Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment to Form S-4, Registration Statement 177 1.12M
2: EX-3.1 Restated Certificate of Incorporation 53 195K
3: EX-3.2 Amended and Restated By-Laws 9 37K
5: EX-4.11 Security Agreement Dated as of July 17, 1988 71 397K
6: EX-4.12 Subsidiary Security Agreement Dated July 17, 1998 29 135K
7: EX-4.13 Collateral Assignment of Patents, Trademarks Etc. 24 84K
4: EX-4.5 Warrant Agreement 61 243K
8: EX-5.1 Opinion re: Legality 2 13K
9: EX-10.1 Series A Purchase Agreement 61 261K
10: EX-10.2 Series B Purchase Agmt 59 249K
11: EX-10.69 Amendment to Loan and Security Agreement 7 30K
12: EX-10.70 Material Contract 23 79K
13: EX-10.78 Consulting Agreement 6 25K
14: EX-12.1 Statement re: Computation of Ratios 1 13K
15: EX-21.1 List of Subsidiaries of the Registrant 1 7K
16: EX-23.1 Consent of Experts or Counsel 1 8K
17: EX-23.2 Consent of Pricewaterhousecoopers LLP 1 9K
18: EX-25.1 Statement of Eligibilty and Qualification 4 17K
19: EX-99.1 Letter of Transmittal 15 70K
20: EX-99.2 Notice of Guaranteed Delivery 3 17K
21: EX-99.3 Exchange Agent Agreement 10 40K
EX-4.12 — Subsidiary Security Agreement Dated July 17, 1998
Exhibit Table of Contents
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SUBSIDIARY SECURITY AGREEMENT
among
DISCOVERY ZONE (CANADA) LIMITED,
DISCOVERY ZONE (PUERTO RICO), INC.,
and
DISCOVERY ZONE LICENSING, INC.
and
FIRSTAR BANK OF MINNESOTA, N.A.,
as Collateral Agent
Dated as of July 17, 1998
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SUBSIDIARY SECURITY AGREEMENT
THIS SUBSIDIARY SECURITY AGREEMENT, dated as of July 17, 1998
(the "Subsidiary Security Agreement"), is entered into by and among DISCOVERY
ZONE (CANADA) LIMITED, an entity formed under the laws of Canada ("DZL"),
DISCOVERY ZONE (PUERTO RICO), INC., a corporation formed under the laws of
Puerto Rico ("DZPR"), DISCOVERY ZONE LICENSING, INC., a Nevada corporation ("DZ
Licensing", together with DZL, DZPR and other subsidiaries of the Company that
may become Subsidiary Guarantors after the date hereof and their permitted
respective successors and assigns, the "Subsidiary Guarantors"), and FIRSTAR
BANK OF MINNESOTA, N.A., as the Trustee and Collateral Agent under the Indenture
(as defined below) and secured party hereunder for its benefit and the ratable
benefit of the holders of the Notes (as defined below) (together with its
successors and assigns, in such capacity, the "Collateral Agent"). This
Subsidiary Security Agreement is being entered into in connection with, pursuant
to and as collateral security for the debts, liabilities and Obligations arising
under or with respect to the Subsidiary Guarantees (as defined in the Indenture)
set forth in Article Eleven of the Indenture.
W I T N E S S E T H:
WHEREAS, Discovery Zone, Inc., a Delaware corporation (the
"Company"), has issued $20,000,000 aggregate principal amount of 13 1/2% Senior
Collateralized Notes due 2002 pursuant to the Indenture, dated the date hereof,
between the Company, each Subsidiary Guarantor and the Collateral Agent, as
amended or supplemented from time to time in accordance with its terms (the
"Indenture");
WHEREAS, pursuant to the Indenture or a supplement thereto,
each Subsidiary Guarantor has guaranteed the payment and performance of all now
existing and hereafter arising Obligations (defined below) of the Company and
the Subsidiary Guarantors (the "Subsidiary Guarantees"); and
WHEREAS, in order to secure the payment and performance in
full of the Obligations under the Subsidiary Guarantees, the parties hereto
desire to set forth their mutual understanding and certain agreements regarding
the terms and conditions of the supplement to the Indenture made by each
Subsidiary Guarantor to the Trustee for the ratable benefit of the Holders.
NOW, THEREFORE, in consideration of the premises and the
covenants set forth herein and in the Indenture, the parties hereto agree as
follows.
ARTICLE I
DEFINITIONS
1.1 Defined Terms. As used herein, capitalized terms defined
in the Indenture and not otherwise defined herein are used herein as so defined.
All terms defined in the UCC
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(defined below) and not otherwise defined herein or in the Indenture shall have
the meanings assigned to them in the UCC.
"Accounts" shall mean all present and future rights of each
Subsidiary Guarantor to payment for goods sold or leased or for services
rendered, whether or not evidenced by instruments or chattel paper, and whether
or not earned by performance, including, without limitation, accounts
receivable.
"Affiliate" of any specified Person shall mean any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as used with
respect to any Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
specified Person, whether through the ownership of voting securities, by
agreement or otherwise; provided, however, that beneficial ownership of 10% or
more of the aggregate voting power of the voting securities of a Person shall be
deemed to be control. Notwithstanding the foregoing definitions, none of
Jefferies & Company, Inc. and its Affiliates shall be considered Affiliates of
the Company or any of its subsidiaries.
"Capital Stock" shall mean, with respect to any Person, any
and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock and any and all warrants, options and rights with
respect thereto, including, without limitation, each class of common stock and
preferred stock, partnership interests and other indicia of ownership of such
Person.
"Collateral" shall have the meaning assigned to it in Article
II hereof.
"Equipment" shall mean all of each Subsidiary Guarantor's now
owned and hereafter acquired machinery, equipment, furniture, furnishings,
fixtures, and other tangible personal property (except Inventory), including,
without limitation, data processing hardware and software, motor vehicles,
aircraft, dies, tools, jigs, signage, tubes, slides, ball bins, climbing
mountains, air and water trampolines, obstacle courses, ramps, devices for
crawling, jumping, running, swinging and climbing, and other "soft zone"
equipment and toys, games, arcade games and video and other electronic
entertainment games, chairs, jungle gyms, kitchen and other food and beverage
equipment, identification devices and office equipment, as well as all of such
types of property leased by each Subsidiary Guarantor and all of each Subsidiary
Guarantor's rights and interests with respect thereto under such leases
(including, without limitation, options to purchase); together with all present
and future additions and accessions thereto, replacements therefor, component
and auxiliary parts and supplies used or to be used in connection therewith, and
all substitutes for any of the foregoing, and all manuals, drawings,
instructions, warranties and rights with respect thereto; wherever any of the
foregoing is located.
"Inventory" shall mean all of each Subsidiary Guarantor's now
owned and hereafter existing or acquired goods, merchandise, inventory and other
personal property other than personal property leased in connection with any
real property lease, all raw materials, work-in-process, finished goods,
returned goods, and materials and supplies of any kind, nature or description
which are or might be used or consumed, wherever located, in such Subsidiary
Guarantor's business or used in connection with the manufacture, packing,
shipping, advertising, maintenance, selling or finishing of such goods,
merchandise, inventory and other personal property, and all documents of title
or other documents representing them.
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"Notes" shall mean the 13 1/2% Senior Collateralized Notes
due 2002 of the Company, and the 13 1/2% Senior Collateralized Notes, due 2002,
Series B, or Private Exchange Notes issued in exchange therefor in accordance
with the Indenture in the aggregate principal amount of $20,000,000.
"Obligations" shall mean the Company's and each Subsidiary
Guarantor's Obligations under the Indenture, the Notes and the Collateral
Agreements.
"Person" or "person" shall mean any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
"Purchase Agreement" shall mean the Purchase Agreement, dated
the date hereof, between the Company and Jefferies & Company, Inc., as the
initial purchaser, relating to the purchase and sale of the Notes.
"Records" shall mean all of the present and future books of
account of every kind or nature of each Subsidiary Guarantor, purchase and sale
agreements, invoices, ledger cards, bills of lading and other shipping evidence,
statements, correspondence, memoranda, credit files and other data relating to
the Collateral or any account debtor, together with the tapes, disks, diskettes
and other data and software storage media and devices, file cabinets or
containers in or on which the foregoing are stored (including any rights of each
Subsidiary Guarantor with respect to the foregoing maintained with or by any
other person).
"Requisite Holders" shall mean the Holder or Holders of at
least a majority in principal amount of the outstanding Notes, unless otherwise
provided in Article Six of the Indenture.
"Secured Parties" shall mean the collective reference to the
Collateral Agent and each Holder.
"Securities" shall have the meaning assigned to it in Article
II hereof.
"UCC" shall mean the Uniform Commercial Code as in effect
from time to time in the State of New York, provided that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the Security Interest in any Collateral or the availability of
any remedy hereunder is governed by the Uniform Commercial Code as in effect on
or after the date hereof in any other jurisdiction, "UCC" means the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such perfection or effect of perfection or
non-perfection or availability of such remedy.
"Voting Stock" shall mean, with respect to any Person one or
more classes of the Capital Stock of such Person having general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers, or trustees of such Person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).
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ARTICLE II
GRANT OF SECURITY INTERESTS
2.1 Security Interest. As security for the prompt and
complete payment and performance in full of the principal of, premium, if any,
and interest on the Notes when and as the same shall be due and payable, whether
on an Interest Payment Date, at maturity, by acceleration, purchase, repurchase,
redemption or otherwise, and interest on the overdue principal of, premium and
interest, if any, to the extent such premium or interest is permitted by law, on
the Notes and the performance of all other Obligations, each Subsidiary
Guarantor hereby grants to the Collateral Agent, for the benefit of itself and
the Holders, a security interest in and continuing lien on, all of their right,
title and interest in, to and under the following, in each case, whether now
owned or existing or hereafter acquired or arising, and wherever located (all of
which is defined as the "Collateral"):
(i) Accounts;
(ii) subject to the final paragraph of this Section
2.1, all present and future contract rights (including, without limitation, all
rights under service contracts pursuant to which each Subsidiary Guarantor
renders its services to its customers, which rights shall include any and all
rights to all retainers which may arise thereunder), general intangibles
(including, but not limited to, tax and duty refunds, patents, trade secrets,
trademarks, service marks, copyrights, trade names, trade styles, logos,
applications and registrations for the foregoing, goodwill, processes, drawings,
blueprints, customer lists, licenses, whether as licensor or licensee, choses in
action and other claims), chattel paper, documents, instruments, letters of
credit, bankers' acceptances and guaranties;
(iii) all present and future monies, securities, credit
balances, deposit accounts and other property of each Subsidiary Guarantor now
or hereafter held or received by or in transit to a lender or at any other
depository or other institution from or for the account of each Subsidiary
Guarantor, whether for safekeeping, pledge, custody, transmission, collection or
otherwise, and all present and future liens, security interests, rights,
remedies, title and interest in, to and in respect of Accounts and other
Collateral, including, without limitation, (a) rights and remedies under or
relating to guaranties, contracts of suretyship, letters of credit and credit
and other insurance related to the Collateral, (b) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and remedies of an
unpaid vendor, lienor or secured party, (c) goods described in invoices,
documents, contracts or instruments with respect to, or otherwise representing
or evidencing, Accounts or other Collateral, including, without limitation,
returned, repossessed and reclaimed goods, and (d) deposits by and property of
account debtors of other persons securing the obligations of account debtors;
(iv) Inventory;
(v) Equipment;
(vi) Records; and
(vii) all products and proceeds of the foregoing, in
any form, including without limitation, insurance proceeds and all claims
against third parties for loss or damage to or destruction of any or all of the
foregoing.
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In no event shall the Collateral Agent's security interest in
a contract or agreement of each Subsidiary Guarantor be deemed to be a present
assignment, transfer conveyance, subletting or other disposition (an
"Assignment") of such contract or agreement to the Collateral Agent within the
meaning of any provision in such contract or agreement prohibiting, or requiring
any consent or establishing any other conditions for, an assignment thereof by
each Subsidiary Guarantor. The Collateral Agent acknowledges that any sale,
transfer or Assignment of any such contract or agreement upon the enforcement of
the Collateral Agent's security interest therein would be subject to the terms
of such contract or agreement governing Assignment, except as otherwise provided
in Section 9-318 of the UCC. The Collateral Agent's security interest in each
contract or agreement of each Subsidiary Guarantor shall attach from the date
hereof to all of the following, whether now existing or hereafter arising or
acquired: (i) all of each Subsidiary Guarantor's Accounts and general
intangibles for money due or to become due arising under such contract or
agreement; (ii) all proceeds paid or payable to each Subsidiary Guarantor from
any sale, transfer or assignment of such contract or agreement and all rights to
receive such proceeds; and (iii) all other rights and interests of each
Subsidiary Guarantor in, to and under such contract or agreement to the fullest
extent that attachment thereto would not be a violation of such contract or
agreement directly or indirectly entitling a party thereto (other than each
Subsidiary Guarantor or Affiliate thereof) to a legally enforceable right to
terminate such contract or agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Subsidiary Guarantor hereby represents and warrants to
the Collateral Agent, which representations and warranties shall survive
execution and delivery of this Security Agreement, as follows:
3.1 Validity, Perfection and Priority.
Except as permitted under the Indenture, the
security interests in the Collateral granted to the Collateral Agent hereunder
will constitute valid and continuing perfected security interests therein, to
the extent that such security interests may be perfected by the actions
described in Section 10.03 of the Indenture and subsections (i) and (ii) of this
Section 3.1, pursuant to the terms of the New Intercreditor Agreements (with
respect to the Liens securing the Eligible Credit Facility) and subject only to
the Subordination Agreement (with respect the McDonald's collateral), superior
and prior to all Liens and rights or claims of all other Persons, except
Permitted Liens and as otherwise provided in the Indenture, upon (i) the filing
of UCC financing statements and continuation statements naming any Subsidiary
Guarantor as "debtor" and the Collateral Agent as "secured party" or filing or
recordation of other similar financing statements or instruments or charges or
mortgages with respect to any jurisdiction in which the UCC does not govern
secured transactions, and describing the Collateral in the appropriate filing
offices, set forth on Schedule 3.1 hereto, and (ii) to the extent not subject to
Article 9 of the UCC in any applicable jurisdiction, the recordation of the
security interests granted hereunder in patents, trademarks, service marks and
copyrights in the applicable patent, trademark, service mark and copyright
registries and the registration of all copyrights.
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3.2 No Liens; Other Financing Statements.
(a) Except for the Lien granted to the Collateral
Agent hereunder, and except for Permitted Liens (including, without limitation,
Liens securing the Existing Notes and the Eligible Credit Facility), each
Subsidiary Guarantor owns and, as to all Collateral whether now existing or
hereafter acquired, will continue to own, each item of the Collateral free and
clear of all Liens, rights and claims, and each Subsidiary Guarantor shall
defend the Collateral against all claims and demands of all Persons at any time
claiming the same or any interest therein adverse to the Collateral Agent on the
Collateral entitled to priority therein under applicable law.
(b) No financing statement or other evidence of Lien
covering or purporting to cover any of the Collateral is on file and is
effective in any public office other than for Permitted Liens which shall
include, without limitation, (i) financing statements filed or to be filed in
connection with the security interests granted to the Collateral Agent
hereunder; (ii) financing statements for which proper, executed termination
statements have been delivered to the Collateral Agent for filing; and (iii)
financing statements filed in connection with the Existing Notes and the
Eligible Credit Facility.
3.3 Chief Executive Offices. The chief executive office of
each Subsidiary Guarantor is 565 Taxter Road, Elmsford, New York 10523. The
originals of the Records are located at such chief executive office of the
Company. All Records are maintained at, and controlled and directed (including,
without limitation, for general accounting purposes) from the chief executive
office or other offices identified on Schedule 3.3 as such.
3.4 Location of Inventory. All Inventory is kept only at (or
shall be in transit to) the locations listed on Schedule 3.3 hereto. None of
such Inventory is in the possession of an issuer of a negotiable document (as
defined in Section 7-104 of the UCC) therefor or otherwise in the possession of
a bailee or other Person.
3.5 Trade Names; Prior Names. The only names under which each
Subsidiary Guarantor has conducted business during the last five years are as
set forth on Schedule 3.5 hereto.
3.6 Receivables.
(a) Each Account (other than indebtedness due and
owing from the Company) arises from the actual and bona fide sale and delivery
of goods by a Subsidiary Guarantor or rendition of services by a Subsidiary
Guarantor in the ordinary course of its business which transactions are
completed in all material respects with those terms and provisions contained in
any document related thereto, except for prepaid passes to FunCenters (as
defined in the Offering Memorandum) and deposits for birthday parties or other
similar functions which sale and delivery of goods by a Subsidiary Guarantor or
rendition of services by a Subsidiary Guarantor are to be completed in the
ordinary course of its business.
(b) The representations and warranties contained in
this Section shall be deemed to be repeated by each Subsidiary Guarantor as of
the time when each respective Account arises.
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3.7 Intellectual Property.
(a) Schedule 3.5 sets forth (i) all United States,
state and foreign registration of and applications for patents, trademarks,
service marks and copyrights of each Subsidiary Guarantor and (ii) all patent
licenses, trademark and service mark licenses and copyright licenses material to
the business of the Subsidiary Guarantors; and
(b) each Subsidiary Guarantor owns, or has valid
rights to use, all patents, trademarks, trade secrets, copyrights, and similar
intellectual property rights material to the business of the Subsidiary
Guarantors and used in the conduct of any Subsidiary Guarantor's business.
(c) each account arising from indebtedness due and
owing from the Company is a bona fide intercompany indebtedness arising from an
appropriate business purpose in the ordinary course of a subsidiary's business
and in accordance with GAAP.
3.8 Equipment. All Equipment is owned free and clear of all
Liens, except Permitted Liens (including, without limitation, Liens securing the
Existing Notes and the Eligible Credit Facility), is located only at the
location set forth on Schedule 3.3 hereto and is in good working condition
subject only to wear and tear in the ordinary course, all of which is accounted
for at the lower of cost or fair market value in accordance with GAAP on the
financial statements of each of the Subsidiary Guarantors.
3.9 Basic Representations and Warranties. As of the Issue
Date, each Subsidiary Guarantor (a) will be duly organized and validly existing
in good standing under the laws of the jurisdiction of its formation or other
jurisdiction in which it is qualified to do business; (b) will have the power
and authority to execute, deliver and carry out the terms and provisions of this
Security Agreement and consummate the transactions contemplated hereby; (c) will
have taken all necessary action to authorize the execution, delivery and
performance of this Security Agreement and the consummation of the transactions
contemplated hereby; and (d) will have duly executed and delivered this Security
Agreement. As of the Issue Date, this Security Agreement will constitute each
Subsidiary Guarantor's legal, valid and binding obligation, enforceable against
each Subsidiary Guarantor in accordance with its terms.
ARTICLE IV
COVENANTS
Each Subsidiary Guarantor covenants and agrees with the
Collateral Agent that from and after the date of this Security Agreement:
4.1 Further Assurances. Each Subsidiary Guarantor will from
time to time at its own expense, promptly execute, deliver, file and record all
further instruments, endorsements and other documents, and take such further
action as the Collateral Agent may deem necessary or desirable in obtaining the
full benefits of this Security Agreement and of the rights, remedies and powers
herein granted, including, without limitation, the following:
(i) the filing of any financing statements,
in form acceptable to the Collateral Agent under the UCC in effect in
any jurisdiction with respect to the liens and
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security interests granted hereby (and each Subsidiary Guarantor
hereby (x) authorizes the Collateral Agent to file any such financing
statement without its respective signature to the extent permitted by
applicable law and (y) agrees that a photocopy or other reproduction
of this Security Agreement shall be sufficient as a financing
statement and may be filed in lieu of the original to the extent
permitted by applicable law); and
(ii) furnish to the Collateral Agent from time
to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the
Collateral as the Collateral Agent may request, all in reasonable
detail and in form satisfactory to the Collateral Agent.
4.2 Change of Name, Identity, Corporate Structure, Chief
Executive Offices, or Location of Inventory and Equipment. No Subsidiary
Guarantor will change its name, identity, corporate structure or the location of
its chief executive offices (as specified in Section 3.3) or location of its
Inventory or Equipment without (i) giving the Collateral Agent at least thirty
(30) days' prior written notice clearly describing such new name, identity,
corporate structure or new location and providing such other information in
connection therewith as the Collateral Agent may reasonably request, and (ii)
taking all action reasonably satisfactory to the Collateral Agent as the
Collateral Agent may reasonably request to maintain the security interest of the
Collateral Agent in the Collateral intended to be granted hereby at all times
fully perfected with the same or better priority than exists on the date hereof
and in full force and effect. All Accounts and Records of each Subsidiary
Guarantor will continue to be maintained at, and controlled and directed
(including, without limitation, for general accounting purposes) from, such
chief executive office or a location identified as a location at which Accounts
or Records are maintained, controlled and directed on Schedule 3.3, or such new
locations as such Subsidiary Guarantor may establish in accordance with this
Section 4.2.
4.3 Maintain Records. Each Subsidiary Guarantor will keep and
maintain at its own cost and expense satisfactory and complete records of the
Collateral, including, but not limited to, the originals of all documentation
with respect to all Accounts and records of all payments received and all
credits granted on the Accounts, and all other dealings therewith.
4.4 Right of Inspection. The Collateral Agent shall at all
times have full and free access during normal business hours and upon reasonable
notice to all the books, correspondence and records of each Subsidiary
Guarantor, and the Collateral Agent and its representatives may examine the
same, take extracts therefrom and make photocopies thereof, and each Subsidiary
Guarantor agrees to render the Collateral Agent at the cost and expense of the
Subsidiary Guarantors, such clerical and other assistance as may be reasonably
requested with regard thereto.
4.5 Payment of Obligations. Each Subsidiary Guarantor will
pay promptly when due all taxes, assessments and governmental charges or levies
imposed upon the Collateral, as well as all claims of any kind (including,
without limitation, claims for labor, materials, supplies and services) against
or with respect to the Collateral, except that no such tax, assessment, charge
or levy need be paid if (i) the validity thereof is being contested in good
faith by appropriate proceedings properly instituted and diligently conducted
for which adequate reserves, to the extent required under GAAP, have been taken,
(ii) such proceedings do not involve, in the sole opinion of the Collateral
Agent, any material danger for the sale, forfeiture or loss of any of the
Collateral or any interest therein and (iii) such charge is adequately reserved
against on the books of the applicable Subsidiary Guarantor in accordance with
GAAP.
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4.6 Negative Pledge. No Subsidiary Guarantor will create,
incur or permit to exist, and each will defend the Collateral against, and will
take such other action as is necessary to remove, any Lien or claim on or to the
Collateral, other than the Security Interest and Liens created hereby and
Permitted Liens (including, without limitation, Liens securing the Existing
Notes and the Eligible Credit Facility).
4.7 Limitations on Dispositions of Collateral. No Subsidiary
Guarantor will sell, transfer, lease or otherwise dispose of any of the
Collateral, or attempt, offer or contract to do so except as permitted in the
Indenture.
4.8 Performance by the Collateral Agent of the Obligations of
any Subsidiary Guarantor; Reimbursement. If any Subsidiary Guarantor fails to
perform or comply with any of its agreements contained herein, the Collateral
Agent may, without consent by such Subsidiary Guarantor, but upon written notice
to such Subsidiary Guarantor reasonably given, perform or comply or cause
performance or compliance therewith, and the expenses of the Collateral Agent
incurred in connection with such performance or compliance, together with
interest thereon at a rate per annum borne by the Notes, shall be payable by
each Subsidiary Guarantor to the Collateral Agent on demand and such
reimbursement obligation shall be secured hereby; provided, however, that such
interest shall only be so due and payable if such expenses have not been so paid
on demand and in any event within ten (10) days of such notice; and, provided
further, that such interest shall be tolled in the event any such expenses are
contested in good faith as in error and the resolution of any such contest is
diligently pursued by the Subsidiary Guarantors.
4.9 No Impairment. Except as expressly permitted herein or in
the Indenture (including the creation of Permitted Liens), no Subsidiary
Guarantor will take or knowingly permit to be taken any action which could
impair the Collateral Agent's rights in the Collateral. Each Subsidiary
Guarantor shall promptly notify the Collateral Agent of any changes in any fact
or circumstance represented or warranted by such Subsidiary Guarantor or that
could reasonably be expected to have a material adverse effect with respect to
any material portion of the Collateral, of any impairment of the Collateral and
of any claim, action or proceeding affecting title to all or any of the Pledged
Collateral.
4.10 Insurance. Each Subsidiary Guarantor will maintain, with
financially sound and reputable insurers acceptable to the Collateral Agent and
licensed to do business in each state in which any of the Collateral covered by
any policy is located, insurance in compliance with Section 4.05(b) of the
Indenture. All policies of insurance shall (i) name the Collateral Agent as
additional insured (with respect to liability insurance policies) or loss payee
with a lender's loss payable endorsement, in each case as its interests may
appear, (ii) include waivers by the insurer of all claims for insurance premiums
against the Collateral Agent, (iii) provide that any losses shall be payable to
the Collateral Agent notwithstanding (A) any act, failure to act or negligence
of or violation of warranties, declarations or conditions contained in such
policy by any Subsidiary Guarantor, (B) any foreclosure or other proceedings or
notice of sale relating to any Collateral insured thereunder, or (C) any change
in the title to or ownership of any Collateral insured thereunder, and (iv)
provide that no cancellation, termination or lapse in coverage thereof shall be
effective until at least 30 days after receipt by the Collateral Agent of
written notice thereof.
4.11 Equipment. Each Subsidiary Guarantor shall maintain its
Equipment in good and working condition free of all Liens, except Permitted
Liens (including, without limitation, Liens securing the Existing Notes and the
Eligible Credit Facility), and shall not remove or relocate any
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Equipment except as provided herein except that any motor vehicles or aircraft
intended to be mobile may be so used to the extent that all necessary and
appropriate actions have been taken and filings made to perfect a first priority
security interest therein in favor of the Collateral Agent for its benefit and
the ratable benefit of the Holders.
ARTICLE V
POWER OF ATTORNEY
Each Subsidiary Guarantor hereby irrevocably constitutes and
appoints the Collateral Agent and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of each Subsidiary Guarantor and in
the name of each Subsidiary Guarantor, from time to time in the Collateral
Agent's discretion, for the purpose of carrying out the terms of this Security
Agreement, to take any and all appropriate action, and to execute in any
appropriate manner any and all documents and instruments which may be necessary
or desirable to accomplish the purposes of this Security Agreement.
Each Subsidiary Guarantor hereby ratifies all that said
attorneys shall lawfully do or cause to be done by virtue hereof. This power of
attorney is a power coupled with an interest and shall be irrevocable.
ARTICLE VI
REMEDIES; RIGHTS UPON DEFAULT
6.1 Rights and Remedies Generally.
(a) If an Event of Default shall occur and be
continuing, then and in every such case, the Collateral Agent shall have all the
rights of a secured party under the UCC, shall have all rights now or hereafter
existing under all other applicable laws, and, subject to any mandatory
requirements of applicable law then in effect, shall have all the rights set
forth in this Security Agreement and all the rights set forth with respect to
the Collateral or this Security Agreement in any other agreement between the
parties.
(b) If an Event of Default occurs and is continuing,
the Collateral Agent may, and within three Business Days after written
instructions from the Requisite Holders shall, commence the taking of such
actions toward collection or enforcement of this Security Agreement and the
Collateral (or any portion thereof), including, without limitation, action
toward foreclosure upon any Collateral, as the Collateral Agent deems in its
discretion to be appropriate or as otherwise instructed in writing by the
Requisite Holders.
6.2 Assembly of Collateral. If an Event of Default shall
occur and be continuing, immediately upon written notice to each Subsidiary
Guarantor, each such Subsidiary Guarantor shall, at its own expense, and to the
extent commercially practicable, assemble the Collateral (or from time to time
any portion thereof) and make it available to the Collateral Agent at any place
or places designated by the Collateral Agent which is reasonably convenient to
both parties.
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6.3 Disposition of Collateral. The Collateral Agent will
determine the circumstances and manner in which the Collateral will be disposed
of, including, but not limited to, the determination of whether to foreclose on
the Collateral following an Event of Default. The Collateral Agent will give
each Subsidiary Guarantor reasonable written notice of the time and place of any
public sale of the Collateral or any part thereof or of the time after which any
private sale or any other intended disposition thereof is to be made. Each
Subsidiary Guarantor agrees that the requirements of reasonable notice to it
shall be met if such notice is delivered to its address specified in and in
accordance with Section 7.3 of this Security Agreement (or such other address
that a Subsidiary Guarantor may provide to the Collateral Agent in writing) at
least ten (10) days before the time of any public sale or after which any
private sale may be made.
6.4 Proceeds. If an Event of Default shall occur and be
continuing, (i) all proceeds and distributions on the Collateral received by any
Subsidiary Guarantor shall be held in trust for the Collateral Agent, segregated
from other funds of the Subsidiary Guarantors in a separate deposit account
containing only such proceeds and distributions, and shall forthwith upon
receipt thereof be turned over to the Collateral Agent in the same form received
(appropriately endorsed or assigned to the order of the Collateral Agent or in
such other manner as shall be satisfactory to the Collateral Agent) and (ii) any
and all such proceeds and distributions received by the Collateral Agent
(whether from any Subsidiary Guarantor or otherwise), or any part thereof, may,
in the sole discretion of the Collateral Agent, be held by the Collateral Agent
in a separate account as Collateral hereunder and/or then or at any time or from
time to time thereafter, be applied by the Collateral Agent against the
Obligations (whether matured or unmatured) and related expenses, including
attorney's fees as provided in Section 6.6 below.
6.5 Recourse. Each Subsidiary Guarantor shall, jointly and
severally, pay or remain liable for any deficiency if the proceeds of any sale
or other disposition of the Collateral are insufficient to satisfy the
Obligations. Each Subsidiary Guarantor shall also be, jointly and severally,
liable for all expenses of the Collateral Agent incurred in connection with
collecting such deficiency, including, without limitation, the fees and
disbursements of any attorneys employed by the Collateral Agent to collect such
deficiency.
6.6 Expenses; Attorneys Fees. Each Subsidiary Guarantor
shall, jointly and severally, pay or reimburse the Collateral Agent for all its
expenses in connection with the exercise of its rights hereunder, including,
without limitation, (i) all reasonable attorneys' fees and legal expenses
incurred by the Collateral Agent and (ii) all filing fees and related expenses
contemplated by Section 4.1 hereof. Expenses of retaking, holding, preparing for
sale, selling or the like shall include the reasonable attorneys' fees and legal
expenses of the Collateral Agent. All such expenses shall be secured hereby.
6.7 Limitation on Duties Regarding Preservation of
Collateral.
(a) The Collateral Agent's sole duty with respect to
the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the UCC or otherwise, shall be to deal with
it in the same manner as the Collateral Agent deals with similar property for
its own account;
(b) The Collateral Agent shall have no obligation to
take any steps to preserve rights against prior parties to any Collateral; and
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(c) Neither the Collateral Agent nor any of its
directors, officers, employees or agents shall be liable for failure to demand,
collect or realize upon all or any part of the Collateral or for any delay in
doing so or shall be under any obligations to sell or otherwise dispose of any
Collateral upon the request of any Subsidiary Guarantor or otherwise, except
with respect to actions taken or omitted with gross negligence, willful
misconduct or in bad faith.
6.8 Cooperation of Other Subsidiaries. Each Subsidiary
Guarantor shall cause any subsidiary that becomes a subsidiary after the date
hereof to enter into a supplement to the subsidiary Security Agreement, pursuant
to which such Subsidiary shall grant to the Collateral Agent for itself and the
ratable benefit of the Holders and their respective successors and assigns, a
continuing security interest in all of the Collateral then owned by such
subsidiary or thereafter acquired or arising as security for the prompt and
complete payment and performance in full of all the Obligations.
ARTICLE VII
MISCELLANEOUS
7.1 Indemnity. Each Subsidiary Guarantor agrees, jointly and
severally, to indemnify, reimburse and hold the Collateral Agent and its
officers, directors, employees, representatives and agents ("Indemnitees")
harmless from any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs or expenses or disbursements (including
reasonable attorneys' fees and expenses) for whatsoever kind or nature
("Losses") which may be imposed on, asserted against or incurred by any of the
Indemnitees in any way relating to or arising out of this Security Agreement or
the transactions contemplated hereby, except to the extent that such Losses are
caused by the gross negligence, willful misconduct or bad faith of such
Indemnitees as determined by a final judgment of a court of competent
jurisdiction. The obligations of each Subsidiary Guarantor under this Section
shall be secured hereby, shall survive payment and performance or discharge of
the Obligations and the termination of this Security Agreement and shall be
joint and several with each of the other Subsidiary Guarantors.
7.2 Governing Law. THIS SECURITY AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS).
7.3 Notices. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:
if to Discovery Zone (Canada) Limited:
Discovery Zone, Inc.
565 Taxtor Road, 5th Floor
Elmsford, New York 10523
Attn: Chief Executive Officer
Telephone Number: (914) 345-4500
Telecopy Number: (914) 345-4527
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with a copy to attn: General Counsel
Telecopy Number: (914) 345-4516
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attn: Douglas P. Bartner, Esq.
Telephone Number: (212) 848-4000
Telecopy Number: (212) 848-7179
if to Discovery Zone (Puerto Rico), Inc.:
Discovery Zone, Inc.
565 Taxter Road, 5th Floor
Elmsford, New York 10523
Attn: Chief Executive Officer
Telephone Number: (914) 345-4500
Telecopy Number: (914) 345-4527
with a copy to attn: General Counsel
Telecopy Number: (914) 345-4516
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attn: Douglas P. Bartner, Esq.
Telephone Number: (212) 848-4000
Telecopy Number: (212) 848-7179
if to Discovery Zone Licensing, Inc.:
Discovery Zone, Inc.
565 Taxter Road, 5th Floor
Elmsford, New York 10523
Attn: Chief Executive Officer
Telephone Number: (914) 345-4500
Telecopy Number: (914) 345-4527
-13-
with a copy to attn: General Counsel
Telecopy Number: (914) 345-4516
with a copy to:
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attn: Douglas P. Bartner, Esq.
Telephone Number: (212) 848-4000
Telecopy Number: (212) 848-7179
if to the Collateral Agent:
Firstar Bank of Minnesota, N.A.
101 East 5th Street
St. Paul, MN 55101
Attn: Corporate Trust
Telephone Number: (651) 229-2600
Telecopy Number: (651) 229-6415
Each of the Subsidiary Guarantors and the Collateral Agent by
written notice to each other such Person may designate additional or different
addresses for notices to such Person. Any notice or communication to the
Subsidiary Guarantors or the Collateral Agent shall be deemed to have been given
or made as of the date so delivered if personally delivered; when answered back,
if telexed; when receipt is acknowledged, if faxed; and five (5) calendar days
after mailing if sent by registered or certified mail, postage prepaid (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).
Any notice or communication mailed to a Holder shall be
mailed to such Holder by first class mail or other equivalent means at such
Holder's address as it appears on the registration books of the Registrar and
shall be sufficiently given to such Holder if so mailed within the time
prescribed.
Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.
7.4 Successors and Assigns. This Security Agreement shall be
binding upon and inure to the benefit of each Subsidiary Guarantor, the
Collateral Agent, all future holders of the Obligations and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Security Agreement without the prior
written consent of the Collateral Agent.
7.5 Waivers and Amendments. None of the terms or provisions
of this Security Agreement may be waived, amended, supplemented or otherwise
modified except in accordance with the terms of Article Nine of the Indenture.
In the case of any waiver, each Subsidiary Guarantor and the Collateral Agent
shall be restored to their former position and rights hereunder and under the
-14-
outstanding Obligations, and any Default or Event of Default waived shall be
deemed to be cured and not continuing, but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon.
7.6 No Waiver; Remedies Cumulative. No failure or delay on
the part of the Collateral Agent in exercising any right, power or privilege
hereunder and no course of dealing among the Subsidiary Guarantors and the
Collateral Agent shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right or remedy which
the Collateral Agent would otherwise have on any future occasion. The rights and
remedies herein expressly provided are cumulative and may be exercised singly or
concurrently and as often and in such order as the Collateral Agent deems
expedient and are not exclusive of any rights or remedies which the Collateral
Agent would otherwise have whether by security agreement or now or hereafter
existing under applicable law. No notice to or demand on each Subsidiary
Guarantor in any case shall entitle any Subsidiary Guarantor to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Collateral Agent to any other or future action in
any circumstances without notice or demand.
7.7 Termination; Release. When the Obligations have been
completely paid and performed in full in accordance with Article Eight of the
Indenture, this Security Agreement shall terminate, and the Collateral Agent, at
the request and sole expense of each Subsidiary Guarantor, and subject to and in
accordance with the applicable terms of the Indenture, will execute and deliver
to such Subsidiary Guarantor the proper instruments (including UCC termination
statements) acknowledging the termination of this Security Agreement, and will
duly assign, transfer and deliver to such Subsidiary Guarantor, without
recourse, representation or warranty of any kind whatsoever, such of the
Collateral and Securities as may be in possession of the Collateral Agent and
that has not theretofore been disposed of, applied or released, all in
accordance with the terms and conditions of the Indenture and other Collateral
Documents. In addition, so long as no Default or Event of Default exists (with
respect to a Released Interest other than in connection with the immediately
preceding sentence), the Collateral Agent, at the request and sole expense of
any Subsidiary Guarantor, will execute and deliver to such Subsidiary Guarantor
the proper instruments to effect the release of the Released Interests in
compliance with Section 10.05 of the Indenture.
7.8 Headings Descriptive. The headings of the several
sections and subsections of this Security Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Security Agreement.
7.9 Severability. In case any provision in or obligation
under this Security Agreement or the Obligations shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.
7.10 Counterparts. This Security Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Security
Agreement by signing any such counterpart.
7.11 Trustee Capacity. In acting as Collateral Agent
hereunder, the Collateral Agent shall benefit from and be entitled to all of the
protections and benefits of the terms set forth in Article Seven of the
Indenture.
-15-
7.12 Joint and Several Liability. Each of the Subsidiary
Guarantors, on the date hereof or hereafter becoming a party hereto, shall be
jointly and severally liable for the Obligations under the Subsidiary Guarantees
and under this Security Agreement.
7.13 Subsidiary Guarantors' Indenture Obligations Absolute.
The liability of each Subsidiary Guarantor under this Subsidiary Security
Agreement shall remain in full force and effect without regard to, and shall not
be released, suspended, discharged, terminated or otherwise affected by: any
change in the time, place or manner of payment of all or any of such Subsidiary
Guarantor's Obligations under the Indenture or the Notes, or in any other term
of the Indenture, the Notes, the Subsidiary Pledge Agreement or any Subsidiary
Guarantee, any waiver, indulgence, renewal, extension, amendment or modification
of or addition, consent or supplement to or deletion from or any other action or
inaction under or in respect of the Indenture, the Notes, the Subsidiary Pledge
Agreement or any Subsidiary Guarantee, or any assignment or transfer thereof;
any lack of validity or enforceability, in whole or in part, of the Indenture,
the Notes, the Subsidiary Pledge Agreement or any Subsidiary Guarantee; any
furnishing of any additional security for the Indenture Obligations or any
acceptance thereof or any release or nonperfection of any security interest in
property; any limitation on any party's liability or obligations under the
Indenture, the Notes, the Subsidiary Pledge Agreement or any Subsidiary
Guarantee; any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to any Subsidiary
Guarantor or any Person other than any Subsidiary Guarantor or any action taken
with respect to this Subsidiary Security Agreement by any trustee or receiver,
or by any court, in any such proceeding, whether or not such Subsidiary
Guarantor shall have notice or knowledge of any of the foregoing; or any
exchange, release or amendment or waiver of or consent to departure from any
other agreement pursuant to which a Lien is created in favor of the Collateral
Agent for the benefit of the Holder, pursuant to which a person other than a
Subsidiary Guarantor has granted a security interest.
7.14 Intercreditor Agreements. Notwithstanding any term
hereof to the contrary, the terms and conditions of this Subsidiary Security
Agreement are in all respects subject to, and all rights and remedies of the
parties hereunder shall be exercised only in accordance with, the terms,
conditions, benefits and protections contained in the New Intercreditor
Agreements.
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IN WITNESS WHEREOF, the parties hereto have caused this
Subsidiary Security Agreement to be duly executed and delivered as of the date
first above written.
DISCOVERY ZONE (CANADA) LIMITED
By: /s/ Scott W. Bernstein
-----------------------------------------------
Name: Scott W. Bernstein
Title: President and Chief Executive Officer
DISCOVERY ZONE (PUERTO RICO), INC.
By: /s/ Scott W. Bernstein
-----------------------------------------------
Name: Scott W. Bernstein
Title: President and Chief Executive Officer
DISCOVERY ZONE LICENSING, INC.
By: /s/ Scott W. Bernstein
-----------------------------------------------
Name: Scott W. Bernstein
Title: President and Chief Executive Officer
FIRSTAR BANK OF MINNESOTA, N.A.,
as Collateral Agent
By: /s/ Frank P. Leslie, III
-----------------------------------------------
Name: Frank P. Leslie, III
Title: Vice President
STATE OF NEW YORK )
)SS:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott Bernstein, to
me known, who being by me duly sworn, did depose and say that he is the
President and CEO of DISCOVERY ZONE (CANADA) LIMITED, the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
---------------------------------------------
Notary Public
STATE OF NEW YORK )
)SS:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott Bernstein, to
me known, who being by me duly sworn, did depose and say that he is the
President of DISCOVERY ZONE (PUERTO RICO), INC., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
---------------------------------------------
Notary Public
STATE OF NEW YORK )
)SS:
COUNTY OF NEW YORK )
On the 17th day of July, 1998 before me personally came Scott Bernstein, to
me known, who being by me duly sworn, did depose and say that he is the
President and CEO of DISCOVERY ZONE LICENSING, INC., the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said corporation.
/s/ Christine Dionne
---------------------------------------------
Notary Public
SCHEDULE 3.1
UCC FILINGS
A. DISCOVERY ZONE LICENSING, INC.
State Facilities Located Filing Office
Within the Jurisdiction
of the Filing Office
____________ _______________________ _________________________________
New York Corporate Office Secretary of State
UCC Division
41 State Street
2nd Floor
Albany, NY 12231
and
Westchester County Clerks Office
Attn: UCC Recorder
110 Dr. Martin Luther King Blvd
White Plains, NY 10601
Nevada State of Incorporation Secretary of State
UCC Division, Capitol Complex
Secretary of State's Office
Carson City, NV 89710
B. DISCOVERY ZONE (PUERTO RICO), INC.
Filing locations to be provided by Axtmayer, Adsuar, Muniz & Goyco, P.S.C.,
local counsel to Initial Purchaser.
C. DISCOVERY ZONE (CANADA) LIMITED
Filing locations provided by McCarthy Tetrault, local counsel to Initial
Purchaser.
Ontario
Alberta
Manitoba
SCHEDULE 3.3
LOCATION OF COLLATERAL
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LOCATION LANDLORD ADDRESS
CORPORATION NUMBERS AND ADDRESSES INFORMATION
----------- --------------------- -----------
Discovery Zone 110 East Broward Blvd. Blockbuster Entertainment
Licensing, Inc. Fort Lauderdale, FL 33301 Att: Michael Victorson
1201 Elm Street
Dallas, TX 75270
Discovery Zone 435 410-7 Power Contres Limited
(Canada) Limited Power Center c/o First Professional Mgmt., Inc.
150 W Dr. Unit 2A, Hwy 7 & 410 259 Yorkland Road, Ste. 300
Brampton, Ontario L6T4P9 N. York, Ontario M2J5B2
Discovery Zone 950 [SEE SCHEDULE 3.3A]
(Canada) Limited 360 Mayfield Common
Edmonton, Alberta T5P4K9
Discovery Zone 951 [SEE SCHEDULE 3.3A]
(Canada) Limited 3414 Calgary Trail South, #400
Edmonton, Alberta T6J6RS
Discovery Zone 952 Almahurst Holdings Limited
(Canada) Limited Superstore Mall c/o Effort Trust Company
4380 Wellington Road South 242 Main St., East
London, Ontario N6E2Z6 Hamilton, Ontario L8N1H5
Discovery Zone 953 65434 Manitoba Limited
(Canada) Limited 1320 Ellice Avenue, #3 477 Westwood Drive
Winnipeg, Manitoba R36OE9 Whinnipeg, Manitoba R3K1G5
Discovery Zone 901 [SEE SCHEDULE 3.3A]
(Puerto Rico), Inc. 506 Truncado Street
Hatillo, PR 00659
Discovery Zone 904 [SEE SCHEDULE 3.3A]
(Puerto Rico), Inc. Plaza Center II
Munoz Marin Ave & Hwy. 30
Caguas, PR 00725
Discovery Zone 905 [SEE SCHEDULE 3.3A]
(Puerto Rico), Inc. 9410 Los Romeros Avenue
San Juan, PR 00927
SCHEDULE 3.3A
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LANDLORD ADDRESS BOOK
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FC LANDLORD ADDRESS
-- -------- -------
201 WHITE OAK-VINCENT PLACE ASSOC. C/O PENCE FRIEDEL DEVELOPERS 1359 BEVERLY ROAD, SUITE 200
202 JOSEPH FAMIGHETTI, ESQ. C/O KELLUM REALTY CORP. ONE OLD COUNTRY ROAD, SUITE 400
204 NEW PLAN REALTY TRUST REAL ESTATE ADMINISTRATION 1120 AVENUE OF THE AMERICAS
208 TISANO REALTY, INC. 30 SWEET BRIAR COURT
210 NASSAU MALL ASSOCIATES C/O JEFFERY MANAGEMENT 7 PENN PLAZA, ROOM 618
213 SAUL SUBSIDIARY I LTD PRTNRSHP C/O WINDHAM MANAGEMENT COMPANY 8401 CONNECTICUT AVENUE
214 GENERAL ELECTRIC CAPITAL CORP. C/O KELLY & DUTCH 217 MONTGOMERY STREET
215 CORPORATE PROPERTY INVESTORS C/O ROCKAWAY TOWNSQUARE ROUTE 80 & MT. HOPE AVENUE
216 BENDERSON DEVELOPMENT COMPANY LEASE #46138 570 DELAWARE AVENUE
217 MIDSTATE HYE, L.P. C/O GABRALLIAN ASSOC. 95 ROUTE 17
219 HARVRICH ASSOCIATES /CO GOODRICH ASSOCIATES MANAGMENT 560 SYLVAN AVENUE
220 HILL MANAGEMENT SERVICES INC. 9640 DEERCO ROAD
222 PIKE PARK PLAZA C/O MARYLAND FINANCIAL INVESTORS 9475 DEERCO ROAD, SUITE 302
223 GREECE TOWNE MALL, L.P. 1265 SCOTTSVILLE ROAD
224 PREIT-RUBIN, INC., Agents for C/O HUDSON ASSOCIATES, L.P. ROUTE 440
225 KRT PROPERTY HOLDINGS, INC. C/O KRANZCO REALTY TRUST 128 FAYETTE STREET
226 HARTFORD CREEK ASSOCIATES DBA SOUTH HILLS MALL 1127 S. MANNHEIM ROAD, SUITE 212
227 PR NORTH DARTMOUTH MALL C/O NORTH DARTMOUTH MALL 200 SOUTH BEND
228 FEDERAL REALTY INVESTMENT TRUST DEPARTMENT 0930 112 C. PARK AVENUE
229 ALBERT D. PIZIO TRUST B C/O TORNATORE & CO., CPA's, P.C. 6075 E. MOLLOY ROAD
230 SOUTH FIELDS ASSOCIATES C/O GIBRALTAR MANAGEMENT COMPANY 150 WHITE PLAINS ROAD
231 HC ATLANTIC DEVELOPMENT LP C/O HC ATLANTIC DEVELOPMENT L.P. 393 TOTTEN POND ROAD
232 TYN LIMITED PARTNERSHIP C/O BOSTON DEVELOPMENT ASSOC. 32 SOUTHWEST PARK
233 THE REALTY ASSOCIATES FUND, III, L.P. C/O R. WEINER & ASSOCIATES 1330 BOYLSTON STREET, SUITE 212
234 DANCROSS ASSOCIATES, L.P. C/O WEINGARTEN PROPERTIES, INC. ONE WYNNWOOD ROAD, SUITE 200
235 PAD II ASSOCIATES LIMITED PARTNERSHIP C/O KONOVER PROPERTY MANAGEMENT 2410 ALBANY AVENUE
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FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
201 MCLEAN VA 22101 703 827-8300 ELISE KIPER
202 CARLE PLACE NY 11514 516 741-8141 JOSEPH FAMIGHETTI
204 NEW YORK NY 10036 212 869-3000 IRVING MARSHALL
208 STANFORD CT 06905 203 322-9047 WILLIAM TISSANO
210 NEW YORK NY 10001 212 563-6557 MAUREEN DAVIS
213 CHEVY CHASE MD 20815 301 986-6000 BARBARA FISHER
214 SYRACUSE NY 13090 315 422-3356 BILL DUTCH
215 ROCKAWAY NJ 07866 212 421-8200 JOHN ARCHER
216 BUFFALO NY 14202 716 886-0211 DON ROBINSON
217 PARAMUS NJ 07652 201 845-4100 GERI REYNOLDS
219 ENGLEWOOD CLIFF NJ 07632 201 816-9550 HOWARD GORDON
220 TIMONIUM MD 21014 410 666-2388 SCOTT SYNDEL
222 TIMONIUM MD 21093 410 337-2298 MAUREEN KNEALY
223 ROCHESTER NY 14624 716 464-9400 FRED LAPPLE
224 JERSEY CITY NJ 07304 201 432-0119 STEVE TRIVEDI
225 CONSHOHOCKEN PA 19428 610 941-9292 CHRISTINE HIRSCHBUHL
226 WESTCHESTER IL 60154 708 334-9242 DON BAKER
227 PHILADELPHIA PA 19102 508 999-4535 LARRY TRACKMAN
228 WILLOW GROVE PA 19090 215 657-8740 ED MCLAUGHIN
229 SYRACUSE NY 13211 315 433-1585 WILLIAM PIZZIO
230 TARRYTOWN NY 10591 914 631-6200 BARBARA QUIS
231 WALTHAM MA 02154 781 890-1380 BRUCE LEADER
232 WESTWOOD MA 02090 781 461-0660 ANN MORENO
233 CHESTNUT HILL MA 02167 617 232-8900 CHRISTINE ROCCO
234 WYNNWOOD PA 19606 610 896-9680 DUKE DAVIS
235 WEST HARTFORD CT 06515 860 233-8635 DAN CHAREST
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LANDLORD ADDRESS BOOK
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FC LANDLORD ADDRESS
-- -------- -------
236 MARTIN RAPPAPORT dba UNION EQUITY REALTY 110 CHARLOTTE PLACE
239 OFFICE MAX, INC. REAL ESTATE ADMINISTRATION 3605 WARRENSVILLE CENTER ROAD
242 TRIANGLE V II, L.P. C/O MARK PROPERTIES 1400 DOMINION TOWER
243 HILTON REALTY COMPANY OF PRINCETON C/O PRINCETON ARMS 194 NASSAU STREET
245 VAL-FORD REALTY, INC. 1557 BROADWAY
246 MIDDLE VILLAGE ASSOCIATES 1500 OLD NORTHERN BOULEVARD
247 PORT RICHMON ASSOCIATES C/O BRYANT ASSET MANAGEMENT 2900 WESTCHESTER AVENUE
248 DEER PARK ASSOCIATES C/O SEYMOUR PIENKNY 51 JOHN STREET
249 KINGS PLAZA SHOPPING CENTER AND MARINA 5100 KINGS PLAZA
254 BFG ASSOCIATES LEASE #46899 570 DELAWARE AVENUE
256 CARLE PLACE ANNEX CO. C/O BASSER-KAUFMAN 335 CENTRAL AVENUE
257 TURNPIKE REALTY TRUST C/O JOSEPH J. CARIGLIA, ESQUIRE 188 LINCOLN STREET
260 FASHION CENTER ASSOCIATES C/O KRAVCO COMPANY 234 MALL BOULEVARD
263 FAIRLESS HILLS S.C. ASSOCIATES 521 E. BALTIMORE PIKE
264 FG-85 ASSOCIATES LEASE #46122 570 DELAWARE AVENUE
266 PCM PLAZA COMPANY C/O PYRAMID MANAGEMENT COMPANY 4 CLINTON SQUARE
267 GORDY MANAGEMENT, INC. 105 N. DU PONT HIGHWAY
270 AMALGAMATED FINANCIAL GROUP, IX 1414 ATWOOD AVENUE
271 CENTURY INVESTMENT COMPANY 73 STATE STREET
273 KIMCO REALTY CORPORATION C/O KIMCO DEVELOPMENT 4979 OLD STREET
301 NAPEROG LIMITED PARTNERSHIP C/O BRAODCARE MANAGEMENT CO. 455 EAST ILLINOIS STREET, SUITE 570
303 MID AMERICA ASSET MANAGEMENT C/O WESTMONT VILLAGE/SIDCOR TWO-MID AMERICA PLAZA, SUITE
304 BMC REAL ESTATE ACQUISITIONS C/O BONNIE MANAGEMENT CORPORATION 3400 DUNDEE ROAD, SUITE 108
306 GILBERT AVENUE ASSOCIATES 2820 GILBERT AVENUE
308 ROSANA SQUARE C/O ROSANA SQUARE SHOPPING CENTER 909 TROOST
309 TRI-LAND PROPERTIES, INC. LEASE ID (015-Z-4-3850) ONE WESTBROOK CORPORATE STR., SUITE
520
310 CONTINENTAL SAWMILL, LTD. PTSHP C/O DEVELOPERS DIVERSIFIED REALTY 34555 CHAGRIN BOULEVARD
311 NEW RONSTONE, L.L.C. C/O CNM MANAGEMENT ASSOCIATES 950 E. PACES FERRY ROAD, SUITE 200
313 THE COMMONS AT WILLOWBROOK, INC. C/O TRAMMELL CROW COMPANY 1390 POST OAK BOULEVARD, SUITE 1800
315 NOLAND SOUTH DEVELOPMENT 911 MAIN STREET 720 COMMERCE TOWER
317 TECH ONE ASSOCIATES 200 MARSHALL DRIVE
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
236 ENGLEWOOD CLIFFS NJ 07632 201 567-6633 INGRID NAGY
239 SHAKER HEIGHTS OH 44122 216 921-6900 BRIAN J. BERN
242 NORFOLK VA 23610 973 538-7111 KATHERINE WIDMARK
243 PRINCETON NJ 08542 609 921-6060 MARIE PREISTOR
245 NEW YORK NY 10036 212 398-6388 DAVID COHEN
246 ROSLYN NY 11576 516 484-8800 MAX BRITTAN
247 PURCHASE NY 10577 914 701-4300 DENNIS BRAUCHLE
248 BABYLON NY 11703 516 557-6500 SEYMOUR PIENKY
249 BROOKLYN NY 11234 718 253-6844 DANIEL PASSARELLO
254 BUFFALO NY 14202 716 886-9487 AMANDA IANDUS
256 LAWRENCE NY 11559 516 569-3700 KEVIN MCCABE
257 WORCESTER MA 01605 508 791-2367 JOSPEH CARRIGILA, ESQ.
260 KING OF PRUSSIA PA 19406 610 768-6327 ANNA THOMAS
263 MEDIA PA 19063 610 627-0349 JERRY SODY
264 BUFFALO NY 14202 716 886-0211 STEVEN GOODMAN
266 SYRACUSE NY 13202 315 422-7000 GAYLE RENKERT
267 NEW CASTLE DE 19720 302 322-3723 RALPH GORDY
270 JOHNSON RI 02919 401 273-6800 HOLLIE WEIDELEL
271 SPRINGFIELD MA 01103 413 785-1981 ANDRE COHEN
273 TREVOSE PA 17402 717 394-0521 SUSAN MASONE
301 CHICAGO IL 60611 312 836-5400 PAUL DIWOSKIN
303 OAKBROOK IL 60181 630 954-7300 JOHN MARCONNET
304 NORTHBROOK IL 60062 847 714-0605 DAVID LASKY
306 CINCINNATI OH 45206 513 221-5600 TIMOTHY MACCONNELL
308 KANSAS CITY MO 64106 816 842-0766 ANOTHONY PRIVITERA, II
309 WESTCHESTER IL 60673 708 531-8210 JULIE DONAHUE
310 CHAGRIN FALLS OH 44022 440 247-9852 BOB SEAWRIGHT
311 ATLANTA GA 30326 770 869-2700 ANN CROWDER
313 HOUSTON TX 77056 713 875-4141 JANICE MEINZER
315 KANSAS CITY MO 64105 816 421-2963 CURTIS BLISS
317 CORAPOLIS PA 15108 412 264-8385 JAMES JARRETT
[Enlarge/Download Table]
LANDLORD ADDRESS BOOK
---------------------
FC LANDLORD ADDRESS
-- -------- -------
319 MANASAS PROMENADE L.P. C/O KRITI MANAGEMENT, INC. 345 EAST 37 STREET, SUITE 312
320 PACIFIC RETAIL TRUST C/O BANKERS TRUST COMPANY 10675 E. NORTH WEST HIGHWAY, SUITE 2630
321 SCOTT INVESTORS C/O WOLFF PROPERTIES 225 MERMEC AVENUE, SUITE 301
322 PRICE BAYBROOK, LIMITED C/O TRANSWESTERN PROPERTY COMPANY 2754 BINGLE
324 EXTON PLAZA ASSOCIATES C/O COM-DEL INTERNATIONAL LTD. 1 FRITCHIE PLACE
326 RANDALL BENDERSON 1993-1 TRUST C/O BENDERSON DEVELOPMENT 570 DELAWARE AVENUE
332 HARBOR MADISON SQUARE C/H LIMITED PARTNERSHIP 2555 SOUTH TELEGRAPH
335 ALLIED DISTRICT PROPERTIES, L.P. C/O KLAFF REALTY, L.P. 111 WEST JACKSON BOULEVARD
342 SOUTHERN CENTERS C/O ROGER MILLER 18679 SE FEDERAL HIGHWAY
345 SILVER SPRINGS, INC. C/O G.V. COMMERCIAL, LP. 901 N. VALLEY GREEN ROAD, SUITE 200
358 PERLIS CORPORATION C/O LAMAR J. PERLIS 622 EAST SIXTEENTH AVENUE
362 LEWIS HOMES MANAGEMENT CORPORATION C/O PROPERTY MANAGEMENT DEPARTM. 1156 NORTH MOUNTAIN AVENUE
403 S.L. NUSSBAUM REALTY COMPANY ONE COMMERCIAL PLACE 1000 NATIONSBANK CENTER
404 KIMCO REALTY CORPORATION TENANT # 692-5 3333 HYDE PARK ROAD
405 TALISMAN KNOXVILLE, L.L.C. 1500 SAN REMO AVE. STE. 185-A
406 RCP-1 C/O RICHARDSON CORP 701 GREEN VALLEY ROAD, SUITE 300
407 SEVENTH SKYLINE ASSOCIATES C/O CHARLES E. SMITH, MGMT INC. 2345 CRYSTAL DRIVE
408 K-MART CORP. INTERNATIONAL HEADQUARTERS 3100 WEST BIG BEAVER ROAD
409 VERDAE PROPERTIES, INC. C/O CAINE COMPANY 111 WILLIAMS STREET
410 MARX'S REALTY & IMPROVEMENT C/O MADISON MALL SHOPPING CTR 708 THIRD AVENUE, 15TH FLOOR
413 KONOVER MOBILE FESTIVAL CENTER C/O KONOVER & ASSOCIATES SOUTH, INC.7000 WEST PALMETTO ROAD, SUITE 405
415 GRABER INVESTMENTS C/O STANLEY GRABER 4646 POPLAR AVENUE, SUITE 245
416 MACERICH REAL ESTATE COMPANY C/O ANNAPOLIS MANAGEMENT CO. 170 JENNIFER ROAD, SUITE 330
417 MACERICH STONEWOOD C/O STONEWOOD CENTER MALL 251 STONEWOOD STREET
418 ECTC, LLC C/O ESSIX REALTY MANAGEMENT, INC. 3146 REDHILL AVENUE, SUITE 150
420 THE ORANGEFAIR COMPANY, L.L.C. C/O MIDLAND LOAN SERVICES, L.P. 433 NORTH CAMDEN DRIVE, SUITE 725
428 FALLBROOK MALL C/O GENERAL GROWTH PROPERTY MAN 110 NORTH WACKER DRIVE
430 BARNES & NOBLE, INC. 122 FIFTH AVENUE
431 HEITMAN PROPERTIES OF MICHIGAN LTD. C/O MILL CREEK DEVELOPMENT CENTER 3341 SOUTH LINDEN BOULEVARD
433 CORDOVA COMMONS C/O CNM ASSOCIATES 6301 WEST CYPRESS STREET, SUITE 202
435 410-7 POWER CONTRES LIMITED C/O FIRST PROFESSIONAL MGT., INC. 259 YORKLAND ROAD, SUITE 300
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
319 NEW YORK NY 10016 212 699-3530 DAVIDSON WILLIAMS
320 DALLAS TX 76238 214 696-9500 SANDI LANDRI
321 ST. LOUIS MO 63105 314 727-9800 STEPHAN WOLFF
322 HOUSTON TX 77055 213 937-8200 LINDA SALISBURY
324 VALLEY STREAM NY 11580 516 825-2663 ROGER A. WHYMAN
326 BUFFALO NY 14202 716 878-9487 STEVEN GOODMAN
332 BLOOMFIELD HILLS MI 48302 248 332-4444 BRUCE MEASOM
335 CHICAGO IL 60604 312 360-1234 RENEE EPSTEIN
342 TEQUESTA FLA 33469 561 743-0014 CHRISTOPHER AUSTIN
345 HENDERSON NV 89193 702 458-8855 NATALIE ALLRED
358 CORDELE GA 31015 912 276-1491 SUE DEES
362 UPLAND CA 91785 909 989-2332 SARA BOMBARDIER
403 NORFOLK VA 23510 757 627-8611 RICK JACOBSON/FAYE CLAYTON
404 NEW HYDE PARK NY 10042 516 869-9000 PAT CALLAN
405 CORAL GABLES FL 33146 305 662-9559 THOMAS SAWYER
406 GREENSBORO NC 27402 910 275-0911 BILL PHIPPS, CPM
407 ARLINGTON VA 22202 703 769-1121 JANICE PRICHET
408 TROY MI 48084 248 643-5128 JOAN PAPPAS
409 GREENVILLE SC 29602 864 250-2800 REX JONES
410 NEW YORK NY 10017 212 557-1400 ROBERT ALTSCHULER
413 BOCA RATON FL 33433 561 394-4224 JULIAN TRUSSELL
415 MEMPHIS TN 38117 901 682-2555 STANLEY GRABER
416 ANNAPOLIS MD 21401 410 224-3700 MELINDA BEDNARIK
417 DOWNEY CA 90241 562 861-9233 GLORIA ABRAMS
418 COSTA MESA CA 92626 714 540-5188 LINDA WEBBER
420 BEVERLY HILLS CA 90210 310 278-2036 ADEL RAPHAEL
428 CHICAGO IL 60606 818 340-5871 NICOLE KELLY/VINCE CINTRINO
430 NEW YORK NY 10011 212 633-3376 JEAN BOLLERMAN
431 FLINT MI 48507 810 732-4000 JULIE GINGELL
433 TAMPA FL 33607 813 281-8887 BILL PHILIPS
435 NORTH YORK ON M2J5B2 416 493-9112 EMILY DI-TRANI
[Enlarge/Download Table]
LANDLORD ADDRESS BOOK
---------------------
FC LANDLORD ADDRESS
-- -------- -------
436 CASUAL WEAR, INC. C/O JUST FOR FEET 3460 GALLERIA CIRCLE
437 PAINEWEBBER QUALIFIED PLAN C/O EDENS & AVANT 1901 MAIN STREET
438 FRENCH RIVIERA HEALTH SPA, INC. 3908 VETERANS BLVD
438 LATTER & BLUM PROPERTY MANAGEMENT, INC. 800 COMMON STREET, STE. 1000
439 PARKWAY VILLAGE SHOPPING CENTER C/O EDENS & AVANT FINANCING II, L.P.1901 MAIN STREET
442 RRC FL THREE, INC. C/O REGENCY RLTY/CARRIAGE GATE 24488 BRANDON BOULEVARD
443 JANAF ASSOCIATES LTD PARTNER. C/O BANKERS TRUST FOR NOMURA/JAN 5900 E. VIRGINIA BEACH BLVD., SUITE 100
450 TOWNLINE SQUARE, L.P. C/O THE MATTIACE COMPANY 1818 CRANE RIDGE DRIVE
451 PERRY S. ALTERMAN, TRUSTEE C/O CUMBERLAND REAL ESTATE 333 SANDY SPRINGS CIRCLE #227
452 SEYMOUR N. LOGAN ASSOCIATES C/O MARTIN FISHMAN 29 SOUTH LASALLE STREET, SUITE 705
453 LAKEWOOD MALL SHOPPING C/O LAKEWOOD MALL BUSINESS CTR. 500 LAKEWOOD CENTER MALL
454 COLONIAL PROPERTIES, INC. INTERSTATE PARK CENTER 2000 INTERSTATE PARK DRIVE, SUITE 103
455 FOURTEEN MILE & HAGGERTY C/O THE ROSIN COMPANY 1577 N. WOODWARD AVENUE, SUITE 240
456 STANLEY R. GUMBERG, TRUSTEE C/O J.J. GUMBERG COMPANY 1051 BRINTON ROAD
458 KIMCO REALTY CORPORATION C/O CONCORDIA LAFAYETTE, L.L.C. 3333 NEW HYDE PARK ROAD
461 CORONA HILLS MARKET PLACE C/O GATLIN DEVELOPMENT 12625 HIGH BLUFF DRIVE, SUITE 304
463 FAYETTEVILLE MORGANTON ASSOCIATES C/O JDN REALTY CORPORATION 359 EAST PACES FERRY ROAD, N.E.
465 KRAUSZ ENTERPRISES C/O KRAUSZ COMPANY 651 GATEWAY BOULEVARD, SUITE 101
474 HARRIET STONE C/O LAS TIENDAS SHOPPING CENTER 6566 RIDGE MANOR ROAD
475 SEATTLE FIRST NATIONAL BANK C/O NORTHWESTERN TRUST & INVEST 1201 THIRD AVENUE, 20TH FLOOR
477 WALDVOGEL, POE & CRONK 800 PROFESSIONAL ARTS BUILDING 30 W. FRANKLIN ROAD
478 FEDERAL REALTY INVESTMENT TRUST DEPT 0930 1626 JEFFERSON STREET
480 PLAZA WEST COVINA LLC C/O WESTFIELD CORPORATION, INC. 11601 WILSHIRE BOULEVARD, 12TH FLOOR
481 ANTELOPE VALLEY ZONE C/O JEROME WHITE 10801 NATIONAL BLVD., SUITE 600
501 MILTON BONIUK M.D. C/O MILA PROPERTIES 2416 GRESNER
502 INTERCITY INVESTMENT PROPERTY 4301 WESTSIDE DRIVE #100
504 6464 T-W ASSOCIATES, L.P. C/O WULFE MANAGEMENT SVCS., INC. 11 GREENWAY PLAZA, STE. #1700
506 TANDY CORPORATION C/O VIDEO CONCEPTS/MCDUFFS 300 W. 3RD STREET, STE. 4
511 PROPERTY TEXAS SC ONE CORP. C/O TRANSWESTERN PROPERTY CO. 100 EAST FIFTEENTH, SUITE 115
513 NCC-SAND HILL C/O NIKKO CAPITAL CORP 3961 MACARTHUR BLVD., STE 105
514 NORMANDY VILLAGE 1821 EAST HAMMER LANE, SUITE E
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
436 BIRMINGHAM AL 35244 205 408-3000 DORIS SEWELL
437 COLUMBIA SC 29202 803 779-4420 DUSTY RHODES
438 MATARIE LA 70001 504 454-5855 REYNOLD RICE
438 NEW ORLEANS LA 70112 504 544-7025 JEFF LAUFER
439 COLUMBIA SC 29202 803 779-4420 NATALIE WRIGHT
442 BRANDON FL 33509 904 356-7000 PAM T. ASHE
443 NORFOLK VA 23510 757 461-4954 SANDI MARAGONI
450 JACKSON MS 39216 601 982-1818 WAYNE PRICE/ANDREW MATTICE
451 ATLANTA GA 30328 404 252-0440 PERRY ALTERMAN
452 CHICAGO IL 60603 312 782-6008 MARTIN FISHERMAN
453 LAKEWOOD CA 90714 562 633-0437 SEAN THOMPSON
454 MONTGOMERY AL 36109 334 270-6727 HANK ESCAVAGE
455 BLOOMFIELD HILLS MI 48034 248 645-5400 ROBERT GALPERIN
456 PITTSBURGH PA 15221 412 244-4000 KIMBERLY A. BROWN
458 NEW HYDE PARK NY 11042 616 869-9000 TOM MEREDITH
461 SAN DIEGO CA 92130 619 793-2850 THOMAS SHERBONDY
463 ATLANTA GA 30305 704 376-0524 CONNIE CLUDERAY
465 SOUTH SAN CA 94083 415 871-5600 AMOS KRAUSZ
FRANCISCO
474 SAN DIEGO CA 92120 619 582-9574 HARRIET STONE
475 SEATTLE WA 98101 206 442-6403 MARY ANN KELEHER
477 ROANOKE VA 24011 540 982-2444 SHERRY LAWRENCE
478 ROCKVILLE MD 20852 301 998-8100 PAT ARNONE
480 LOS ANGELES CA 90064 818 960-1881 GENERAL COUNSEL
481 LOS ANGELES CA 90064 310 474-9534 JEROME WHITE
501 HOUSTON TX 77080 713 984-8300 BENJAMIN HERSHORN
502 DALLAS TX 75209 214 520-2565 SUSAN NEWPORT
504 HOUSTON TX 77046 713 621-1700 TARYN OLIVER
506 FORT WORTH TX 76102 817 390-3818 LEASE ADMINISTRATION
511 FORT WORTH TX 76102 817 877-4044 ANGELIQUE GUELLO
513 NEWPORT BEACH CA 92660 714 852-0651 LEONARD LEPERA
514 STOCKTON CA 95210 209 474-0991 ALAN BAILEY
[Enlarge/Download Table]
LANDLORD ADDRESS BOOK
---------------------
FC LANDLORD ADDRESS
-- -------- -------
516 DAYJAY ASSOCIATES C/O GENERAL GROWTH PROPERTIES, INC. 110 NORTH WACKER DRIVE
517 SOLLCO, L.L.C. C/O SANDITEN INVESTMENTS, LTD. 3314 EAST 51 STREET, SUITE 207K
518 CITADEL CROSSING ASSOCIATES C/O THE SUMMIT COMMERCIAL GROUP 101 NORTH CASCADE AVE., SUITE 410
521 MCNEIL REAL ESTATE MGMT., INC. SOUTH POINTE SHOPPING CENTER 26 WEST DRY CREEK CIRCLE #150
522 K-GAM BROADWAY WILMOT, L.L.C. C/O KIVEL REALTY INVESTMENTS 6061 EAST BROADWAY, SUITE 130
523 NAOMI BUJULIAN C/O JOAN KEVORKIAN 6179 N. PALM AVENUE
524 FRANKLIN TOWNE PLAZA II C/O HAWKINS SMITH MANAGEMENT, CO. 8645 W. FRANKLIN ROAD
525 RANDALL'S PASADENA C/O TRANSWESTERN PROPERTY COMPANY 6671 SOUTHWEST FREEWAY, SUITE 200
526 COMMONWEALTH EQUITY TRUST C/O PEREGRINE REAL ESTATE 1300 ETHAN WAY, SUITE 200
527 BEVERLY & HENRY ROWEN C/O LIBERTY PROPERTY MANAGEMENT 1230 E. ORANGEBURG AVENUE, SUITE C
532 FAR NORTH SHOPPING CENTER C/O LEWINGER HAMILTON, INC. 2340 MANAUL NE SUITE 200
541 EQUITY DEVELOPMENT CORPORATION P.O. BOX 519 519 GIBSON STREET
542 CROSSROADS SOUTH SHOPPING CENTER C/O ALLEN GANN ONE HORTH HUDSON, SUITE 140
544 9801 GB ASSOCIATES, L.L.C. C/O STEINER EQUITIES GROUP, L.L.C. 75 EISENHOWER PARKWAY
546 DT LAND GROUP, INC. C/O TRIANGLE II PARTNER, LTD. 9901 CAPITAL OF TEXAS HIGHWAY N. #230
547 WAIKELE PREMIUM OUTLETS C/O CHELSEA GCA REALTY PARTNERSHIP 103 EISENHOWER PARKWAY
549 BOYER PLAZA 5400 ASSOCIATES C/O THE BOYER COMPANY 127 SOUTH 500 EAST, SUITE 100
552 TANDY CORPORATION C/O VIDEO CONCEPTS/MCDUFFS 300 W. 3RD STREET, STE. 4
553 ROANS PRARIE DEVELOPMENT CORP. C/O FERTITTA REALTY P.O. BOX 12400
554 MTV REAL ESTATE L.P. C/O ROBERT MOORE 3600 WEST MAIN STREET, STE. 150
555 WAL-MART STORES, INC. LEASE #17848-608 2001 SOUTHEAST 10TH STREET
556 BROOKHILL III LTD LIABILITY CO. C/O SULLIVAN HAYES 1001 LINCOLN STREET, SUITE 100
559 K.V. ASSOCIATES C/O SC MANAGEMENT COMPANY 2189 F.M. 1960 WEST, SUITE 227
560 SUNSET-RENEE PROPERTIES C/O JOSEPH R. FOX 2265 McGILCRIST STREET, SUITE 200
561 MCCARTHY RANCH MANAGEMENT ACCT C/O HUNTER PROPERTY 20725 VALLEY GREEN DR. #100
563 PACIFIC RETAIL TRUST C/O WOODSIDE CENTRAL PLAZA 10675 E. NORTHWEST HIGHWAY, SUITE 2630
565 GATEWAY MALL C/O GENERAL GROWTH MANAGEMENT 110 NORTH WACKER DRIVE
566 STERIK COMPANY C/O AUBURNDALE PROPERTIES, INC. 372 WASHINGTON STREET
571 THE CAFARO NORTHWEST PRTNRSHP C/O VANCOUVER PLAZA 2445 BELMONT AVENUE
716 D & S REALTY COMPANY 8255 EAST WASHINGTON STREET
720 R.D. MERRILLVILLE ASSOC., L.P. C/O ACADIA MANAGEMENT, LLC 805 THIRD AVENUE, 9TH FLOOR
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
516 CHICAGO IL 60606 405 755-6530 KELLY HASSEL
517 TULSA OK 74135 918 742-2471 SAM STEEL
518 COLORADO SPRINGS CO 80903 719 520-1000 CINDY ROSE
521 LITTLETON CO 80120 303 798-9710 KEN MAUGHAN
522 TUCSON AZ 85711 520 747-7576 JULIE NILES
523 FRESNO CA 93704 209 439-8130 JOAN KEVORKIAN
524 BOISE ID 83709 208 376-8521 PEGGY MOYER
525 HOUSTON TX 77074 713 270-3346 KATHY QUINN
526 SACRAMENTO CA 95825 916 929-8244 YVETTE DEGUERO
527 MODESTO CA 95350 209 576-0934 REGINA LIPSCOMB
532 ALBUQUERQUE NM 87107 505 884-8900 BRETT CAMPBELL
541 SEAGOVILLE TX 75159 972 287-2570 DEBBIE SMITH
542 OKLAHOMA CITY OK 73102 405 843-7474 ALLEN GANN
544 ROSELAND NJ 07068 201 228-5800 ELEASTER L. SMILEY
546 AUSTIN TX 78766 512 338-4755 DIANNE SWEENEY
547 ROSELAND NJ 07068 973 403-3169 BARBARA VASLEINKO
549 SALT LAKE CITY UT 84102 801 521-4781 MARC CALL
552 FORT WORTH TX 76102 817 390-3818 RENT ACCONTING
553 BEAUMONT TX 77726 409 839-4428 MARK FERTITTA
554 NORMAN OK 73072 405 329-2252 GAIL GOMEZ
555 BENTONVILLE AR 27212 501 204-0203 SANFORD SMITH
556 DENVER CO 80203 303 534-0900 BRENDA JOHNSON
559 HOUSTON TX 77090 281 537-9066 BILL MEHERNS
560 SALEM OR 97302 603 581-8900 ROSE DOHENY
561 CUPERTINO CA 95014 408 255-4100 CATHERINE PERRINO
563 DALLAS TX 75238 510 935-5900 JENNY STACK
565 CHICAGO IL 60606 541 747-6294 ROBERT BUCHANAN
566 WELLESLEY MA 02181 781 431-2600 CHRISTINE FELIX
571 YOUNGSTOWN OH 44504 330 747-2661 ROGER GUGUCELLO
716 CHAGRIN FALLS OH 44023 216 543-2700 DON SCHNEDIER
720 NEW YORK NY 10022 212 421-8830 JOSEPH NAPOLITANO
[Enlarge/Download Table]
LANDLORD ADDRESS BOOK
---------------------
FC LANDLORD ADDRESS
-- -------- -------
725 NOUR MANAGEMENT CO. 4269 PEARL RD., SUITE 401
731 CROSSROADS SQUARE SHOPPING CTR C/O LAT PURSER FLORIDA 6230-7 ST. AGUSTINE ROAD
732 PHOENIX HOME LIFE MUTUAL INS. C/O GRUBB & ELLIS MANAGEMENT SRVC 1350 EUCLID AVENUE, SUITE 300
733 UNIVERSITY PARK, A JOINT VENTURE C/O COLONIAL PROPERTIES 130 UNIVERSITY PARK DRIVE, SUITE 125
734 SHOPPING CENTER EQUITIES, INC. C/O SLEISMAN ENTERPRISES, INC. 4347-10 UNIVERSITY BLVD SOUTH
736 BRADLEY FINANCING LTD. PARTNERSIHP C/O BANK OF AMERICA 5852 CRAWFORDSVILLE ROAD
738 AEGON USA REALTY MANAGEMENT 4333 EDGEWOOD ROAD NE
739 VULCAN PROPERTIES C/O UNITED PROPERTIES (YORK) 3500 WEST 80TH STREET
740 HASAM REALTY LIMITED, d/b/a DIPLOMATT C/O TERRANOVA CORPORATION 1200 BRICKELL AVENUE, SUITE 1500
MALL
745 TAYLORHURST ASSOCIATES C/O HAGAN PROPERTIES 11901 BRINLEY AVE., SUITE 100
746 DUKE REALTY L.P. C/O DUKE REALTY INVESTMENT, INC. 8888 KEYSTONE CROSSING, SUITE 1200
750 STOLTZ MGMT. OF DELAWARE, INC. AGENT FOR LSOF CYNWYD, L.P. 725 CONSCHOHOKEN STATE ROAD
751 DEVELOPERS DIVERSIFIED FINANCIAL C/O THE HERITAGE 34555 CHAGRIN BLVD.
COMPANY
753 CAPITOL LAND COMPANY P.O. BOX 419121 11850 STUDT
754 BRADLEY REAL ESTATE, INC. C/O GRANDVIEW PLAZA 62 GRANDVIEW PLAZA
755 DIM PINES LIMITED C/O DANEBELT GROUP, INC. 1650 S.E. 17TH ST., SUITE 310
759 SIMON PROPERTY (ILLINOIS L.P.) C/O SIMON DEBARTOLO GROUP 115 WEST WASHINGTON STREET
760 FLYNN & ZINKAN REALTY COMPANY INDIANA GENERAL PARTNERSHIP 36 S PENNSYLVANIA SUITE 750
761 COLUMBUS JOINT VENTURE C/O SIMON DEBARTOLO GROUP 115 WEST WASHINGTON STREET
763 MADISON PLAZA LTD. PARTNERSHIP C/O BRADLEY REAL ESTATE, INC. 10910 N. PORT RICHMOND ROAD
764 APPLETON SHOPS LIMITED C/O CHASE PROPERTIES 25825 SCIENCE PARK DRIVE, SUITE 355
769 1995 BATTLEFIELD PLAZA L.P. C/O GUARDIAN INVESTORS, INC. 8023 E. 63RD PLACE, SUITE 730
771 NATIONAL AMUSEMENTS, INC. 200 ELM STREET
779 NEW PLAN REALTY TRUST 1120 AVENUE OF THE AMERICAS
780 RMS INVESTMENT CORPORATION C/O PROPERTY MANAGEMENT 1650 TERMINAL TOWER, 50 PUBLIC SQUARE
785 MARKLAND PLAZA C/O SIMON PROPERTY GROUP 115 WEST WASHINGTON STREET
787 BRADLEY FINANCING LTD. PRTNRSHP SHERIDAN VILLAGE SHOPPING CNTR 7630 N. BARRINGTON ROAD
788 MONROEVILLE MALL C/O TURNBERRY ASSOCIATES 1972 SOUTH UNIVERSITY DRIVE
792 SCHONINGER SHOPPING CENTERS LIMITED 3225 AVIATION AVENUE, SUITE 700
795 WILC/ASHWAUBENON LTD., PRTNRSHP C/O MLG MANAGEMENT LLC 13400 BISHOPS LANE, SUITE 100
796 SCHOTTENSTEIN MANAGEMENT CO. 1798 FREBIS AVENUE
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
725 CLEVELAND OH 44109 216 398-4632 GEORGE GADD
731 JACKSONVILLE FL 32217 904 268-9772 THERESA GRASSOFF
732 CLEVELAND OH 44115 216 623-4060 KAREN LEHNECKER
733 WINTER PARK FL 32792 407 677-1112 DIANNE HUGHES
734 JACKSONVILLE FL 32216 904 731-8806 TRACIA LUTEN
736 SPEEDWAY IN 46224 317 243-8219 TOM WELLMAN
738 CEDAR RAPIDS IA 52499 319 398-8559 JEFF BOHR
739 MINNEAPOLIS MN 55431 612 893-7537 NANCY MILLER
740 MIAMI FL 33131 305 754-7540 MAYRA GOZMAN
745 LOUISVILLE KY 40243 502 245-8800 DON EHLERS
746 INDIANAPOLIS IN 46266 317 846-4700 SCOTT S. LACY
750 BALA CYNWDY PA 19004 610 667-5800 MICHEAL MOSS
751 CHARAGRIN FALLS OH 44022 216 247-4700 BILL READ
753 ST. LOUIS MO 63141 314 991-8900 ROSE WAGSTAFF
754 FLORRISANT MO 63033 888 790-4177 RON A. CANTES
755 FORT LAUDERDALE FL 33316 954 467-6543 BRIAN MARK
759 INDIANAPOLIS IN 46204 317 263-2289 CINDY PARISH
760 INDIANAPOLIS IN 46204 317 634-6002 KELLY FLYNN
761 INDIANAPOLIS IN 46204 317 263-2283 PATTY HOLDER
763 MEQUON WI 53092 608 251-6400 WILLIAM R. READ
764 BEACHWOOD OH 44122 216 464-6626 REGINA SEIGAL
769 TULSA OK 74133 918 254-8116 MARTHA BRIGHT
771 DEAHAM MA 02026 781 461-1600 TARYN WARREN
779 NEW YORK NY 10036 212 869-3000 IRVING MARSHALL
780 CLEVELAND OH 44113 216 621-6060 BARBARA TACKES
785 INDIANAPOLIS IN 46204 317 263-2289 CINDY ROSE
787 HANOVER PARK IL 60103 630 736-7200 NANCY L. ROYCE
788 DAVIE FL 33324 954 423-2734 SOL BANKOLE
792 COCONUT GROVE FL 33133 305 860-8558 RITA SIVARO
795 BROOKFIELD WI 53005 414 797-9400 GARY G. KNOWSKI
796 COLUMBUS OH 43206 614 445-8461 RUTH GROSS
[Enlarge/Download Table]
LANDLORD ADDRESS BOOK
---------------------
FC LANDLORD ADDRESS
-- -------- -------
797 DEVELOPERS DIVERSIFIED FINANCIAL C/O THE HERITAGE 34556 CHAGRIN BLVD.
COMPANY
801 GSG PROPERTIES LLC C/O HARRY S. SHAFFER 401 S. LAFAYETTE BOULEVARD
802 SPI XI, L.P. C/O JAMESTOWN MANAGEMENT CORP 2727 PACES FERRY RD., BLDG 2, SUITE 1600
803 CRESKE CORPORATION CEDAR CREEK FACTORY STORES 10101 MARKET STREET, SUITE 840
804 MARRERO LAND & IMPROVEMENT ASSOCIATION 5201 WESTBANK EXPRESSWAY
811 MONTGOMERY PLAZA C/O TRAMMELL CROW COMPANY 4575 SAN MATEO BOULEVARD NE SUITE I
812 JEHA FAMILY TRUST 318 DIABLO RD, SUITE 250
901 H T VENTURES, S.E. WOODLAKE PROFESSIONAL CENTER 3900 WOODLAKE BLVD., SUITE 307
904 FW CAGUAS RETAIL JOINT VENTURE C/O RD MANAGEMENT CORP. 810 SEVENTH AVENUE, 28TH FLOOR
905 VORNADO MONEHIEDRAS ACQUISITIONS, L.P.C/O VORNADO REALTY TRUST 66 LONG WHARF
950 GREAT PACIFIC INDUSTRIES, INC. C/O OVERWAITEA FOOD GROUP 19890 92A AVENUE
951 ERNST & YOUNG INC. C/O GATEWAY PLAZA 10060 JASPER AVENUE
952 ALMAHURST HOLDINGS LIMITED C/O EFFORT TRUST COMPANY 242 MAIN STREET EAST
963 65434 MANITOBA LTD. 477 WESTWOOD DRIVE
71905 M. KAMENSTEIN, INC. 565 TAXTER ROAD, FIFTH FLOOR
71915 RAND INDUSTRIES REALTY NO. 101 L.P. 2240 S.W. 70 AVENUE, SUITE H
[Download Table]
FC CITY STATE ZIP PHONE CONTACT
-- ---- ----- --- ----- -------
797 CHARAGIN FALLS OH 44022 216 247-4700 BILL READ
801 SOUTH BEND IN 46634 219 237-4988 HARRY SHAFFER
802 ATLANTA GA 30339 770 805-1000 LISA THOMAS
803 MOSINEE WI 54455 715 359-3121 LARRY MCCUSKER
804 MARRERO LA 70022 504 341-1635 GARY GUIDRY
811 ALBUQUERQUE NM 87109 505 881-3100 LINDA REETZ
812 DANVILLE CA 94526 510 820-2110 RICHARD JEHA
901 LAKE WORTH FL 33463 561 963-8400 KEITH WILKELM
904 NEW YORK NY 10019 212 265-6600 RAFAEL DE GUZMAN
905 BOSTON MA 02110 617 726-1500 COLLEEN COTTER
950 LANGLEY BC V3A 4P8 604 888-8565 MICHEAL FONG
951 EDMONTON AB T5J 3R8 403 441-4680 SHAWNA BIRCH
952 HAMILTON ON L8N 1H5 905 528-8956 LIZ ODDI
963 WINNIPEG MB R3K 1G5 204 786-5981 MICHEAL BEWZA
71905 ELMSFORD NY 10523 914 785-8019 BOB GALANTE
71915 DAVIE FL 33317 954 370-3317 KATHY COOK
7
Dates Referenced Herein and Documents Incorporated by Reference
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