effective only upon: (i) execution and delivery (including by facsimile) of this
Waiver and First Amendment by the Borrower and Administrative Agent and the
Required Banks; (ii) execution and delivery (including by facsimile) of the
Consent and Reaffirmation of Guarantors at the end hereof by the Guarantors;
(iii) payment to the Administrative Agent, for its own account, of a fee in the
amount agreed upon between the Administrative agent and the Borrower; and (iv)
payment to the Administrative Agent, for the benefit of each Bank which executes
this Waiver and First Amendment on or before April 27, 2001, of a waiver fee in
the aggregate amount of $100,000.
18. Intent to Negotiate Toward an Amendment. It is the intent of the
---------------------------------------
Administrative Agent and the Required Banks, following receipt of the March 31,
2001 financial statements and projections for the period through December 31,
2001, to attempt in good faith to identify and agree with the Borrower as to an
amendment to the Credit Agreement. It is anticipated that the amendment would
include, but not be limited to, changes in the covenant pertaining to the ratio
of Consolidated Total Adjusted Debt to Consolidated EBILTDA contained in Section
6.21 of the Credit Agreement, changes to the Fixed Charges Coverage Covenant and
the Minimum Net Worth Covenant and changes to the interest rates and fees under
the Credit Agreement. Any such amendment would be subject to identification of
and agreement upon the specific terms of the amended covenants and the credit
approval of each of the Required Banks.
[SIGNATURES COMMENCE ON NEXT PAGE]
5
IN WITNESS WHEREOF, the Borrower, the Administrative Agent and each of
the Required Banks has caused this Waiver and First Amendment to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.
U.S. XPRESS ENTERPRISES, INC.
(SEAL)
By:
--------------------------------
Title:
WACHOVIA BANK, N.A.,
as Administrative Agent and as a
Bank (SEAL)
By:
--------------------------------
Title:
BANK OF AMERICA, N.A.,
as Syndication Agent and as a
Bank (SEAL)
By:
-------------------------------
Title:
AMSOUTH BANK,
as a Bank (SEAL)
By:
------------------------------
Title:
SUNTRUST BANK,
as Co-Agent and a Bank (SEAL)
By:
------------------------------
Title:
By:
------------------------------
Title:
6
FLEET NATIONAL BANK,
as Documentation Agent and as a
Bank (SEAL)
By:
------------------------------
Title:
THE CHASE MANHATTAN BANK,
as a Bank (SEAL)
By:
-----------------------------
Title:
LASALLE BANK NATIONAL ASSOCIATION,
as a Bank (SEAL)
By:
-----------------------------
Title:
FIRST TENNESSEE BANK, N.A.,
as a Bank (SEAL)
By:
------------------------------
Title:
7
CONSENT AND REAFFIRMATION OF GUARANTORS
Each of the undersigned (i) acknowledges receipt of the foregoing
Waiver and First Amendment (the "Waiver and First Amendment"), (ii) consents to
the execution and delivery of the Waiver and First Amendment by the parties
thereto and (iii) reaffirms all of its obligations and covenants under the
Amended and Restated Guaranty Agreement dated as of January 31, 2001 executed by
it, and agrees that none of such obligations and covenants shall be affected by
the execution and delivery of the Waiver and First Amendment. This Consent and
Reaffirmation may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument.
U.S. XPRESS, INC.,
a Nevada corporation (SEAL)
By:
--------------------------------
Title:
CSI/CROWN, INC.,
a Georgia corporation (SEAL)
By:
--------------------------------
Title:
XPRESS AIR, INC.,
a Tennessee corporation (SEAL)
By:
--------------------------------
Title:
8
U.S. XPRESS LEASING, INC.,
a Tennessee corporation (SEAL)
By:
--------------------------------
Title:
XPRESS HOLDINGS, INC.,
a Nevada corporation (SEAL)
By:
--------------------------------
Title:
XPRESS COMPANY STORE, INC.,
a Tennessee corporation (SEAL)
By:
--------------------------------
Title:
CSI ACQUISITION CORPORATION
a Georgia corporation (SEAL)
By:
--------------------------------
Title:
DEDICATED XPRESS SERVICES, INC.,
a Nevada corporation (SEAL)
By:
--------------------------------
Title:
9
Schedule 6.27
-------------
REAL PROPERTY AND DESIGNATED REAL PROPERTY
------------------------------------------
A. OWNED REAL ESTATE
Principal Use of
Owner Property City and State County
------------------------------- ---------------- -------------- ------
U.S. Xpress Enterprises, Inc. Terminal ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇
U.S. Xpress Enterprises, Inc. Terminal ▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇
U.S. Xpress Enterprises, Inc. Terminal ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇
U.S. Xpress Enterprises, Inc. Land Held for Legacy Industrial Park Salt Lake
Development Salt Lake City, UT
U.S. Xpress Enterprises, Inc. Land Held for ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
Third Party Check if Designated
Owner Consent Required Real Property
------------------------------ ---------------- -------------------
U.S. Xpress Enterprises, Inc. Yes (1st mortgage holder) No; 1st mortgage holder
will not consent to second
lien
U.S. Xpress Enterprises, Inc. No Yes
U.S. Xpress Enterprises, Inc. No Yes
U.S. Xpress Enterprises, Inc. No Yes
U.S. Xpress Enterprises, Inc. No Yes
10
B. LEASED REAL ESTATE
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------- --------------- -------------- ------- ---------
CSI/Crown, Inc. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Max Headquarters/ 1537 New ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $13,266.95
▇. ▇▇▇▇▇▇ Terminal Church Rd.
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
Freight 30755
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
U.S. Xpress Q&F Realty, LLC Headquarters/ 1537 New ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ $20,121.54
Enterprises, Inc. (successor by Terminal Church Rd.
assignment to ▇▇▇▇▇▇▇ Tunnel Hill, GA
▇. ▇▇▇▇▇ & ▇▇▇ ▇. 30755
▇▇▇▇▇▇)
U.S. Xpress ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and Terminal ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ $27,873.99
Enterprises, Inc. ▇▇▇ ▇. ▇▇▇▇▇▇ Oklahoma City, OK
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Freight
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Indicate
Third Whether
Party Designated
Lease Expiration Consent Real
Lessee Date Required Property
------- ---------------- ---------- ----------
CSI/Crown, Inc. 2/28/02 Yes Yes
Renewal Option: 2
three Yr terms (6
Yrs remaining) rent
adjusts per
agreement
U.S. Xpress 2/28/02 Yes Yes
Enterprises, Inc. Renewal Option: 2
three Yr terms (6
Yrs remaining) rent
adjusts per
agreement
U.S. Xpress 02/28/99 Yes Yes
Enterprises, Inc. Renewal Option: 4
three Yr terms
(apparently in the
first renewal term;
9 years remaining);
rent adjusts per
agreement
11
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------------ ------------------ -------------------- --------- ----------
U.S. Xpress, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Terminal 55 Victory's Safety ▇▇▇▇▇ $41,683.00
Inc. (successor Land
by merger to ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Victory
Express, Inc.)
CSI/Crown, Inc. AMLI Commercial Terminal/Warehouse ▇▇▇▇▇▇▇ Industrial Will $ 8,229.17
Properties Limited Center I
Partnership ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Romeoville, IL
CSI/Crown, Inc. Bristol Industrial, I Terminal/Warehouse ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $21,037.00
LLC ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. Bristol Industrial, I Warehouse ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $13,059.00
LLC ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. Security Capital Terminal/Warehouse ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. $18,200.00
Industrial Trust ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Third Lease Expiration
Party Date
Lease Expiration Consent Real
Lessee Date Required Property
------ ---------------- -------- ----------------
U.S. Xpress, 02/28/08; Yes
Inc. (successor Renewal Option: 4
by merger to five Yr terms (20
Victory years remaining);
Express, Inc.) rent adjusts per
agreement
CSI/Crown, Inc. 5/30/05 No
Renewal Option:
None
CSI/Crown, Inc. 3/31/04 No
Renewal Option:
Addtl 5 years, w/6
months notice
CSI/Crown, Inc. 3/31/04 Yes
Renewal Option:
Addtl 5 years, w/6
months notice
CSI/Crown, Inc. 8/31/02 Yes
Renewal Option:
None
12
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------ --------------- ----- ------ ---------
CSI/Crown, Inc. ▇▇▇▇▇▇▇ Properties, LP Terminal/Warehouse ▇▇▇▇ ▇. ▇▇▇▇, $ 5,425.00
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. Buzz ▇▇▇▇▇ Enterprises Terminal/Warehouse ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ $11,806.00
II Rancho Cordova, CA
CSI/Crown, Inc. ▇.▇. ▇▇▇▇▇▇ Company Terminal/Warehouse ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇,▇▇▇.▇▇
▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. SCI Development Terminal/Warehouse ▇▇▇▇▇ ▇. ▇▇▇▇, $ 8,713.00
Services, Inc. ▇▇▇. ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. ▇▇▇▇▇▇▇ Properties, LLC Terminal/Warehouse ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ $10,343.00
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. First Industrial, L.P. Terminal/Warehouse ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, $11,346.00
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Indicate
Third Whether
Party Designated
Lease Expiration Consent Real
Lessee Date Required Property
------ ---------------- -------- ----------
CSI/Crown, Inc. 10/31/01 No
Renewal
Option:None
4/10/06 Yes
CSI/Crown, Inc. Renewal Option:
None
CSI/Crown, Inc. 12/1/04 Yes
Renewal Option:
None
CSI/Crown, Inc. 6/30/03 Yes
Renewal Option: 5
Yrs. w/ 6 months
notice, at higher
CSI/Crown, Inc. of existing or
market rent
CSI/Crown, Inc. 8/31/04 No
Renewal Option:
None
12/31/05 No
Renewal Option: None
13
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------- --------------- -------------- ------- ---------
CSI/Crown, Inc. AMB Property, L.P. Terminal/Warehouse ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ $ 7,246.00
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
CSI/Crown, Inc. Northeastern Industrial Terminal/Warehouse N.E. Industrial $ 6,985.00
Park, Inc. Park, ▇▇▇▇. ▇▇
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Terminal/Warehouse 400 Systems Road, $12,780.00
ROAD, INC. SP #12
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. Vista Industrial Park Terminal/Warehouse ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ $ 9,450.00
Associates ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. CIIF Associates II Terminal/Warehouse 605 Avenue R $ 6,452.00
Limited Partnership ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
CSI/Crown, Inc. Security Capital Terminal/Warehouse ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇ $15,428.00
Industrial Trust ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Indicate
Third Whether
Party Designated
Lease Expiration Consent Real
Lessee Date Required Property
------- ---------------- ---------- ----------
CSI/Crown, Inc. 12/31/02 No
Renewal Option:
None
CSI/Crown, Inc. 1/31/03 No
Renewal Option:
5 yrs w/6 months
notice, at $6,519
CSI/Crown, Inc. 7/31/02 No
Renewal Option:
5 yrs, w/ 6 months
notice, rent
adjusts per
agreement
CSI/Crown, Inc. 2/28/02 No
Renewal Option:
None
CSI/Crown, Inc. 5/31/03 No
Renewal Option:
None
CSI/Crown, Inc. 10/30/01 No
Renewal Option:
None
14
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------ --------------- -------- ------ ---------
CSI/Crown, Inc. Utah ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ $ 4,922.00
Fund 8 San Antonio, TX 7521
CSI/Crown, Inc. ▇▇▇▇▇▇▇▇▇ Mortgage & Terminal/Warehouse ▇▇▇▇ ▇. ▇▇▇▇ ▇ $ 7,004.00
Loan ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇
CSI/Crown, Inc. U.S. Bank of Washington Terminal/Warehouse East 3200 Trent, $ 5,265.00
▇▇▇ ▇, ▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. D.S.A. Properties Terminal/Warehouse ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ $45,730.00
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
CSI/Crown, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Terminal / ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ $27,546.00
Warehouse ▇▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
CSI/Crown, Inc. Alliance Airlines Terminal / 165 Aviation Blvd. ▇▇▇▇▇▇▇ $27,008.00
(Sublessor) Warehouse Hapeville, GA
Ohio State Teachers
Retirement (Landlord)
Indicate
Third Whether
Party Designated
Lease Expiration Consent Real
Lessee Date Required Property
------ ---------------- -------- ----------
CSI/Crown, Inc. 3/27/02 No
Renewal Option:
None
CSI/Crown, Inc. 5/31/02 No
Renewal Option:
None
CSI/Crown, Inc. 2/28/02 No
Renewal Option:
None
CSI/Crown, Inc. 1/31/06 Yes
Renewal Option:
None
CSI/Crown, Inc. 1/14/06 Yes
Renewal Option:
None
CSI/Crown, Inc. 1/31/06 Yes
15
Principal City and Monthly
Lessee Lessor and Address Use of Property State County Base Rent
------ ------------------ --------------- -------- ------ ---------
CSI/Crown, Inc. Bedford Property Terminal / ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ $40,239.00
Investors, Inc. Warehouse So. San Francisco,
CA
CSI/Crown, Inc. ▇.▇. ▇▇▇▇▇ Development Terminal / ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tarrant $28,308.00
Corp. Warehouse Grapevine, TX
CSI/Crown, Inc. ▇.▇. ▇▇▇▇▇ Development Terminal / ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Tarrant $15,240.00
Corp. Warehouse Place
Grapevine, TX
Indicate
Third Whether
Party Designated
Lease Expiration Consent Real
Lessee Date Required Property
------ ---------------- -------- -----------
CSI/Crown, Inc. 2/14/06 Yes
CSI/Crown, Inc. 10/31/07 Yes
CSI/Crown, Inc. 1/31/06 Yes
16
