EXHIBIT 10.3
JOINDER AGREEMENT
THIS AGREEMENT is being executed effective as of November 21, 2003 (the
"Effective Date"), by TBC CORPORATION, a Delaware corporation ("TBC"), in favor
of each of REALTY INCOME CORPORATION, a Maryland corporation ("RIC"), CREST NET
LEASE, INC., a Delaware corporation ("Crest"), and REALTY INCOME TEXAS
PROPERTIES, L.P., a Delaware limited partnership ("Texas"), and their successors
and assigns, under the following circumstances:
A. TBC's wholly-owned subsidiary, NTW Incorporated, a Delaware
corporation ("NTW"), is party to a series of Land and Building Lease
Agreements, dated as of November 21, 2003 and more particularly
described in Exhibit A attached hereto (the "Leases"), with RIC, Crest,
and Texas (each, a "Lessor"), pursuant to the terms of which NTW leases
a total of 86 retail tire stores from the Lessors.
B. As a condition to the obligation of each Lessor to execute the
Leases with NTW to which such Lessor is a party, TBC executed a series
of Guarantys, dated as of November 21, 2003 and more particularly
described in Exhibit B attached hereto (the "Guarantys"), pursuant to
which TBC guaranteed to each Lessor the full and prompt payment and
performance by NTW of all of its obligations under the Leases to which
such Lessor is a party.
C. At the request of TBC, each of the Lessors has agreed to the
termination of the Guarantys, provided that TBC agrees to be joined to
the Leases as a lessee thereunder.
NOW, THEREFORE, in consideration of the termination of the Guarantys,
TBC hereby agrees as follows:
1. TBC shall be, and by its execution of this Agreement, TBC is hereby,
joined to each of the Leases as a Tenant, as defined in each of the Leases,
effective as of the Effective Date.
2. TBC shall be fully liable, jointly and severally, with NTW for all of
the Tenant's obligations under each of the Leases to the same extent as if TBC
had been originally named therein as a Tenant.
3. TBC's obligations as a Tenant under each of the Leases shall not be
affected by any failure of NTW to perform any of its obligations under any
Lease, regardless of the reason for such nonperformance.
TBC HEREBY RATIFIES, CONFIRMS, AND APPROVES all of the terms and
provisions of each of the Leases, as executed by NTW and the Lessor named
therein, and acknowledges that the Leases are in full force and effect and
binding upon NTW and TBC in accordance with their respective terms.
IN WITNESS WHEREOF, TBC has executed this Joinder Agreement effective as
of the Effective Date.
TBC CORPORATION
By /S/ XXXXXXX X. XXXXXX
-------------------------------------
Xxxxxxx X. Xxxxxx,
Vice President and Treasurer
ACKNOWLEDGMENT AND AGREEMENT
NTW Incorporated, a Delaware corporation ("NTW"), hereby acknowledges
and agrees to the addition of TBC Corporation as a Tenant under each of the
Leases described in Exhibit A attached hereto and acknowledges that the Leases
are in full force and effect and binding upon NTW and TBC in accordance with
their respective terms.
NTW INCORPORATED
By /S/ XXXXXXX X. XXXXXX
---------------------------------
Xxxxxxx X. Xxxxxx,
Vice President and Treasurer
Effective Date: November 21, 2003
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ACKNOWLEDGMENT AND AGREEMENT
Each of the undersigned hereby agrees that (i) each of the Guarantys
listed on Exhibit B attached hereto given in favor of the undersigned by TBC
Corporation shall be, and each is hereby, terminated effective as of the
Effective Date; and (ii) TBC Corporation shall be, and is hereby, added as a
Tenant under each of the Leases, effective as of the Effective Date.
REALTY INCOME CORPORATION
By /S/ XXXXXXX X. XXXXXXXX
---------------------------------
Xxxxxxx X. Xxxxxxxx,
Executive Vice President and
General Counsel
REALTY INCOME TEXAS PROPERTIES, L.P.
By: Realty Income Corporation
Its: General Partner
By /S/ XXXXXXX X. XXXXXXXX
---------------------------
Xxxxxxx X. Xxxxxxxx,
Executive Vice President and
General Counsel
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ACKNOWLEDGMENT AND AGREEMENT
Each of the undersigned hereby agrees that (i) each of the Guarantys
listed on Exhibit B attached hereto given in favor of the undersigned by TBC
Corporation shall be, and each is hereby, terminated effective as of the
Effective Date; and (ii) TBC Corporation shall be, and is hereby, added as a
Tenant under each of the Leases, effective as of the Effective Date.
CREST NET LEASE, INC.
By /S/ XXXXXXX X. XXXXXXX
-----------------------------------------
Xxxxxxx X. Xxxxxxx,
President
AS TO NTW STORE NO. 7037:
XXXXXXX X. DOING, TRUSTEE
U.D.T., DATED NOVEMBER 23, 1987
By
-----------------------------------------
Xxxxxxx X. Doing, Trustee
Date: February _____, 2004
AS TO NTW STORE NO. 7288:
XXXXXX X. XXXXXXX and XXXXXXX X. XXXX,
BOTH AS INDIVIDUALS
AND TENANTS IN COMMON
By
-----------------------------------------
Xxxxxx X. Xxxxxxx
Date: February _____, 2004
By
-----------------------------------------
Xxxxxxx X. Xxxx
Date: February _____, 2004
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AS TO NTW STORE NO. 7361:
DENEX PETROLEUM CORPORATION
By
-----------------------------------------
Xxxxxx Xxxxxx
President
Date: February _____, 2004
AS TO NTW STORE NO. 7739:
5701 INVESTORS, LLC,
a Missouri limited liability company
By
-----------------------------------------
Xxxxxx Xxxxxxxxx, Trustee of the
Xxxxxx Xxxxxxxxx Revocable Trust dtd
10/11/02, Manager
Date: February _____, 2004
By
-----------------------------------------
Xxxx X. Xxxx, Trustee of the Xxxx X. Xxxx
Revocable Trust dtd 9/9/98, Manager
Date: February _____, 2004
AS TO NTW STORE NO. 7154:
XXXXXXXXX FAMILY TRUST DATED 4/29/93
By
-----------------------------------------
Xxxxxx Xxxxxxxxx, Trustee
Date: February ____, 2004
By
-----------------------------------------
Xxxxx Xxxxxxxxx, Trustee
Date: February ____, 2004
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EXHIBIT A
SCHEDULE OF LEASES
1. Land and Building Lease Agreement dated November 21, 2003 between Realty
Income Corporation, a Maryland corporation, as landlord, and NTW Incorporated, a
Delaware corporation ("NTW"), as tenant, with respect to the real property
described on Exhibit A thereto.
2. Land and Building Lease Agreement dated November 21, 2003 between Realty
Income Texas Properties, L.P., a Delaware limited partnership, as landlord, and
NTW, as tenant, with respect to the real property described on Exhibit A
thereto.
3. Land and Building Lease Agreement dated November 21, 2003 between Crest Net
Lease, Inc., a Delaware corporation ("CNL"), as landlord, and NTW, as tenant,
with respect to the premises known as Store No. 2702, located at 0000 Xxxxxx
Xxxx, Xx. Xxxxx, XX 00000.
4. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7000, located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000.
5. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7006, located at 0000 XX Xxxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000.
6. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7007, located at 0000 Xxxxxxxxx Xxxx, Xxxxx Xxxx, XX.
7. Land and Building Lease Agreement dated November 21, 2003 between Xxxxxxx X.
Doing, Trustee, U.D.T., dated November 23, 1987, assignee of CNL, as landlord,
and NTW, as tenant, with respect to the premises known as Store No. 7037,
located at 00000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000.
8. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7154, located at 000 X. Xxxxxxxxxx, Xxxxxxxxx, XX.
9. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7175, 0000 Xxxxxxx 0 X, Xxxxxxx, XX 00000.
10. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7180, located at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxxx, XX.
11. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7189, located at 0000 X-00 X, Xxxxxxxx, XX 00000.
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12. Land and Building Lease Agreement dated November 21, 2003 between Xxxxxx X.
Xxxxxxx and Xxxxxxx X. Xxxx, both as individuals and as tenants in common,
assignee of CNL, as landlord, and NTW, as tenant, with respect to the premises
known as Store No. 7288, located at 0000 Xxxxxx Xxxx, Xxx Xxxxxxx, XX 00000.
13. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7290, located at 0000 Xxxxxxx Xxxxxx Xxxx., Xxxxxxx, XX 00000.
14. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7301, located at 0000 Xxxx Xx., Xxxxxxx Xxxxxxx, XX.
15. Land and Building Lease Agreement dated November 21, 2003 between Denex
Petroleum Corporation, assignee of CNL, as landlord, and NTW, as tenant, with
respect to the premises known as Store No. 7361, located at 0000 X. Xxxx Xx.,
Xxxxxx Xxxx, XX.
16. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7526, located at 0000 Xxxxxx Xx., Xxxxxxxxxxx, XX.
17. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7607, located at 000 Xxxxxxxx Xx., Xxxxxxxx, XX 00000.
18. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7676, located at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxxxx, XX.
19. Land and Building Lease Agreement dated November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7686, located at 0000 Xxxxxxxxx Xxx., Xxx Xxxx, XX.
20. Land and Building Lease Agreement dated November 21, 2003 between 5701
Investors, LLC, a Missouri limited liability company, assignee of CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7739, located at 0000 Xxxxxxxx Xxxxx, Xx. Xxxxxx, XX 00000.
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EXHIBIT B
SCHEDULE OF GUARANTIES
1. Guaranty of Lease dated as of November 21, 2003 by TBC Corporation, a
Delaware corporation ("TBC"), as guarantor, in favor of Realty Income
Corporation, a Maryland corporation ("RIC") with respect to Land and Building
Lease Agreement dated as of November 21, 2003 between RIC, as landlord, and NTW
Incorporated, a Delaware corporation ("NTW"), as tenant, with respect to the
real property described on Exhibit A thereto.
2. Guaranty of Lease dated of November 21, 2003 by TBC, as guarantor, in favor
of Realty Income Texas Properties, L.P., a Delaware limited partnership ("RITP")
with respect to Land and Building Lease Agreement dated as of November 21, 2003
between RITP, as landlord, and NTW, as tenant, with respect to the real property
described on Exhibit A thereto.
3. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of Crest Net Lease, Inc., a Delaware corporation ("CNL") with respect to
Land and Building Lease Agreement dated as of November 21, 2003 between CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
2702, located at 0000 Xxxxxx Xxxx, Xx. Xxxxx, XX 00000.
4. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7000, located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx,
XX 00000.
5. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7006, located at 0000 XX Xxxxxxxx Xxxxx, Xxx
Xxxxxxx, XX 00000.
6. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7007, located at 0000 Xxxxxxxxx Xxxx, Xxxxx
Xxxx, XX.
7. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of Xxxxxxx X. Doing, Trustee, U.D.T. Dated November 23, 1987 with respect
to Land and Building Lease Agreement dated as of November 21, 2003 between
Xxxxxxx X. Doing, Trustee, U.D.T. Dated November 23, 1987, assignee of CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7037, located at 00000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000.
8. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7154, located at 000 X. Xxxxxxxxxx, Xxxxxxxxx,
XX.
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9. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7175, 0000 Xxxxxxx 0 X, Xxxxxxx, XX 00000.
10. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7180, located at 0000 Xxxxxxxxx Xxxx,
Xxxxxxxxxxxxx, XX.
11. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7189, located at 0000 X-00 X, Xxxxxxxx, XX
00000.
12. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxx, both as individuals and as
tenants in common, with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxx, both as
individuals and as tenants in common, assignee of CNL, as landlord, and NTW, as
tenant, with respect to the premises known as Store No. 7288, located at 0000
Xxxxxx Xxxx, Xxx Xxxxxxx, XX 00000.
13. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7290, located at 0000 Xxxxxxx Xxxxxx Xxxx.,
Xxxxxxx, XX 00000.
14. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7301, located at 0000 Xxxx Xx., Xxxxxxx Xxxxxxx,
XX.
15. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of Denex Petroleum Corporation with respect to Land and Building Lease
Agreement dated as of November 21, 2003 between Denex Petroleum Corporation,
assignee of CNL, as landlord, and NTW, as tenant, with respect to the premises
known as Store No. 7361, located at 0000 X. Xxxx Xx., Xxxxxx Xxxx, XX.
16. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7526, located at 0000 Xxxxxx Xx., Xxxxxxxxxxx,
XX.
17. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7607, located at 000 Xxxxxxxx Xx., Xxxxxxxx, XX
00000.
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18. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7676, located at 00 Xxxxxxxxx Xxxxx,
Xxxxxxxxxxxx, XX.
19. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of CNL with respect to Land and Building Lease Agreement dated as of
November 21, 2003 between CNL, as landlord, and NTW, as tenant, with respect to
the premises known as Store No. 7686, located at 0000 Xxxxxxxxx Xxx., Xxx Xxxx,
XX.
20. Guaranty of Lease dated as of November 21, 2003 by TBC, as guarantor, in
favor of 5701 Investors, LLC, a Missouri limited liability company with respect
to Land and Building Lease Agreement dated as of November 21, 2003 between 5701
Investors, LLC, a Missouri limited liability company, assignee of CNL, as
landlord, and NTW, as tenant, with respect to the premises known as Store No.
7739, located at 0000 Xxxxxxxx Xxxxx, Xx. Xxxxxx, XX 00000.
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