Filed On 1/21/98 ˇ SEC File 333-15411 ˇ Accession Number 916641-98-41
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
1/21/98 CNL Restaurant Properties Inc 424B3 1:214 916641
Document/Exhibit Description Pages Size
1: 424B3 Cnl American Properties Fund, Inc. 424B3 214 1,015K
FILED PURSUANT TO RULE 424B3
FILE NUMBER 333-15411
CNL AMERICAN PROPERTIES FUND, INC.
Supplement No. 3, dated January 21, 1998
to Prospectus, dated April 18, 1997
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated April 18, 1997. This Supplement replaces all prior Supplements
to the Prospectus. Capitalized terms used in this Supplement have the same
meaning as in the Prospectus unless otherwise stated herein.
Information as to proposed properties for which the Company has
received initial commitments and as to the number and types of Properties
acquired by the Company is presented as of December 31, 1997, and all references
to commitments or Property acquisitions should be read in that context. Proposed
properties for which the Company receives initial commitments, as well as
property acquisitions that occur after December 31, 1997, will be reported in a
subsequent Supplement.
THE OFFERING
As of the completion of its Initial Offering, the Company had received
subscription proceeds of $150,591,765 (15,059,177 shares), including $591,765
(59,177 shares) issued pursuant to the Reinvestment Plan and after deduction of
selling commissions, marketing support and due diligence expense reimbursement
fees and offering expenses, net proceeds to the Company from its Initial
Offering totalled approximately $134,000,000. Following the completion of its
Initial Offering on February 6, 1997, the Company commenced this offering of up
to 27,500,000 Shares. As of December 31, 1997, the Company had received
subscription proceeds of $211,173,099 (21,117,310 Shares), including $1,872,648
(187,265 Shares) issued pursuant to the Reinvestment Plan, from 9,214
stockholders in connection with this offering. Net Offering Proceeds to the
Company after deduction of Selling Commissions, marketing support and due
diligence expense reimbursement fees and Offering Expenses totalled
approximately $190,868,000. As of December 31, 1997, the Company had invested or
committed for investment approximately $274,720,000 of aggregate net proceeds
from the Initial Offering and this offering in 244 Properties, in providing
mortgage financing to the tenants of the 44 Properties consisting of land only
to purchase the buildings on these Properties and the buildings on two
additional properties through Mortgage Loans, and in paying acquisition fees and
certain acquisition expenses, leaving approximately $50,192,000 in Net Offering
Proceeds available for investment in Properties and Mortgage Loans. As of
December 31, 1997, $9,502,789 of the Net Offering Proceeds from this offering
had been incurred as Acquisition Fees to the Advisor.
SUBSEQUENT OFFERING
On October 10, 1997, the Company filed a registration statement with
the Securities and Exchange Commission in connection with the proposed sale by
the Company of up to 34,500,000 shares of common stock in a public offering (the
"Subsequent Offering") . Of the 34,500,000 shares of common stock to be offered,
2,000,000 will be available only to stockholders purchasing through the
Reinvestment Plan. The price per share and the other terms of the Subsequent
Offering, including the percentage of gross proceeds payable to the Managing
Dealer for selling commissions and expenses in connection with the offering,
payable to the Advisor for acquisition fees and acquisition expenses and
reimbursable to the Advisor for offering expenses, will be the same as those for
this offering. Net proceeds from the Subsequent Offering will be invested in
additional Properties and Mortgage Loans.
BUSINESS
GENERAL
The Company acquires Properties which are leased on a long-term
(generally, 15 to 20 years, plus renewal options for an additional 10 to 20
years), "triple-net" basis. With proceeds of this offering, the Company intends
to purchase fast-food, family-style, and casual dining restaurant Properties.
"Triple-net" means that the tenant will be responsible for repairs, maintenance,
property taxes, utilities and insurance. The Properties may consist of land and
building, the land underlying the restaurant building with the building owned by
the tenant or a third party, and the building only with the land owned by a
third party. The Company also provides Mortgage Loans for the purchase of
buildings, generally by tenants that lease the underlying land from the Company.
To a lesser extent, the Company offers Equipment financing to operators of
Restaurant Chains pursuant to which the Company will finance, through direct
financing leases or loans, the Equipment (collectively, the "Secured Equipment
Leases.")
As of December 31, 1997, the Company owned 244 Properties. It is
anticipated that the Company will acquire a total of 400 to 450 Properties if
the maximum number of Shares is sold in this offering (including 260 to 300
Properties to be acquired with the proceeds of this offering).
The Properties, which typically are freestanding and are located across
the United States, are leased to operators of the Restaurant Chains selected by
the Advisor and approved by the Board of Directors. Each Property acquisition
and Mortgage Loan commitment by the Company is subject to the approval of the
Board of Directors. Properties purchased by the Company are leased under
arrangements requiring base annual rent equal to a specified percentage of the
Company's cost of purchasing a particular Property, with automatic rent
increases, and/or percentage rent based on gross sales. See "Description of
Leases -- Computation of Lease Payments," in the Prospectus.
The Company invests in Properties of selected Restaurant Chains that
are national and regional restaurant chains, primarily fast-food, family-style,
and casual dining chains. Fast-food restaurants feature quality food and quick
service, which often includes drive-through service, and offer a variety of menu
items such as hamburgers, steaks, seafood, chili, pizza, pasta dishes, chicken,
hot and cold sandwiches, and salads. Family-style restaurants feature services
that generally are associated with full-service restaurants, such as full table
service and cooked-to-order food, but at more moderate prices. The casual dining
(or dinner house) concept features a variety of popular contemporary foods, full
table service, moderate prices, and surroundings that are appealing to families.
The casual dining segment of the restaurant industry, like the family-style
segment, features services that generally are associated with the full-service
restaurant category. According to forecasts appearing in the January 1, 1997
issue of Restaurants and Institutions, it is projected that the casual dining
segment of full-service restaurants sales will experience 3.8% real growth in
sales this year, with sales predicted to reach $49 billion. The top 15 casual
dining chains by sales have a total of 2,977 restaurants throughout the United
States.
The restaurant industry is one of the largest industries in the United
States in volume of sales and number of employees (more than 9 million persons)
and includes fast-food outlets, cafeterias, lunchrooms, convenience stores,
family-style restaurants, casual dining facilities, full-service restaurants,
and contract and industrial feeders. By the year 2000, food service sales are
expected to exceed $392 billion. Industry publications project that restaurant
industry sales will increase from $173.7 billion in 1985 to $335.3 billion in
1998. Restaurant industry sales for 1997 are projected to be $321.3 billion.
Nominal growth, which is comprised of real growth and inflationary growth, is
estimated to be 4.7% in 1998. Real growth of the restaurant industry in 1997 was
1.7%, and industry analysts currently estimate that the restaurant industry will
achieve 1.8% real growth in 1998; however, according to the National Restaurant
Association, fast-food restaurants should outpace the industry average for real
growth, with a projected 2.1% increase over 1997. Sales in this segment of the
restaurant industry are projected to be $105.7 billion for 1998.
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The Company invests in the fast-food, family-style, and casual dining
segments of the restaurant industry, the most rapidly growing segments in recent
years. According to the National Restaurant Association, 51% of adults eat at a
quick-service restaurant and 42% of adults patronize a moderately-priced family
restaurant at least once each week. In addition, the National Restaurant
Association indicates that Americans spend approximately 43 cents of every food
dollar on dining away from home. Surveys published in Restaurant Business
indicate that families with children choose quick-service restaurants four out
of every five times they dine out. Additionally, according to The Wall Street
Journal (May 11, 1992), the average American spends $19,791 on fast-food in a
lifetime. Further, according to Nation's Restaurant News, the 100 largest
restaurant chains posted an average of 4.59% growth in their systemwide sales
figures for 1996. Casual-theme dining concepts are the chains showing the
strongest growth. In 1996, the family-style segment experienced sales growth of
3.61% over 1995 figures, and, the casual dining segment experienced systemwide
sales growth in 1996 of 12.37%, compared to 12.99% in 1995. Management believes
that the Company will have the opportunity to participate in this growth through
the ownership of Properties leased to operators of the Restaurant Chains.
The fast-food, family-style and casual dining segments of the
restaurant industry have demonstrated their ability to adapt to changes in
consumer preferences, such as health and dietary issues, decreases in the
disposable income of consumers and environmental awareness, through various
innovative techniques, including special value pricing and promotions, increased
advertising, menu changes featuring low-calorie, low-cholesterol menu items, and
new packaging and energy conservation techniques.
The table set forth below provides information with respect to certain
Restaurant Chains in which the Company and Affiliates of the Company (consisting
of a listed public REIT, 18 public partnerships and 8 private partnerships) have
invested, as of September 30, 1997:
AGGREGATE
DOLLARS INVESTED BY PERCENTAGE OF NUMBER OF
NAME COMPANY AFFILIATES DOLLARS INVESTED PRIOR PROGRAMS
GOLDEN CORRAL $150,613,000 16.6% 26
BURGER KING 105,659,000 11.7% 25
JACK IN THE BOX 94,041,000 10.4% 15
DENNY'S 91,365,000 10.1% 20
HARDEE'S 58,599,000 6.5% 13
BOSTON MARKET 51,351,000 5.7% 8
SHONEY'S 37,240,000 4.1% 13
IHOP 34,165,000 3.8% 6
LONG JOHN SILVER'S 32,029,000 3.5% 6
TGI FRIDAY'S 30,228,000 3.3% 9
WENDY'S 30,011,000 3.3% 16
DARRYL'S 22,296,000 2.5% 4
CHECKERS 21,263,000 2.3% 7
PERKINS 16,311,000 1.8% 9
PIZZA HUT 15,578,000 1.7% 8
KFC 14,436,000 1.6% 11
BLACK-EYED PEA 10,602,000 1.2% 4
POPEYES 10,589,000 1.2% 9
ARBY'S 10,493,000 1.2% 6
TACO BELL 7,435,000 0.8% 8
TUMBLEWEED SOUTHWEST
MESQUITE GRILL & BAR 6,402,000 0.7% 1
HOULIHAN'S 4,741,000 0.5% 1
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COMPLETED INVESTMENTS
As of December 31, 1997, the Company had invested or committed for
investment approximately $274,720,000 of the aggregate net proceeds from the
Initial Offering and this offering in 244 Properties (179 Properties which
consist of land and building, 44 Properties which consist of land only and 21
Properties which consist of building only), in Mortgage Loans to the tenants of
the 44 Properties consisting of land only and two additional properties and to
pay related Acquisition Fees and Acquisition Expenses. See "Certain
Transactions." All of the Properties are owned directly by the Company, except
for one Property which is owned through a joint venture arrangement. All of the
Properties were acquired since the Company commenced operations on June 1, 1995
and have leases expiring from 9 to 25 years after the date on which each lease
commenced.
The following tables set forth information for the Properties owned by
the Company as of December 31, 1997, including the number of Properties by
Restaurant Chain and the number of Properties by state.
RESTAURANT NUMBER OF PROPERTIES
---------- --------------------
Applebee's 2
Arby's 8
Bennigan's 1
Black-eyed Pea 18
Boston Market 32
Burger King 9
Charley's Place 2
Chevy's Fresh Mex 4
`Darryl's 15
Denny's 4
Einstein Bros. Bagels 2
Golden Corral 28
Ground Round 13
Houlihan's 3
IHOP 8
Jack in the Box 29
Kenny Rogers Roasters 1
KFC 1
Mr. Fable's 1
On The Border 1
Pizza Hut 44
Popeyes 1
Ruby Tuesday's 1
Ruth's Chris Steakhouse 1
Ryan's Family Steak House 1
Shoney's 3
T.G.I. Friday's 1
Tumbleweed Southwest Mesquite Grill & Bar 5
Wendy's 5
---
Total 244
===
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STATE NUMBER OF PROPERTIES
----- --------------------
Alabama 5
Arizona 8
California 22
Colorado 5
Connecticut 1
Delaware 1
Florida 13
Georgia 2
Idaho 1
Illinois 5
Indiana 5
Iowa 4
Kansas 3
Kentucky 4
Maryland 7
Michigan 8
Minnesota 3
Missouri 7
Nebraska 1
Nevada 2
New Jersey 2
New Mexico 3
New York 1
North Carolina 9
Ohio 37
Oklahoma 5
Oregon 3
Pennsylvania 6
Tennessee 13
Texas 35
Utah 1
Virginia 8
Washington 2
West Virginia 10
Wisconsin 2
-----
Total 244
=====
PROPERTY ACQUISITIONS
Between April 3, 1997 and December 31, 1997, the Company acquired 119
Properties, including 104 Properties consisting of land and building, 14
Properties consisting of building only and one Property consisting of land only,
with the remaining net offering proceeds of the Initial Offering and the Net
Offering Proceeds of this offering. These Properties are six Arby's Properties
(one in each of Lexington, Greensboro, Greenville, Jonesville, Kernersville and
Kinston, North Carolina), 15 Boston Market Properties (one in each of Liberty,
Missouri; Indianapolis, Indiana; Vacaville, California; Lansing Michigan;
Newport News, Virginia; Hoover, Alabama; Arvada and Edgewater, Colorado; San
Antonio and Stafford, Texas; and Baltimore, Gambrills, Jessup, Riverdale, and
Waldorf, Maryland), 13 Black-eyed Pea Properties (one in each of Forestville,
Maryland; Wichita, Kansas; Scottsdale, Mesa and Tucson, Arizona; Dallas,
Houston, and Waco, Texas; two in Albuquerque, New Mexico; and three in Phoenix,
Arizona), 11 Jack in the Box Properties (one in each of Enumclaw, Washington;
Florissant, Missouri; Fresno, Woodland , West Sacramento, Folsom and Los
Angeles, California; and Bacliff, Corinth, Channelview, and Garland, Texas), two
Einstein Bros. Bagels Properties (one in each of Dearborn, Michigan, and
Springfield, Virginia), two Shoney's Properties (one in each of Guadalupe,
Arizona; and Las Vegas, Nevada), one Pizza Hut Property (in Dover, Ohio), 12
Golden Corral Properties (one in each of
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Corpus Christi, Texas; Liberty, Missouri; Mobile, Alabama; Olathe, Kansas;
Council Bluffs, Iowa; Enid, Duncan and Muskogee, Oklahoma; Fort Walton Beach and
Palatka, Florida; and two in Jacksonville, Florida), eight IHOP Properties (one
in each of Stockbridge, Georgia; Elk Grove, California; Loveland, Colorado;
Leesburg and Fairfax, Virginia; and Houston, Lake Jackson and Victoria, Texas),
one Popeyes Property (in Starke, Florida), one Ruth's Chris Steak House Property
(in Tampa, Florida), two Charley's Place Properties (one in each of King of
Prussia, Pennsylvania, and McLean, Virginia), 15 Darryl's Properties (one in
each of Evansville, Indiana; Louisville, Kentucky; Hampton, Virginia;
Winston-Salem, North Carolina; Huntsville, Mobile and Montgomery, Alabama;
Knoxville and Nashville, Tennessee; Orlando and Pensacola, Florida; and two in
each of Raleigh, North Carolina, and Richmond, Virginia), three Houlihan's
Properties (one in each of Bethel Park, Langhorne and Plymouth Meeting,
Pennsylvania), one KFC Property (in Putnam, Connecticut), five Tumbleweed
Southwest Mesquite Grill & Bar Properties (one in each of Lawrence, Kansas;
Cookeville, Hendersonville, Nashville and Murfreesboro, Tennessee), one Ruby
Tuesday's Property (in London, Kentucky) , one T.G.I. Friday's Property (in
Superstition Springs, Arizona), 13 Ground Round Properties (one in each of
Allentown and Reading, Pennsylvania; Colerain and Parma, Ohio; Dubuque and
Waterloo, Iowa; Janesville and Wauwatosa, Wisconsin; Gloucester and Ewing, New
Jersey; Crystal, Minnesota; Kalamazoo, Michigan; and Nanuet, New York), one On
The Border Property (in San Antonio, Texas), one Wendy's Property (in Westlake
Village, California), and four Chevy's Fresh Mex Properties (one in each of
Beaverton and Lake Oswego, Oregon; Arapahoe, Colorado; and Greenbelt, Maryland).
For information regarding the Properties acquired by the Company prior to April
3, 1997, see the Prospectus dated April 18, 1997.
The Jack in the Box Properties in Folsom and Los Angeles, California,
and Florissant, Missouri, were acquired from Affiliates of the Company. The
Affiliates had purchased and temporarily held title to these Properties in order
to facilitate their acquisition by the Company. The Properties were acquired by
the Company for an aggregate purchase price of approximately $3,674,000,
representing the cost of the Properties to the Affiliates (including carrying
costs).
In connection with the purchase of the six Arby's Properties, the 15
Boston Market Properties, the two Einstein Bros. Bagels Properties, the 11 Jack
in the Box Properties, the two Shoney's Properties, the 12 Golden Corral
Properties, the eight IHOP Properties, the Popeyes Property, the Ruth's Chris
Steak House Property, the two Charley's Place Properties, the 15 Darryl's
Properties, the three Houlihan's Properties, the KFC Property, the Ruby
Tuesday's Property, the T.G.I. Friday's Property, the 13 Ground Round
Properties, the Wendy's Property, the four Chevy's Fresh Mex Properties, the
Black-eyed Pea Property in Mesa, Arizona, and four of the Tumbleweed Southwest
Mesquite Grill & Bar Properties in Lawrence, Kansas; Cookeville, Nashville and
Murfreesboro, Tennessee, which are land and building, the Company, as lessor,
entered into long-term lease agreements with unaffiliated lessees. The general
terms of the lease agreements are described in the section of the Prospectus
entitled "Business - Description of Property Leases." For the Properties that
are to be constructed or renovated, the Company has entered into development and
indemnification and put agreements with the lessees. The general terms of these
agreements are described in the section of the Prospectus entitled "Business -
Site Selection and Acquisition of Properties - Construction and Renovation."
The purchase prices for the Shoney's Properties in Guadalupe, Arizona;
and Las Vegas, Nevada, and the T.G.I. Friday's Property in Superstition Springs,
Arizona, include development fees of $49,500, $73,191 and $17,500, respectively,
to an Affiliate of the Advisor for services provided in connection with the
development of the Properties. The Company considers development fees, to the
extent that they are paid to Affiliates, to be Acquisition Fees. Such
development fees must be approved by a majority of the Directors (including a
majority of the Independent Directors) not otherwise interested in such
transactions, subject to a determination that such transactions are fair and
reasonable to the Company and on terms and conditions not less favorable to the
Company than those available from unaffiliated third parties and not less
favorable than those available from the Advisor or its Affiliates in
transactions with unaffiliated third parties. See the sections of the Prospectus
entitled "Management Compensation" and "Business - Site Selection and
Acquisition of Properties."
In connection with the Black-eyed Pea Properties, one of which is
located in each of Scottsdale and Tucson, Arizona; and three of which are
located in Phoenix, Arizona, all of which are building only, the Company, as
lessor, entered into long-term lease agreements with unaffiliated lessees. The
general terms of the lease agreements are described in the section of the
Prospectus entitled "Business - Description of Property Leases." In connection
with
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the purchase of the Scottsdale Property, which is to be renovated, the Company
has entered into development and indemnification and put agreements with the
lessee. The general terms of these agreements are described in the section of
the Prospectus entitled "Business - Site Selection and Acquisition of Properties
- Construction and Renovation." In connection with these acquisitions, the
Company has also entered into landlord estoppel agreements with the landlords of
the land and collateral assignments of the ground leases with the lessees in
order to provide the Company with certain rights with respect to the land on
which the buildings are located.
In connection with the Tumbleweed Southwest Mesquite Grill & Bar
Property in Hendersonville, Tennessee, the On The Border Property in San
Antonio, Texas, and the Black-eyed Pea Properties, one of which is located in
each of Dallas, Houston, and Waco, Texas; Forestville, Maryland; and Wichita
Kansas; and two of which are located in Albuquerque, New Mexico; all of which
are building only, the Company, as lessor, entered into long-term lease
agreements with unaffiliated lessees. The general terms of the lease agreements
are described in the section of the Prospectus entitled "Business - Description
of Property Leases." In connection with the purchase of the Hendersonville
Property, which is to be renovated, and the San Antonio Property, which is to be
constructed, the Company has entered into development and indemnification and
put agreements with the lessees. The general terms of these agreements are
described in the section of the Prospectus entitled "Business - Site Selection
and Acquisition of Properties - Construction and Renovation." In connection with
these acquisitions, the Company has also entered into tri-party agreements with
the lessees and the owners of the land. The tri-party agreements provide that
the ground lessees are responsible for all obligations under the ground leases
and provide certain rights to the Company relating to the maintenance of its
interest in the buildings in the event of a default by the lessees under the
terms of the ground leases.
In connection with the Pizza Hut Property in Dover, Ohio, which is land
only, the Company acquired the land and is leasing this parcel to the lessee,
Castle Hill Holdings VII, L.L.C. ("Castle Hill"), along with eight Pizza Hut
Properties previously acquired, pursuant to a master lease agreement (the
"Master Lease Agreement"). Castle Hill has subleased the Pizza Hut Property in
Dover, Ohio, along with the eight Pizza Hut Properties previously acquired, to
one of its affiliates, Midland Food Services III, L.L.C., which is the operator
of the restaurants. The general terms of the Master Lease Agreement are similar
to those described in the section of the Prospectus entitled "Business -
Description of Property Leases." If the lessee does not exercise its option to
purchase the Properties upon termination of the Master Lease Agreement, the
sublessee and lessee will surrender possession of the Properties to the Company,
together with any improvements on such Properties. The lessee owns the buildings
located on the Pizza Hut Property in Dover, Ohio, along with the eight Pizza Hut
Properties previously acquired. In addition, the Company provided mortgage
financing of $4,200,000 to the lessee, pursuant to a Mortgage Loan evidenced by
a master mortgage note (the "Master Mortgage Note") which is collateralized by
the building improvements on the Pizza Hut Property in Dover, Ohio, the eight
Pizza Hut Properties previously acquired, and two additional Pizza Hut
Properties in Wintersville, Ohio, and Weirton, West Virginia, which will not be
owned by the Company, as described in the section of the Prospectus entitled
"Business - Property Acquisitions."
The following table sets forth the location of the 119 Properties,
including 104 Properties consisting of land and building, 14 Properties
consisting of building only and one Property consisting of land only, acquired
by the Company, from April 3, 1997 through December 31, 1997, a description of
the competition, and a summary of the principal terms of the acquisition and
lease of each Property.
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PROPERTY ACQUISITIONS
From April 3, 1997 through December 31, 1997
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET $629,435 04/16/97 04/2012; 10.38% of Total for each lease at any time
(the "Arvada #2 Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Arvada #2 Property is (3) fifth lease annual gross
located on the northwest year and after sales minus
quadrant of West 55th Avenue every five (ii) the
and the Wadsworth Bypass, in years minimum annual
Arvada, Jefferson County, thereafter rent for such
Colorado, in an area of mixed during the lease year
retail, commercial, and lease term
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Arvada #2
Property include an
Applebee's, a Ruby Tuesday, an
IHOP, a Fazoli's, a
McDonald's, and several local
restaurants.
BOSTON MARKET $456,801 04/16/97 04/2012; 10.38% of Total for each lease at any time
(the "Liberty #1 Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 5% of year
The Liberty #1 Property is (3) fifth lease annual gross
located at the southeast year and after sales minus
corner of the intersection of every five (ii) the
North Highway 291 and Landmark years minimum annual
Avenue, in Liberty, Clay thereafter rent for such
County, Missouri, in an area during the lease year
of mixed retail, commercial, lease term
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Liberty #1
Property include a Ponderosa,
a KFC, a Perkins, and a Pizza
Hut.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
EINSTEIN BROS. BAGELS (5) $422,512 04/16/97 04/2012; 10.38% of Total for each lease at any time
(the "Dearborn Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Dearborn Property is (3) fifth lease annual gross
located on the southeast year and after sales minus
corner of Telegraph Road and every five (ii) the
Sheridan Road, in Dearborn, years minimum annual
Wayne County, Michigan, in an thereafter rent for such
area of mixed retail, during the lease year
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Dearborn Property include a
Boston Market, a Subway
Sandwich Shop, and several
local restaurants.
JACK IN THE BOX (6) $843,431 04/16/97 04/2015; $86,452 (7); for each lease at any time
(the "Enumclaw Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be renovated year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Enumclaw Property is after every (ii) the
located at the northwest five years minimum annual
corner of the intersection of thereafter rent for such
Griffin Avenue and Cedar during the lease year (8)
Street, in Enumclaw, King lease term
County, Washington, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Enumclaw
Property include a Subway
Sandwich Shop, a Burger King,
a McDonald's, a Pizza Hut, and
a local restaurant.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
SHONEY'S (9) $679,095 04/16/97 04/2017; two 11% of Total for each lease at any time
(the "Guadalupe Property") (excluding five-year Cost (4); year, (i) 6% of after the
Restaurant to be constructed development renewal increases by annual gross seventh
costs) options 10% after the sales minus lease year
The Guadalupe Property is (3) fifth lease (ii) the
located within the southeast year and after minimum annual
quadrant of Interstate 10 and every five rent for such
Baseline Road, in Guadalupe, years lease year
Maricopa County, Arizona, in thereafter
an area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Guadalupe Property include a
Denny's, a Taco Bell, a KFC, a
Jack in the Box, a Waffle
House, and several local
restaurants.
BLACK-EYED PEA (10) $769,863 04/17/97 02/2011 $105,450 (7); None at any time
(the "Scottsdale Property") (3)(7) increases to after the
Restaurant to be renovated $107,511 during fifth lease
the eleventh year
The Scottsdale Property is through
located within the southeast fourteenth
quadrant of Indian Bend Road lease years
and Pima Road, in Scottsdale,
Maricopa County, Arizona, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Scottsdale Property include a
KFC, a Denny's, an Arby's, a
Taco Bell, a McDonald's, and a
local restaurant.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
PIZZA HUT (11)(12) $224,378 04/17/97 03/2017; two $23,560; None at any time
(the "Dover Property") ten-year increases by after the
Land only renewal 10% after the seventh
options fifth and tenth lease year
The Dover Property is located lease years and
on the west side of Boulevard 12% after the
Street, in Dover, Tuscarawas fifteenth lease
County, Ohio, in an area of year
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Dover
Property include a Taco Bell,
a Long John Silver's, a
Friendly's, and several local
restaurants.
JACK IN THE BOX (6) $1,049,420 04/29/97 04/2015; $107,566 (7); for each lease at any time
(the "Bacliff Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Bacliff Property is after every (ii) the
located on the southeast five years minimum annual
corner of Texas State Highway thereafter rent for such
146 and FM 646, in Bacliff, during the lease year (8)
Galveston County, Texas, in an lease term
area of mixed commercial and
residential development.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET (5) $860,790 04/29/97 04/2012; 10.38% of Total for each lease at any time
(the "Indianapolis Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Indianapolis Property is (3) fifth lease annual gross
located on the west side of year and after sales minus
U.S. 31 South, in every five (ii) the
Indianapolis, Marion County, years minimum annual
Indiana, in an area of mixed thereafter rent for such
retail, commercial, and during the lease year
residential development. lease term
Other fast-food and family-
style restaurants located in
proximity to the Indianapolis
Property include a McDonald's,
a Steak N Shake, a Wendy's,
and several local restaurants.
BOSTON MARKET $469,369 04/30/97 04/2012; 10.38% of Total for each lease at any time
(the "San Antonio #1 (excluding five five- Cost (4); year after the after the
Property") development year renewal increases by fifth lease fifth lease
Restaurant to be constructed costs) options 10% after the year, (i) 4% of year
(3) fifth lease annual gross
The San Antonio #1 Property is year and after sales minus
located at the northwest every five (ii) the
corner of Tezel Road and years minimum annual
Camino Rosa, in San Antonio, thereafter rent for such
Bexar County, Texas, in an during the lease year
area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
San Antonio #1 Property
include a Burger King, a Taco
Bell, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET (5) $970,269 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Baltimore Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Baltimore Property is (3) fifth lease annual gross
located on the south side of year and after sales minus
Security Boulevard and the every five (ii) the
north side of Whitehead Court, years minimum annual
in Baltimore, Baltimore thereafter rent for such
County, Maryland, in an area during the lease year
of mixed retail, commercial, lease term
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Baltimore
Property include a Wendy's, a
Red Lobster, a Burger King,
two McDonald's, an IHOP, a
Bennigan's, and several local
restaurants.
BOSTON MARKET (5) $854,895 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Gambrills Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Gambrills Property is (3) fifth lease annual gross
located on the south side of year and after sales minus
Maryland Route 3, south of its every five (ii) the
intersection with Waugh Chapel years minimum annual
Road, in Gambrills, Anne thereafter rent for such
Arundel County, Maryland, in during the lease year
an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Gambrills Property include a
Wendy's, a Taco Bell, a
Popeyes, a Pizza Hut, a KFC,
and a McDonald's.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET (5) $909,041 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Jessup Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Jessup Property is located (3) fifth lease annual gross
on the southeast quadrant of year and after sales minus
U.S. Route 1 and Assateague every five (ii) the
Drive, in Jessup, Howard years minimum annual
County, Maryland, in an area thereafter rent for such
of mixed retail, commercial, during the lease year
and residential development. lease term
Other fast-food and family-
style restaurants located in
proximity to the Jessup
Property include a Burger
King, a Subway Sandwich Shop,
and several local restaurants.
BOSTON MARKET $451,618 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Lansing Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 5% of year
The Lansing Property is (3) fifth lease annual gross
located on the northeast side year and after sales minus
of Cedar Street, north of the every five (ii) the
intersection of American Road years minimum annual
and Cedar Street, in Lansing, thereafter rent for such
Ingham County, Michigan, in an during the lease year
area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Lansing Property include a
Denny's, a KFC, a Long John
Silver's, a Wendy's, a Bob
Evans, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET (5) $629,929 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Riverdale Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Riverdale Property is (3) fifth lease annual gross
located within the southeast year and after sales minus
corner of the intersection every five (ii) the
formed by Kenilworth Avenue years minimum annual
and Patterson Road, in thereafter rent for such
Riverdale, Prince George's during the lease year
County, Maryland, in an area lease term
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Riverdale
Property include a Wendy's, a
McDonald's, and an IHOP.
BOSTON MARKET $711,882 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Vacaville Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Vacaville Property is (3) fifth lease annual gross
located on the southeast year and after sales minus
corner of Nut Tree Parkway and every five (ii) the
Helen Power Drive, in years minimum annual
Vacaville, Solana County, thereafter rent for such
California, in an area of during the lease year
mixed retail, commercial, and lease term
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Vacaville
Property include an Applebee's
and several local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
BOSTON MARKET (5) $961,255 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Waldorf Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Waldorf Property is (3) fifth lease annual gross
located on the northwest year and after sales minus
corner of Crain Highway and every five (ii) the
Plaza Drive, in Waldorf, years minimum annual
Charles County, Maryland, in thereafter rent for such
an area of mixed retail, during the lease year
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Waldorf Property include a
Shoney's, a Red Lobster, a
McDonald's, a Pizzeria Uno, an
Olive Garden, a Kenny Rogers
Roasters, a Taco Bell, a
Burger King, a Checkers, and
several local restaurants.
EINSTEIN BROS. BAGELS (5) $601,677 05/06/97 05/2012; 10.38% of Total for each lease at any time
(the "Springfield Property") (excluding five five- Cost (4); year after the after the
Restaurant to be constructed development year renewal increases by fifth lease fifth lease
costs) options 10% after the year, (i) 4% of year
The Springfield Property is (3) fifth lease annual gross
located at the southeast year and after sales minus
quadrant of the intersection every five (ii) the
formed by Old Keene Mill Road years minimum annual
and Rolling Road, in thereafter rent for such
Springfield, Fairfax County, during the lease year
Virginia, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Springfield
Property include two
McDonald's and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location Purchase Date tion and Minimum Percentage Option
and Competition Price (1) Acquired Renewal Options Annual Rent (2) Rent To Purchase
------------------------------- --------- -------- --------------- --------------- --------------- -------------
GOLDEN CORRAL (13) $561,270 05/06/97 05/2012; 10.75% of Total for each lease during the
(the "Jacksonville #1 (excluding four five- Cost (4) year, 5% of the first through
Property") development year renewal amount by which seventh lease
Restaurant to be constructed costs) (3) options annual gross years and the
sales exceed tenth through years
The Jacksonville #1 Property $2,893,405 (8) fifteenth lease
is located on the southwest only
corner of Merrill Road and
Jane Street, in Jacksonville,
Duval County, Florida, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Jacksonville #1 Property
include a Burger King, a
Hardee's, a Ryan's Family
Steak House, and several local
restaurants.
GOLDEN CORRAL (13) $558,820 05/21/97 05/2012; 10.75% of Total for each lease during the
(the "Corpus Christi (excluding four five- Cost (4) year, 5% of the first
Property") closing and year renewal amount by which through
Restaurant to be constructed development options annual gross seventh
costs) (3) sales exceed lease years
The Corpus Christi Property is $2,708,230 (8) and the
located on the southwest tenth
corner of South Padre Island through
Drive and Silverberry Drive, fifteenth
in Corpus Christi, Nueces lease years
County, Texas, in an area of only
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Corpus
Christi Property include a
Dairy Queen, a Popeyes Famous
Fried Chicken, a Church's
Fried Chicken, and several
local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
IHOP (14) $1,181,818 05/21/97 05/2017; $119,659; for each lease during the
(the "Leesburg Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Leesburg Property is year and after (ii) the end of the
located at the northwest every five minimum annual initial
quadrant of the intersection years rent for such lease term
of Highway 15 Bypass and thereafter lease year
Edwards Ferry Road, in during the
Leesburg, Loudon County, lease term
Virginia, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Leesburg
Property include a Ponderosa
Steak House, a Burger King, a
Taco Bell, a McDonald's, an
Applebee's, a Ruby Tuesday,
and a Domino's Pizza.
POPEYES $199,354 05/22/97 05/2017; two 11.50% of Total for each lease at any time
(the "Starke Property") (excluding five year Cost (4); year, (i) 6% of after the
Restaurant to be constructed development renewal increases by annual gross seventh
costs) options 10% after the sales minus lease year
The Starke Property is located (3) fifth lease (ii) the
on the east side of U.S. year and after minimum annual
Highway 301, just south of every five rent for such
Alligator Creek, in Starke, years lease year
Bradford County, Florida, in thereafter
an area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Starke Property include a
Shoney's, a Taco Bell, a
McDonald's, a Captain D's, a
KFC, a Western Steer, a
Checkers, a Burger King, a
Wendy's, and a local
restaurant.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
JACK IN THE BOX (6) $839,981 05/30/97 05/2015; $86,098 (7); for each lease at any time
(the "Fresno Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Fresno Property is located after every (ii) the
within the northwest corner of five years minimum annual
the intersection of Golden thereafter rent for such
State Boulevard and Ashlon during the lease year (8)
Avenue, in Fresno, Fresno lease term
County, California, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Fresno
Property include a Dairy Queen
and several local restaurants.
JACK IN THE BOX (6) $955,333 06/05/97 06/2015; $97,922 (7); for each lease at any time
(the "Corinth Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Corinth Property is after every (ii) the
located on the northwest five years minimum annual
corner of Interstate Highway thereafter rent for such
35 and FM 2181, in Corinth, during the lease year (8)
Denton County, Texas, in an lease term
area of mixed retail,
commercial, and residential
development.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
RUTH'S CHRIS STEAK HOUSE $2,000,000 06/05/97 08/2011; two $175,000; for each lease None
(the "Tampa #2 Property") (excluding five-year increases by year, 6% of
Existing restaurant closing renewal $25,000 after annual gross
costs) options the fifth lease sales in excess
The Tampa #2 Property is year and after of $3,400,000,
located at the southwest every five but less than
corner of Union Street and years $4,000,000,
North West Shore Boulevard in thereafter plus 8% of
Tampa, Hillsborough County, during the annual gross
Florida, in an area of mixed lease term sales in excess
retail, commercial, and of $4,000,000
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Tampa #2
Property include a Steak and
Ale and a local restaurant.
GOLDEN CORRAL (13) $527,801 06/06/97 06/2012; 10.75% of Total for each lease during the
(the "Jacksonville #2 (excluding four five- Cost (4) year, 5% of the first
Property") closing year renewal amount by which through
Restaurant to be constructed and options annual gross seventh
development sales exceed lease years
The Jacksonville #2 Property costs) $2,920,205 (8) and the
is located at the northwest (3) tenth
quadrant of the intersection through
of Southside Boulevard and fifteenth
Touchton Road, in lease years
Jacksonville, Duval County, only
Florida, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Jacksonville
#2 Property include a Burger
King.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
CHARLEY'S PLACE (15) $1,435,865 06/11/97 06/2017; two $150,766; for each lease None
(the "King of Prussia five-year increases by year (i) 4.50%
Property") renewal 10% after the of annual gross
Existing restaurant options fifth lease sales minus
year and after (ii) the
The King of Prussia Property every five minimum annual
is located on the northwest years rent for such
corner of the intersection of thereafter lease year
North Gulph Road and Goddard during the
Boulevard in King of Prussia, lease term
Upper Merion Township,
Montgomery County,
Pennsylvania, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the King of
Prussia Property include a
Bennigan's, a Denny's, a
Chili's, a Pizzeria Uno, a TGI
Friday's, a Houlihan's, a
McDonald's, a Burger King, a
Lone Star Steakhouse & Saloon,
and several local restaurants.
CHARLEY'S PLACE (15) $1,549,822 06/11/97 06/2017; two $162,731; for each lease None
(the "McLean Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The McLean Property is located year and after (ii) the
within the intersection of every five minimum annual
Dolly Madison Boulevard and years rent for such
Old Dominion Drive, in McLean, thereafter lease year
Fairfax County, Virginia, in during the
an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
McLean Property include a Roy
Rogers, a McDonald's, a Pizza
Hut, and several local
restaurants
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,458,656 06/11/97 06/2017; two $153,159; for each lease None
(the "Evansville Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Evansville Property is year and after (ii) the
located on the east side of every five minimum annual
Green River Road, within the years rent for such
Eastland Place shopping thereafter lease year
center, in Evansville, during the
Vanderburg County, Indiana, in lease term
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Evansville Property include a
Denny's, a Chili's, a
Grandy's, a Chi Chi's, a
Fazoli's, a Lone Star
Steakhouse & Saloon, an Olive
Garden, a Morrison's
Cafeteria, and several local
restaurants.
DARRYL'S (15) $1,203,391 06/11/97 06/2017; two $126,356; for each lease None
(the "Hampton Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Hampton Property is year and after (ii) the
located on the east side of every five minimum annual
Coliseum Drive, north of years rent for such
Mercury Boulevard, in Hampton, thereafter lease year
York County, Virginia, in an during the
area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Hampton Property include a
Boston Market, a Bennigan's, a
Steak and Ale, a Piccadilly
Cafeteria, an Applebee's, a
Burger King, a Pizza Hut, a
KFC, a Chili's, a McDonald's,
a Golden Corral, a Chi Chi's,
a Waffle House, a
Schlotzsky's, a Red Lobster, a
Rally's, an Olive Garden, a
Denny's, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,367,490 06/11/97 06/2017; two $143,586; for each lease None
(the "Huntsville Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Huntsville Property is year and after (ii) the
located on the south side of every five minimum annual
University Drive Northwest, years rent for such
east of Route 53, in thereafter lease year
Huntsville, Madison County, during the
Alabama, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Huntsville
Property include a Quincy's, a
Steak and Ale, an Olive
Garden, a McDonald's, a
Wendy's, an Arby's, and
several local restaurants.
DARRYL'S (15) $1,231,653 06/11/97 06/2017; two $129,324; for each lease None
(the "Knoxville #2 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Knoxville #2 Property is year and after (ii) the
located on the northeast side every five minimum annual
of Merchants Center Boulevard, years rent for such
north of Merchants Drive, in thereafter lease year
Knoxville, Knox County, during the
Tennessee, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Knoxville #2
Property include a Red
Lobster, a Bob Evans, a
McDonald's, a Burger King, two
Waffle Houses, a Captain D's,
a Subway Sandwich Shop, a
Cracker Barrel, a Denny's, a
Sonic Drive-In, an Applebee's,
a Ryan's Family Steak House,
and several local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,481,448 06/11/97 06/2017; two $155,552; for each lease None
(the "Louisville Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Louisville Property is year and after (ii) the
located on the west side of every five minimum annual
Bardstown Road and the years rent for such
southeast side of Gardiner thereafter lease year
Lane, in Louisville, Jefferson during the
County, Kentucky, in an area lease term
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Louisville
Property include a Boston
Market and a Steak N Shake.
DARRYL'S (15) $1,426,748 06/11/97 06/2017; two $149,809; for each lease None
(the "Mobile #1 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Mobile #1 Property is year and after (ii) the
located on the south side of every five minimum annual
South Beltline Highway, west years rent for such
of Airport Boulevard, in thereafter lease year
Mobile, Mobile County, during the
Alabama, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Mobile #1
Property include a Denny's, a
Chili's, an Olive Garden, an
Outback Steakhouse, and
several local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,230,741 06/11/97 06/2017; two $129,228; for each lease None
(the "Montgomery Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Montgomery Property is year and after (ii) the
located on the east side of every five minimum annual
Eastern Boulevard, north of years rent for such
Vaughn Road, in Montgomery, thereafter lease year
Montgomery County, Alabama, in during the
an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Montgomery Property include an
Olive Garden, a Kenny Rogers
Roasters, a Wendy's, and
several local restaurants.
DARRYL'S (15) $1,185,158 06/11/97 06/2017; two $124,442; for each lease None
(the "Nashville #1 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Nashville #1 Property is year and after (ii) the
located on the west side of every five minimum annual
Sidco Drive, in Nashville, years rent for such
Davidson County, Tennessee, in thereafter lease year
an area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Nashville #1 Property include
a Cracker Barrel, a Waffle
House, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $2,142,401 06/11/97 06/2017; two $224,952; for each lease None
(the "Orlando Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Orlando Property is year and after (ii) the
located at the southwest every five minimum annual
quadrant of the intersection years rent for such
of International Drive and thereafter lease year
Jamaican Court, in Orlando, during the
Orange County, Florida, in an lease term
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Orlando Property include a
Pizzeria Uno, a Golden Corral,
a McDonald's, a Perkins, a
Denny's, and several local
restaurants.
DARRYL'S (15) $1,057,526 06/11/97 06/2017; two $111,040; for each lease None
(the "Pensacola Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Pensacola Property is year and after (ii) the
located on the north side of every five minimum annual
Plantation Road, west of Davis years rent for such
Highway, in Pensacola, thereafter lease year
Escambia County, Florida, in during the
an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Pensacola Property include a
Bennigan's, a Denny's, a
Shoney's, a Steak and Ale, a
Perkins, and a local
restaurant.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,276,324 06/11/97 06/2017; two $134,014; for each lease None
(the "Raleigh #1 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Raleigh #1 Property is year and after (ii) the
located on the west side of every five minimum annual
Old Wake Forest Road and the years rent for such
north side of Ollie Street, in thereafter lease year
Raleigh, Wake County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Raleigh #1
Property include a Pizza Hut,
a Boston Market, a Cooker Bar
& Grille, a Red Lobster, a
Lone Star Steakhouse & Saloon,
a TGI Friday's, and a local
restaurant.
DARRYL'S (15) $1,754,946 06/11/97 06/2017; two $184,269; for each lease None
(the "Raleigh #2 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Raleigh #2 Property is year and after (ii) the
located on the north side of every five minimum annual
Glenwood Avenue and the west years rent for such
side of Deblyn Avenue, in thereafter lease year
Raleigh, Wake County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Raleigh #2
Property include a Miami Subs,
a Boston Market, a Golden
Corral, a Chili's, a Taco
Bell, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,321,907 06/11/97 06/2017; two $138,800; for each lease None
(the "Richmond #1 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Richmond #1 Property is year and after (ii) the
located on the north side of every five minimum annual
Midlothian Turnpike, east of years rent for such
Fairwood Drive and west thereafter lease year
Providence Road, in Richmond, during the
Chesterfield County, Virginia, lease term
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Richmond #1 Property include a
Fuddrucker's, a Morrison's
Cafeteria, a Golden Corral, a
Bob Evans, a Chili's, a
Friendly's, a Steak and Ale, a
Red Lobster, and several local
restaurants.
DARRYL'S (15) $911,660 06/11/97 06/2017; two $95,724; for each lease None
(the "Richmond #2 Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Richmond #2 Property is year and after (ii) the
located on the southwest every five minimum annual
quadrant of Starling Drive and years rent for such
Quioccasin Road, in Richmond, thereafter lease year
Henrico County, Virginia, in during the
an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Richmond #2 Property include
an Arby's, a Boston Market, an
Applebee's, a Hardee's, a
McDonald's, a Subway Sandwich
Shop, a KFC, a Pizza Hut, and
several local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
DARRYL'S (15) $1,185,158 06/11/97 06/2017; two $124,442; for each lease None
(the "Winston-Salem Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Winston-Salem Property is year and after (ii) the
located on the north side of every five minimum annual
Brownsboro Road and the east years rent for such
side of University Parkway, in thereafter lease year
Winston-Salem, Forsyth County, during the
North Carolina, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Winston-Salem
Property include a Golden
Corral, a Bennigan's, an IHOP,
and several local restaurants.
HOULIHAN'S (15) $1,367,490 06/11/97 06/2017; two $143,586; for each lease None
(the "Bethel Park Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Bethel Park Property is year and after (ii) the
located at the northeast every five minimum annual
corner of the intersection of years rent for such
Washington Road and Fort Couch thereafter lease year
Road, in Bethel Park, during the
Allegheny County, lease term
Pennsylvania, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Bethel Park
Property include a TGI
Friday's, an Olive Garden, a
Burger King, an Einstein Bros.
Bagels, and a Boston Market.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
HOULIHAN'S (15) $1,390,282 06/11/97 06/2017; two $145,980; for each lease None
(the "Langhorne Property") five-year increases by year (i) 4.50%
Existing restaurant renewal 10% after the of annual gross
options fifth lease sales minus
The Langhorne Property is year and after (ii) the
located on the north side of every five minimum annual
Old Lincoln Highway, in years rent for such
Langhorne, Middletown thereafter lease year
Township, Burks County, during the
Pennsylvania, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Langhorne
Property include a Red
Lobster, an Olive Garden, a
Burger King, a Boston Market,
a Pizzeria Uno, a Taco Bell, a
Chi Chi's, a Macaroni Grill,
and several local restaurants.
HOULIHAN'S (15) $1,982,861 06/11/97 06/2017; two $208,200; for each lease None
(the "Plymouth Meeting five-year increases by year (i) 4.50%
Property") renewal 10% after the of annual gross
Existing restaurant options fifth lease sales minus
year and after (ii) the
The Plymouth Meeting Property every five minimum annual
is located at the northwest years rent for such
quadrant of the intersection thereafter lease year
of West Germantown Pike and during the
Hickory Road, in Plymouth lease term
Meeting, Montgomery County,
Pennsylvania, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Plymouth
Meeting Property include a
Friendly's, and several local
restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $355,340 06/17/97 06/2012; 10.75% of Total for each lease during the
(the "Enid Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Enid Property is located sales exceed lease years
on the southeast corner of $2,034,928 (8) and the
West Garriott Road and West tenth
Brow Road, in Enid, Garfield through
County, Oklahoma, in an area fifteenth
of mixed retail, commercial, lease years
and residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Enid Property
include an Applebee's, a Red
Lobster, a Grandy's, and
several local restaurants.
IHOP (14) $1,709,091 06/18/97 06/2017; $173,045; for each lease during the
(the "Fairfax Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Fairfax Property is year and after (ii) the end of the
located at the southeast every five minimum annual initial
corner of the intersection of years rent for such lease term
Lee Highway and Blake Lane, in thereafter lease year
Fairfax, Fairfax County, during the
Virginia, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Fairfax
Property include a McDonald's,
a Ruby Tuesday, a Subway
Sandwich Shop, and several
local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $397,339 06/19/97 06/2012; 10.75% of Total for each lease during the
(the "Liberty #2 Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Liberty #2 Property is sales exceed lease years
located within the southwest $2,349,786 (8) and the
quadrant of North Church Road tenth
and State Route 152, in through
Liberty, Clay County, fifteenth
Missouri, in an area of mixed lease years
retail, commercial, and only
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Liberty #2
Property include an
Applebee's, a Cracker Barrel,
a McDonald's, and a local
restaurant.
BOSTON MARKET (5) $1,077,979 07/02/97 07/2012; $111,894; for each lease at any time
(the "Stafford Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% of year
The Stafford Property is year and after annual gross
located at the southwest every five sales minus
quadrant of the intersection years (ii) the
of Southwest Freeway and thereafter minimum annual
Airport Boulevard, in during the rent for such
Stafford, Fort Bend County, lease term lease year
Texas, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Stafford
Property include a Captain
D's, a Jack in the Box, a Taco
Bell, a Macaroni Grill, a
Chuck E. Cheese, and several
local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
JACK IN THE BOX (6) $1,008,970 07/02/97 07/2015; $103,419 (7); for each lease at any time
(the "Channelview Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Channelview Property is after every (ii) the
located on the northeast five years minimum annual
corner of Interstate Highway thereafter rent for such
10 and Magnolia Avenue, in during the lease year (8)
Channelview, Harris County, lease term
Texas, in an area of mixed
retail, commercial, and
residential development.
JACK IN THE BOX (6) $936,119 07/02/97 07/2015; $95,952 (7); for each lease at any time
(the "Garland Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Garland Property is after every (ii) the
located on the northeast five years minimum annual
quadrant of the intersection thereafter rent for such
of Interstate 30 and Roan during the lease year (8)
Road, in Garland, Dallas lease term
County, Texas, in an area of
mixed retail, commercial, and
residential development.
KFC $794,700 07/02/97 05/2022; $89,960; None None
(the "Putnam Property") four five- increases by
Existing restaurant year renewal 10% after the
options fifth lease
The Putnam Property is located year and after
on the east side of the every five
entrance drive to the Putnam years
Parkade shopping center, in thereafter
Putnam, Windham County, during the
Connecticut, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Putnam
Property include a McDonald's,
a Wendy's, a Dunkin Donuts,
and a Subway Sandwich Shop.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ARBY'S (16) $742,536 07/15/97 07/2017; two $74,254; for each lease during the
(the "Lexington Property") five-year increases by year, (i) 4% of seventh and
Existing restaurant renewal 4.14% after the annual gross tenth lease
options third lease sales minus years only
The Lexington Property is year and after (ii) the
located on the east side of every three minimum annual
Cotton Grove Road, north of years rent for such
Interstate 85, in Lexington, thereafter lease year
Davidson County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Lexington
Property include a Burger
King, a Taco Bell, and a
Cracker Barrel.
BOSTON MARKET (5) $1,011,492 07/16/97 07/2012; $104,993; for each lease at any time
(the "Newport News Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% of year
The Newport News Property is year and after annual gross
located on the southwest every five sales minus
corner of the intersection of years (ii) the
Warwick Boulevard and Prince thereafter minimum annual
Drew Road, in Newport News, during the rent for such
Virginia, in an area of mixed lease term lease year
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity, to the Newport News
Property include a Pizza Hut,
a McDonald's, a Hardee's, and
a local restaurant.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
IHOP (14) $1,424,283 07/16/97 07/2017; $144,209; for each lease during the
(the "Houston #6 Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Houston #6 Property is year and after (ii) the end of the
located at the southwest every five minimum annual initial
quadrant of the intersection years rent for such lease term
of FM 1960 and U.S. Highway thereafter lease year
290, in Houston, Harris during the
County, Texas, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Houston #6
Property include a Kettle's, a
Pizza Inn, a Denny's, a
McDonald's, and a Burger King.
IHOP (14) $1,397,047 07/16/97 07/2017; $141,451; for each lease during the
(the "Stockbridge Property") three five- increases by year, (i) 4% of eleventh
Existing restaurant year renewal 10% after the annual gross lease year
options fifth lease sales minus and at the
The Stockbridge Property is year and after (ii) the end of the
located on the north side of every five minimum annual initial
Stockbridge Road, west of years rent for such lease term
Interstate 675, in thereafter lease year
Stockbridge, Clayton County, during the
Georgia, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Stockbridge
Property include a Chick-Fil-
A, an Applebee's, a
McDonald's, a Wendy's, a Long
John Silver's, and several
local restaurants.
ˇ Enlarge/Download Table
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
JACK IN THE BOX (6) $963,592 07/16/97 07/2015; $98,768 (7); for each lease at any time
(the "Woodland Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Woodland Property is after every (ii) the
located on the southeast five years minimum annual
corner of East Main Street and thereafter rent for such
County Road 102, in Woodland, during the lease year (8)
Yolo County, California, in an lease term
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Woodland Property include a
Wendy's, a Taco Bell, a Burger
King, a Denny's, a McDonald's,
and a local restaurant.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
JACK IN THE BOX (6) $1,073,031 07/21/97 07/2015; $109,986 (7); for each lease at any time
(the "West Sacramento (3)(7) four five- increases by 8% year, (i) 5% of after the
Property") year renewal after the fifth annual gross seventh
Restaurant to be constructed options lease year and sales minus lease year
after every (ii) the
The West Sacramento Property five years minimum annual
is located on the southeast thereafter rent for such
corner of Sheperd Court and during the lease year (8)
Stillwater Road, in West lease term
Sacramento, Yolo County,
California, in an area of
mixed retail, commercial, and
residential development.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
TUMBLEWEED SOUTHWEST MESQUITE $1,471,963 08/01/97 07/2017; two $161,916 (18); for each lease at any time
GRILL & BAR (17) (3)(18) five-year increases by year, (i) 5% of after the
(the "Cookeville Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Cookeville Property is every five minimum annual
located on the years rent for such
northeast corner of the thereafter lease year
intersection of South during the
Jefferson Avenue and Neal lease term
Lane, in Cookeville, Putnam
County, Tennessee, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Cookeville
Property include a Pizza Hut,
an Arby's, a Wendy's, a
Captain D's, a Shoney's, a
Burger King, a McDonald's, a
Long John Silver's, a
Ponderosa Steak House, a
Cracker Barrel, a Taco Bell, a
Schlotzsky's, a Subway
Sandwich Shop, a Quincy's, a
Ryan's Family Steak House, and
a local restaurant.
-48-
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
TUMBLEWEED SOUTHWEST MESQUITE $747,664 08/01/97 07/2017; two $100,935 (18); for each lease at any time
GRILL & BAR (17)(19) (3)(18) five-year increases by year, (i) 5% of after the
(the "Hendersonville renewal 10% after the annual gross seventh
Property") options fifth lease sales minus lease year
Restaurant to be renovated year and after (ii) the
every five minimum annual
The Hendersonville Property is years rent for such
located on the northeast thereafter lease year
quadrant of the intersection during the
of East Main Street and lease term
Cherokee Road North, in
Hendersonville, Sumner County,
Tennessee, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the
Hendersonville Property
include a Boston Market, a
Wendy's, a Subway Sandwich
Shop, a Shoney's, an
Applebee's, a Pizza Hut, a
Burger King, and a local
restaurant.
-49-
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
TUMBLEWEED SOUTHWEST MESQUITE $1,448,598 08/01/97 07/2017; two $159,346 (18); for each lease at any time
GRILL & BAR (17) (3)(18) five-year increases by year, (i) 5% of after the
(the "Lawrence Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Lawrence Property is every five minimum annual
located on the years rent for such
east side of Iowa Street thereafter lease year
between West 24th Street and during the
West 25th Street, in Lawrence, lease term
Douglas County, Kansas, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Lawrence Property include an
Applebee's, a Chili's, and
several local restaurants.
-50-
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
TUMBLEWEED SOUTHWEST MESQUITE $1,308,411 08/01/97 07/2017; two $143,925 (18); for each lease at any time
GRILL & BAR (17) (3)(18) five-year increases by year, (i) 5% of after the
(the "Nashville #2 Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Nashville #2 Property is every five minimum annual
located on the west side of years rent for such
Nolensville Road, in thereafter lease year
Nashville, Davidson County, during the
Tennessee, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Nashville #2
Property include a McDonald's,
a Papa John's Pizza, a Pizza
Hut, and several local
restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ARBY'S (16) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Greensboro Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Greensboro Property is year and after (ii) the
located on the northeast every three minimum annual
corner of the intersection of years rent for such
South Regional Boulevard and thereafter lease year
Boeing Drive, in Greensboro, during the
Guilford County, North lease term
Carolina, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Greensboro
Property include a Wendy's, a
Hardee's, a McDonald's, a
Shoney's, a Subway Sandwich
Shop, and a local restaurant.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ARBY'S (16) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Greenville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Greenville Property is year and after (ii) the
located on the north side of every three minimum annual
Greenville Boulevard, south of years rent for such
the Wal-Mart Super Center, in thereafter lease year
Greenville, Pitt County, North during the
Carolina, in an area of mixed lease term
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Greenville
Property include a Perkins, a
McDonald's, an Applebee's, and
a Boston Market.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ARBY'S (16) $727,273 08/04/97 08/2017; two $72,727; for each lease at any time
(the "Jonesville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Jonesville Property is year and after (ii) the
located on the south side of every three minimum annual
State Highway 67, east of years rent for such
Interstate 77, in Jonesville, thereafter lease year
Yadkin County, North Carolina, during the
in an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Jonesville Property include a
Cracker Barrel, a McDonald's,
a Wendy's, a Shoney's, and
several local restaurants.
ARBY'S (16) $650,000 08/04/97 08/2017; two $65,000; for each lease at any time
(the "Kernersville Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Kernersville Property is year and after (ii) the
located on the south side of every three minimum annual
South Main Street, west of years rent for such
Interstate 40, in thereafter lease year
Kernersville, Forsyth County, during the
North Carolina, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Kernersville
Property include a Taco Bell,
and several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ARBY'S (16) $713,636 08/04/97 08/2017; two $71,364; for each lease at any time
(the "Kinston Property") five-year increases by year, (i) 4% of after the
Existing restaurant renewal 4.14% after the annual gross seventh
options third lease sales minus lease year
The Kinston Property is year and after (ii) the
located on the north side of every three minimum annual
West New Bern Road, west of US years rent for such
Highway 258, in Kinston, thereafter lease year
Lenoir County, North Carolina, during the
in an area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Kinston Property include a
Subway Sandwich Shop, a
Hardee's, a Golden Corral, and
several local restaurants.
TUMBLEWEED SOUTHWEST MESQUITE $1,425,234 08/05/97 08/2017; two $156,776 (18); for each lease at any time
GRILL & BAR (17) (3)(18) five-year increases by year, (i) 5% of after the
(the "Murfreesboro Property") renewal 10% after the annual gross seventh
Restaurant to be renovated options fifth lease sales minus lease year
year and after (ii) the
The Murfreesboro Property is every five minimum annual
located on the southeast years rent for such
corner of the intersection of thereafter lease year
Northwest Broad Street and during the
South Front Street, in lease term
Murfreesboro, Rutherford
County, Tennessee, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Murfreesboro
Property include a Shoney's, a
Captain D's, a Burger King, a
KFC, a McDonald's, a Subway
Sandwich Shop, and a local
restaurant.
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Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
BOSTON MARKET (5) $904,691 08/19/97 08/2012; $93,907; for each lease at any time
(the "Edgewater Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% year
The Edgewater Property is year and after of annual gross
located within the Market every five sales minus
Place Shopping Center on the years (ii) the
west side of Sheridan thereafter minimum annual
Boulevard, in Edgewater, during the rent for such
Jefferson County, Colorado, in lease term lease year
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Edgewater Property include a
Taco Bell, a Fazoli's, an A&W,
a McDonald's, and several
local restaurants.
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Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $168,813 08/19/97 08/2012; 10.75% of Total for each lease during the
(the "Duncan Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Duncan Property is located sales exceed lease years
on the west side of U.S. $1,956,403 (8) and the
Highway 81, south of State tenth
Road 7, in Duncan, Stephens through
County, Oklahoma, in an area fifteenth
of mixed retail, commercial, lease years
and residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Duncan
Property include a McDonald's,
an Arby's, a Pizza Hut, and
several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $570,497 08/19/97 08/2012; 10.75% of Total for each lease during the
(the "Fort Walton Beach (excluding four five- Cost (4) year, 5% of the first
Property") closing and year renewal amount by which through
Restaurant to be constructed development options annual gross seventh
costs) (3) sales exceed lease years
The Fort Walton Beach Property $2,764,503 (8) and the
is located on the southeast tenth
corner of Mary Esther through
Boulevard south of Beal fifteenth
Parkway, in Fort Walton Beach, lease years
Okaloosa County, Florida, in only
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Fort Walton Beach Property
include an Applebee's, a
Burger King, a Chili's, a
Blimpie's, a Fazoli's, a
Krystal Burger, a McDonald's,
a Hardee's, a Wendy's, and a
Sonic Drive-in.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
RUBY TUESDAY'S $1,123,720 08/19/97 08/2017; two $123,609 (7); for each lease at any time
(the "London Property") (3)(7) five-year increases by year, (i) 6% of after the
Restaurant to be renovated renewal 10% after the annual gross seventh
options fifth lease sales minus lease year
The London Property is located year and after (ii) the
on the east side of Interstate every five minimum annual
75, on the south side of years rent for such
Highway 192 and Park South thereafter lease year
Road, in London, Laurel during the
County, Kentucky, in an area lease term
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the London
Property include an Arby's, a
Hardee's, a Fazoli's, a
Frisch's Big Boy, a Krystal
Burger, a Burger King, a
Ponderosa Steak House, a Taco
Bell, a Captain D's, and
several local restaurants.
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Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
IHOP (14) $1,540,356 08/20/97 08/2017; $155,961; for each lease during the
(the "Elk Grove Property") (excluding three five- increases by year, (i) 4% eleventh
Existing restaurant closing year renewal 10% after the of annual gross lease year
costs) options fifth lease sales minus and at the
The Elk Grove Property is year and after (ii) the end of the
located on the south side of every five minimum annual initial
East Stockton Boulevard, just years rent for such lease term
north of Bond Boulevard and thereafter lease year
east of Route 99, in Elk during the
Grove, Sacramento County, lease term
California, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Elk Grove
Property include a Taco Bell,
an Applebee's, a McDonald's,
and several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
IHOP (14) $1,196,060 08/20/97 08/2017; $121,101; for each lease during the
(the "Lake Jackson Property") (excluding three five- increases by year, (i) 4% of eleventh
Existing restaurant closing year renewal 10% after the annual gross lease year
costs) options fifth lease sales minus and at the
The Lake Jackson Property is year and after (ii) the end of the
located on the west side of every five minimum annual initial
State Highway 332, in Lake years rent for such lease term
Jackson, Brazoria County, thereafter lease year
Texas, in an area of mixed during the
retail, commercial, and lease term
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Lake Jackson
Property include a Boston
Market, a Ryan's Family Steak
House, a Pizza Hut, a Burger
King, a Red Lobster, a
Whataburger, a McDonald's, a
Taco Bell, a Chick-Fil-A, and
several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
IHOP (14) $1,376,767 08/20/97 08/2017; $139,398; for each lease during the
(the "Loveland Property") (excluding three five- increases by year, (i) 4% eleventh
Existing restaurant closing year renewal 10% after the of annual gross lease year
costs) options fifth lease sales minus and at the
The Loveland Property is year and after (ii) the end of the
located on the south side of every five minimum annual initial
Stone Creek Circle, with years rent for such lease term
visibility from Highway 34 and thereafter lease year
Interstate 25, in Loveland, during the
Larimer County, Colorado, in lease term
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Loveland Property include a
Lone Star Steak House &
Saloon.
IHOP (14) $1,073,262 08/20/97 08/2017; $108,668; for each lease during the
(the "Victoria Property") (excluding three five- increases by year, (i) 4% of eleventh
Existing restaurant closing year renewal 10% after the annual gross lease year
costs) options fifth lease sales minus and at the
The Victoria Property is year and after (ii) the end of the
located on the north side of every five minimum annual initial
Lentz Parkway west of U.S. years rent for such lease term
Highway 77, in Victoria, thereafter lease year
Victoria County, Texas, in an during the
area of mixed retail, lease term
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Victoria Property include a
Denny's, a Red Lobster, a Taco
Bell, a McDonald's, a Ryan's
Family Steak House, a Sonic
Drive-in, and several local
restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
SHONEY'S (9) $799,047 08/20/97 08/2017; two 11% of Total for each lease at any time
(the "Las Vegas Property") (excluding five-year Cost (4); year, (i) 6% after the
Restaurant to be constructed development renewal increases by of annual gross seventh
costs) (3) options 10% after the sales minus lease year
The Las Vegas Property is fifth lease (ii) the
located on the west side of year and after minimum annual
Rock Springs Drive, north of every five rent for such
Lake Mead Drive, in Las Vegas, years lease year
Clark County, Nevada, in an thereafter
area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Las Vegas Property include a
Boston Market, a Wendy's, an
Arby's, a Chili's, a Macaroni
Grill, a Tony Roma's, a
McDonald's, and an In and Out
Burgers.
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Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
BOSTON MARKET (5) $1,062,327 09/05/97 09/2012; $110,270; for each lease at any time
(the "Hoover Property") five five- increases by year after the after the
Existing restaurant year renewal 10% after the fifth lease fifth lease
options fifth lease year, (i) 4% of year
The Hoover Property is located year and after annual gross
on the southeast quadrant of every five sales minus
U.S. Highway 31 and Lorna years (ii) the
Road, in Hoover, Jefferson thereafter minimum annual
County, Alabama, in an area of during the rent for such
mixed retail, commercial, and lease term lease year
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Hoover
Property include a Taco Bell,
a McDonald's, a Wendy's, and a
Pizza Hut.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
T.G.I. FRIDAY'S $872,422 09/05/97 09/2017; 10.75% of Total for each lease at any time
(the "Superstition Springs (excluding four five- Cost (4); year, (i) 6% of after the
Property") development year renewal increases by annual gross seventh
Restaurant to be constructed costs) (3) options 10% after the sales minus lease year
fifth lease (ii) the
The Superstition Springs year and after minimum annual
Property is located on the every five rent for such
northwest corner of the years lease year
intersection of Superstition thereafter
Springs Boulevard and South during the
Power Road, in Superstition lease term
Springs, Maricopa County,
Arizona, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Superstition
Springs Property include a
Burger King, an Outback
Steakhouse, a Jack in the Box,
a Denny's, a McDonald's, a
Wendy's, a Chili's, and
several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $417,329 09/17/97 03/2013; 10.75% of Total for each lease during the
(the "Mobile #2 Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Mobile #2 Property is sales exceed lease years
located on the southeast side $2,502,407 (8) and the
of Halls Mill Road, south of tenth
Range Line Road, in Mobile, through
Mobile County, Alabama, in an fifteenth
area of mixed retail, lease years
commercial, and residential only
development. Other fast-food
and family-style restaurants
located in proximity to the
Mobile #2 Property include a
KFC, a McDonald's, an Arby's,
a Popeyes, a Checkers, a
Waffle House, a Quincy's
Family Steak House, a
Shoney's, a Pizza Inn, a Taco
Bell, a Burger King, a Pizza
Hut, a Godfather's Pizza, and
several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $319,140 09/17/97 03/2013; 10.75% of Total for each lease during the
(the "Palatka Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Palatka Property is sales exceed lease years
located on the southeast side $2,191,973 (8) and the
of Highway 19, south of U.S. tenth
17, in Palatka, Putnam County, through
Florida, in an area of mixed fifteenth
retail, commercial, and lease years
residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Palatka
Property include an In and Out
Burgers, a Pizza Hut, and
several local restaurants.
BLACK-EYED PEA (20) $1,600,000 09/30/97 09/2017; two $168,000; for each lease during the
(the "Mesa Property") five-year increases by year, 6% of the eighth,
Existing restaurant renewal 11% after the amount by which tenth, and
options fifth lease annual gross twelfth
The Mesa Property is located year and after sales exceed lease years
on the northeast corner of the every five $2,200,000 only
intersection of South Alma years
School Road and West Holmes thereafter
Road, in Mesa, Maricopa during the
County, Arizona, in an area of lease term
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Mesa Property
include a Chevy's, a
McDonald's, a Denny's, an
Applebee's, an American Grill,
an Olive Garden, a Bennigan's,
a Red Lobster, and several
local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (10)(20) $641,254 09/30/97 11/2006 $109,225 None at any time
(the "Phoenix #1 Property") after the
Existing restaurant fifth lease
year
The Phoenix #1 Property is
located on the southeast
quadrant of Peoria Avenue and
35th Avenue, in Phoenix,
Maricopa County, Arizona, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Phoenix #1 Property include a
McDonald's, a Jack in the Box,
a Taco Bell, a Wendy's, a
Sizzler, a Whataburger, a
Bennigan's, and several local
restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
BLACK-EYED PEA (10)(20) $641,371 09/30/97 06/2008 $100,195; None at any time
(the "Phoenix #2 Property") increases to after the
Existing restaurant $100,583 after fifth lease
the tenth lease year
The Phoenix #2 Property is year
located on the southeast
quadrant of North 75th Avenue
and Thomas Road, in Phoenix,
Maricopa County, Arizona, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Phoenix #2 Property include a
Wendy's, a Fazoli's, a
McDonald's, an Olive Garden, a
Denny's, a Whataburger, a Taco
Bell, and several local
restaurants.
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Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
BLACK-EYED PEA (10)(20) $645,471 09/30/97 08/2009 $95,149; None at any time
(the "Phoenix #3 Property") increases to after the
Existing restaurant $96,112 after fifth lease
the tenth lease year
The Phoenix #3 Property is year
located on the southeast
quadrant of Cactus Road and
48th Street, in Phoenix,
Maricopa County, Arizona, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Phoenix #3 Property include a
Red Lobster, an Olive Garden,
a Don Pablo's, an Outback
Steakhouse, a Denny's, an
IHOP, a McDonald's, and
several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (10)(20) $641,871 09/30/97 08/2010 $91,251; None at any time
(the "Tucson Property") increases to after the
Existing restaurant $92,576 after fifth lease
the tenth lease year
The Tucson Property is located year
on the southwest quadrant of
West River Road and Stone
Road, in Tucson, Pima County,
Arizona, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Tucson
Property include a Chili's, an
On The Border, and several
local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $667,290 10/01/97 09/2013 $86,087; None at any time
(the "Albuquerque #1 increases to after the
Property") $88,584 after seventh
Existing restaurant the tenth lease lease year
year
The Albuquerque #1 Property is
located on the northwest
corner of San Mateo Boulevard
Northeast and Lumber Avenue
Northeast, in Albuquerque,
Bernalillo County, New Mexico,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Albuquerque #1 Property
include a Sweet Tomatoes, a
Hooters, a Pizza Hut, a
Grady's, a Chili's, an
Austin's, an Applebee's, an
Olive Garden, and a local
restaurant.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
BLACK-EYED PEA (19)(21) $666,355 10/01/97 07/2011 $91,517; None at any time
(the "Albuquerque #2 increases to after the
Property") $93,270 after seventh
Existing restaurant the tenth lease lease year
year
The Albuquerque #2 Property is
located on the northwest
quadrant of Interstate 40 and
Juan Tabo Boulevard Northeast,
in Albuquerque, Bernalillo
County, New Mexico, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Albuquerque
#2 Property include an Olive
Garden, a Village Inn, a
Grandy's, and several local
restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $660,748 10/01/97 09/2011 $90,265; None at any time
(the "Dallas #3 Property") increases to after the
Existing restaurant $92,064 after seventh
the tenth lease lease year
The Dallas #3 Property is year
located on the south side of
Beltline Road, in Dallas,
Dallas County, Texas, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Dallas #3 Property include a
Chili's, an On The Border, an
Olive Garden, a Grady's, a
Macaroni Grill, and several
local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $643,925 10/01/97 06/2004 $133,563 None at any time
(the "Forestville Property") after the
Existing restaurant seventh
lease year
The Forestville Property is
located on the northeast
quadrant of the intersection
of Silver Hill Road and
Pennsylvania Avenue, in
Forestville, Prince Georges
County, Maryland, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Forestville
Property include a Subway
Sandwich Shop, a Pizza Hut,
and several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $648,598 10/01/97 08/2008 $99,659; None at any time
(the "Houston #7 Property") increases to after the
Existing restaurant $100,213 after seventh
the tenth lease lease year
The Houston #7 Property is year
located on the corner of
Northwest Freeway and
Deauville Plaza Drive, in
Houston, Harris County, Texas,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Houston #7 Property include a
Ryan's Steakhouse, a Denny's,
an Olive Garden, a Bennigan's,
a Chili's, a Kettle's, and
several local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $661,682 10/01/97 03/2012 $89,029; None at any time
(the "Waco Property") increases to after the
Existing restaurant $91,002 after seventh
the tenth lease lease year
The Waco Property is located year
on the north side of Bosque
Road within the Lake Air Mall,
in Waco, McLennan County,
Texas, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Waco Property
include a Piccadilly
Cafeteria, a Chili's, a
Fuddrucker's, and several
local restaurants.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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BLACK-EYED PEA (19)(21) $660,748 10/01/97 12/2011 $89,571; None at any time
(the "Wichita Property") increases to after the
Existing restaurant $91,456 after seventh
the tenth lease lease year
The Wichita Property is year
located on the south side of
East Central Avenue within
Dillow's Superstore Shopping
Center, in Wichita, Sedgwick
County, Kansas, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Wichita
Property include a Chili's,
and an Olive Garden.
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Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
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GOLDEN CORRAL (13) $529,105 10/02/97 03/2012; 10.75% of Total for each lease during the
(the "Olathe Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
costs) (3) options annual gross seventh
The Olathe Property is located sales exceed lease years
on the west side of Blackbob $2,886,067 (8) and the
Road, north of U.S. 169, in tenth
Olathe, Johnson County, through
Kansas, in an area of mixed fifteenth
retail, commercial, and lease years
residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Olathe
Property include a Dairy
Queen, a Fazoli's, a KFC, a
Taco Bell, and an Applebee's.
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JACK IN THE BOX (6) $1,076,237 10/17/97 09/2015; $110,243 (7); for each lease at any time
(the "Florissant Property") (3)(7) four five- increases by 8% year, (i) 5% of after the
Restaurant to be constructed year renewal after the fifth annual gross seventh
options lease year and sales minus lease year
The Florissant Property is after every (ii) the
located on the southern five years minimum annual
quadrant of Charbonier Road thereafter rent for such
and Howdershell Road, in during the lease year (8)
Florissant, St. Louis County, lease term
Missouri, in an area of mixed
retail, commercial, and
residential development.
JACK IN THE BOX (6) $1,263,688 10/17/97 09/2015; $129,482 (7); for each lease None
(the "Folsom Property") (3)(7) four five- increases by 8% year, (i) 5% of
Restaurant to be constructed year renewal after the fifth annual gross
options lease year and sales minus
The Folsom Property is located after every (ii) the
on the eastern quadrant of five years minimum annual
Blue Ravine Road and East thereafter rent for such
Bidwell Street, in Folsom, during the lease year (8)
Sacramento County, California, lease term
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Folsom Property include an
IHOP, an Arby's, a Burger
King, a Boston Market, a
Manhattan Bagel, a Subway
Sandwich Shop, a Taco Bell, a
McDonald's, a KFC, a Pizza Hut
and several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
ON THE BORDER (19) $292,767 10/17/97 10/2012; 13.64% of Total for each lease at any time
(the "San Antonio #2 (excluding three five- Cost (4); (22) year, (i) 4% of after the
Property") development year renewal annual gross tenth lease
Restaurant to be constructed costs) (3) options sales minus year
(ii) the
The San Antonio #2 Property is minimum annual
located on the east side of rent for such
U.S. Highway 281, within the lease year (8)
Alamo Quarry Market Shopping
Center, in San Antonio, Bexar
County, Texas, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the San Antonio
#2 Property include a Ruth's
Chris Steakhouse and several
local restaurants.
GROUND ROUND (23) $1,220,761 10/20/97 10/2017; $125,128 (24) at any time
(the "Allentown Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Allentown Property is
located on the north side of
Grape Street, in Allentown,
Lehigh County, Pennsylvania,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Allentown Property include a
Pizza Hut, a Lone Star Steak
House & Saloon, a Red Lobster,
a Chili's, a KFC, an Olive
Garden, a Ponderosa
Steakhouse, a Friendly's, a
Wendy's, a Perkins, a Burger
King, a Boston Market and
several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $772,727 10/20/97 10/2017; $79,205 (24) at any time
(the "Colerain Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Colerain Property is
located on the north side of
Springdale Road, in Colerain,
Hamilton County, Ohio, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Colerain Property include a
Red Lobster, an Outback Steak
House, an Applebee's, an Olive
Garden, a White Castle, an
Arby's, a McDonald's, a T.G.I.
Friday's and several local
restaurants.
GROUND ROUND (23) $759,091 10/20/97 10/2017; $77,807 (24) at any time
(the "Crystal Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Crystal Property is
located on the northeast
corner of Bass Lake Road and
Jersey Street, in Crystal,
Hennepin County, Minnesota, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Crystal Property include a
Dairy Queen, a Taco Bell, a
Subway Sandwich Shop, a KFC
and an Applebee's.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $1,422,727 10/20/97 10/2017; $145,830 (24) at any time
(the "Dubuque Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Dubuque Property is
located on the
west side of John F. Kennedy
Road and Cedar Cross Road, in
Dubuque, Dubuque County, Iowa,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Dubuque Property include a
Hardee's, an Olive Garden, a
Wendy's and several local
restaurants.
GROUND ROUND (23) $900,000 10/20/97 10/2017; $92,250 (24) at any time
(the "Gloucester Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Gloucester Property is
located on the
southeast corner of Blackwood-
Clementon Road and Dartmouth
Drive, in Gloucester, Camden
County, New Jersey, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Gloucester
Property include a Friendly's,
a Boston Market, a Chili's, an
Olive Garden, a Red Lobster, a
Denny's, a Burger King, a
McDonald's, a Taco Bell, a
Checkers and several local
restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $945,455 10/20/97 10/2017; $96,909 (24) at any time
(the "Janesville Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Janesville Property is
located on the northwest
corner of Milton Avenue and
Lodge Street, in Janesville,
Rock County, Wisconsin, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Janesville Property include an
Applebee's, a Pizzeria Uno, a
Perkins, a Fazoli's and
several local restaurants.
GROUND ROUND (23) $945,455 10/20/97 10/2017; $96,909 (24) at any time
(the "Kalamazoo Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Kalamazoo Property is
located on Stadium Drive, east
of the intersection of Seneca
Road, in Kalamazoo, Kalamazoo
County, Michigan, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Kalamazoo
Property include an Olive
Garden, an Applebee's, a
Chili's, a McDonald's, a
Burger King and several local
restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $1,118,187 10/20/97 10/2017; $114,614 (24) at any time
(the "Parma Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Parma Property is located
on the south side of Day
Drive, in Parma, Cuyahoga
County, Ohio, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Parma
Property include an Outback
Steak House, a Red Lobster, an
Olive Garden, an Arby's, a
Denny's and a local
restaurant.
GROUND ROUND (23) $1,439,551 10/20/97 10/2017; $147,554 (24) at any time
(the "Reading Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Reading Property is
located on the west side of
Fifth Street Highway at the
entrance to the Fairgrounds
Mall, in Reading, Berks
County, Pennsylvania, in an
area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Reading Property include an
Arby's, a Pizza Hut, a
McDonald's, a Burger King, a
Bojangles, a Taco Bell, a
Ponderosa Steakhouse, a Boston
Market, a Subway Sandwich Shop
and several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $1,036,364 10/20/97 10/2017; $106,227 (24) at any time
(the "Waterloo Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Waterloo Property is
located on the southwest
corner of East San Marnan
Drive and Penneys Street, in
Waterloo, Black Hawk County,
Iowa, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Waterloo
Property include an Olive
Garden, a Lone Star Steak
House & Saloon, an Applebee's,
a Pizza Hut, a Boston Market,
a Long John Silver's and
several local restaurants.
GROUND ROUND (23) $1,354,545 10/20/97 10/2017; $138,841 (24) at any time
(the "Wauwatosa Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Wauwatosa Property is
located on the northwest
corner of Mayfair Road and
Blue Mound Road, in Wauwatosa,
Milwaukee County, Wisconsin,
in an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Wauwatosa Property include a
Chili's, an Applebee's, a Taco
Bell, a Pizza Hut and several
local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $1,000,000 11/18/97 11/2017; $102,500 (24) at any time
(the "Ewing Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Ewing Property is located
on the northwest quadrant of
the intersection of North
Olden Avenue and Pennington
Road, in Ewing, Mercer County,
New Jersey, in an area of
mixed retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Ewing
Property include a McDonald's,
an IHOP, an Applebee's, a TGI
Friday's, a Taco Bell, a
Wendy's, a Burger King, and a
Boston Market.
WENDY'S $811,350 11/18/97 11/2017; two 10.25% of Total for each lease at any time
(the "Westlake Village (excluding five-year Cost (4) year, (i) 7% of after the
Property") development renewal annual gross seventh
Restaurant to be constructed costs) (3) options sales minus lease year
(ii) the
The Westlake Village Property minimum annual
is located on the southeast rent for such
quadrant of Thousand Oaks lease year
Boulevard and Lindero Canyon
Road, in Westlake Village, Los
Angeles County, California, in
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Westlake Village Property
include a McDonald's, a KFC,
and a local restaurant.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GROUND ROUND (23) $927,273 12/02/97 12/2017; $95,045 (24) at any time
(the "Nanuet Property") five five- after the
Existing restaurant year renewal seventh
options lease year
The Nanuet Property is located
on the northwest corner of
Route 59 West and Dykes Road,
in Nanuet, Rockland County,
New York, in an area of mixed
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Nanuet
Property include a Ruby
Tuesday's, a Red Lobster, a
Pizza Hut, and a local
restaurant.
GOLDEN CORRAL (13) $384,530 12/03/97 06/2013; 10.75% of Total for each lease during the
(the "Muskogee Property") (excluding four five- Cost (4) year, 5% of the first
Restaurant to be constructed development year renewal amount by which through
nt costs) (3) options annual gross seventh
The Muskogee Property is sales exceed lease years
located on the south side of $2,212,853 (8) and the
West Shawnee Avenue, in tenth
Muskogee, Muskogee County, through
Oklahoma, in an area of mixed fifteenth
retail, commercial, and lease years
residential development. only
Other fast-food and family-
style restaurants located in
proximity to the Muskogee
Property include an
Applebee's, a Red Lobster, a
Burger King, a Long John
Silver's, a Western Sizzlin,
and several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
GOLDEN CORRAL (13) $467,593 12/30/97 06/2013; 10.75% of Total for each lease during the
(the "Council Bluffs (excluding four five- Cost (4) year, 5% of the first
Property") development year renewal amount by which through
Restaurant to be constructed costs) (3) options annual gross seventh
sales exceed lease years
The Council Bluffs Property is $2,713,081 (8) and the
located on the northeast tenth
quadrant of Dial Drive and through
32nd Avenue, in Council fifteenth
Bluffs, Pottawattamie County, lease years
Iowa, in an area of mixed only
retail, commercial, and
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Council
Bluffs Property include a
Cracker Barrel, a Red Lobster,
a Perkins, a Dairy Queen, a
Burger King, a Long John
Silver's, a Taco Bell, a
McDonald's, a Hardee's, and a
Fazoli's.
JACK IN THE BOX (6) $1,333,345 12/30/97 04/2015; $136,668; for each lease at any time
(the "Los Angeles #3 (3) four five- increases by 8% year, (i) 5% of after the
Property") year renewal after the fifth annual gross seventh
Existing restaurant options lease year and sales minus lease year
after every (ii) the
The Los Angeles #3 Property is five years minimum annual
located on the southeast thereafter rent for such
corner of Crenshaw Boulevard during the lease year (8)
and Washington Boulevard, in lease term
Los Angeles, Los Angeles
County, California, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Los Angeles
#3 Property include a Taco
Bell, a McDonald's, and
several local restaurants.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
CHEVY'S FRESH MEX (25) $2,521,428 12/31/97 12/2012; two $248,075; for each lease at any time
(the "Arapahoe Property") five-year increases by year, 5% of the during the
Existing restaurant renewal 10% after the amount by which lease term
options fifth lease annual gross
The Arapahoe Property is year and after sales exceed
located on the south side of every five $3,213,500
Arapahoe Road, in Arapahoe, years
Arapahoe County, Colorado, in thereafter
an area of mixed retail, during the
commercial, and residential lease term
development. Other fast-food
and family-style restaurants
located in proximity to the
Arapahoe Property include a
Bennigan's, a Wendy's, a Ruby
Tuesday's, an Arby's, a
McDonald's, a Denny's, and
several local restaurants.
CHEVY'S FRESH MEX (25) $2,477,078 12/31/97 12/2012; two $243,712; for each lease at any time
(the "Beaverton Property") five-year increases by year, 5% of the during the
Existing restaurant renewal 10% after the amount by which lease term
options fifth lease annual gross
The Beaverton Property is year and after sales exceed
located on the southeast every five $2,548,750
quadrant of the intersection years
of Hall Boulevard and Nimbus thereafter
Avenue, in Beaverton, during the
Washington County, Oregon, in lease term
an area of mixed retail,
commercial, and residential
development. Other fast-food
and family-style restaurants
located in proximity to the
Beaverton Property include an
Arby's, and a local
restaurant.
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Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
--------------------- --------- -------- --------------- --------------- --------------- -----------
CHEVY'S FRESH MEX (25) $2,288,676 12/31/97 12/2012; two $225,176; for each lease at any time
(the "Greenbelt Property") five-year increases by year, 5% of the during the
Existing restaurant renewal 10% after the amount by which lease term
options fifth lease annual gross
The Greenbelt Property is year and after sales exceed
located on the southeast every five $2,722,250
quadrant of the intersection years
of Greenbelt Road and the thereafter
Baltimore Washington Parkway, during the
in Greenbelt, Prince Georges lease term
County, Maryland, in an area
of mixed retail, commercial,
and residential development.
Other fast-food and family-
style restaurants located in
proximity to the Greenbelt
Property include a Denny's, a
Wendy's, a T.G.I Friday's, and
several local restaurants.
CHEVY'S FRESH MEX (25) $2,334,198 12/31/97 12/2012; two $229,654; for each lease at any time
(the "Lake Oswego Property") five-year increases by year, 5% of the during the
Existing restaurant renewal 10% after the amount by which lease term
options fifth lease annual gross
The Lake Oswego Property is year and after sales exceed
located between Interstate every five $2,983,250
Highway 5 and Bangy Road, in years
Lake Oswego, Clackamas County, thereafter
Oregon, in an area of mixed during the
retail, commercial, and lease term
residential development.
Other fast-food and family-
style restaurants located in
proximity to the Lake Oswego
Property include an
Applebee's, an Olive Garden,
and a Taco Bell.
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FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of each of the Properties acquired, and for
construction Properties, once the buildings are constructed, is set
forth below:
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Property Federal Tax Basis Property Federal Tax Basis
--------- ----------------- -------- -----------------
Arvada #2 Property $ 667,000 Nashville #1 Property $ 734,000
Liberty #1 Property 357,000 Orlando Property 770,000
Dearborn Property 266,000 Pensacola Property 723,000
Enumclaw Property 764,000 Raleigh #1 Property 503,000
Guadalupe Property 905,000 Raleigh #2 Property 717,000
Scottsdale Property 810,000 Richmond #1 Property 773,000
Bacliff Property 691,000 Richmond #2 Property 648,000
Indianapolis Property 883,000 Winston-Salem Property 810,000
San Antonio #1 Property 336,000 Bethel Park Property 593,000
Baltimore Property 471,000 Langhorne Property 646,000
Gambrills Property 471,000 Plymouth Meeting Property 905,000
Jessup Property 435,000 Enid Property 776,000
Lansing Property 651,000 Fairfax Property 703,000
Riverdale Property 474,000 Liberty #2 Property 925,000
Vacaville Property 805,000 Stafford Property 679,000
Waldorf Property 455,000 Channelview Property 708,000
Springfield Property 34,000 Garland Property 608,000
Jacksonville #1 Property 1,105,000 Putnam Property 534,000
Corpus Christi Property 984,000 Lexington Property 462,000
Leesburg Property 579,000 Newport News Property 584,000
Starke Property 405,000 Houston #6 Property 888,000
Fresno Property 601,000 Stockbridge Property 705,000
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Property Federal Tax Basis Property Federal Tax Basis
--------- ----------------- -------- -----------------
Corinth Property 615,000 Woodland Property 661,000
Tampa #2 Property 1,056,000 West Sacramento Property 612,000
Jacksonville #2 Property 1,124,000 Cookeville Property 1,026,000
King of Prussia Property 547,000 Hendersonville Property 779,000
McLean Property 687,000 Lawrence Property 1,019,000
Evansville Property 971,000
Nashville #2 Property 946,000
Hampton Property 536,000 Greensboro Property 403,000
Huntsville Property 661,000 Greenville Property 488,000
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Knoxville #2 Property 706,000 Jonesville Property 538,000
Louisville Property 912,000 Kernersville Property 411,000
Mobile #1 Property 1,005,000 Kinston Property 483,000
Montgomery Property 949,000 Murfreesboro Property 973,000
Edgewater Property $ 625,000 Olathe Property 1,097,000
Duncan Property 931,000 Florissant Property 723,000
Fort Walton Beach Property 983,000 Folsom Property 702,000
London Property 828,000 San Antonio #2 Property 1,265,000
Elk Grove Property 1,036,000 Allentown Property 882,000
Lake Jackson Property 799,000 Colerain Property 533,000
Loveland Property 960,000 Crystal Property 188,000
Victoria Property 810,000 Dubuque Property 807,000
Las Vegas Property 939,000 Gloucester Property 527,000
Hoover Property 618,000 Janesville Property 547,000
Superstition Springs Property 1,269,000 Kalamazoo Property 710,000
Mobile #2 Property 988,000 Parma Property 791,000
Palatka Property 932,000 Reading Property 790,000
Mesa Property 910,000 Waterloo Property 657,000
Phoenix #1 Property 675,000 Wauwatosa Property 802,000
Phoenix #2 Property 675,000 Ewing Property 683,000
Phoenix #3 Property 680,000 Westlake Village Property 759,000
Tucson Property 676,000 Nanuet Property 603,000
Albuquerque #1 Property 703,000 Muskogee Property 853,000
Albuquerque #2 Property 702,000 Council Bluffs Property 1,059,000
Dallas # 3 Property 696,000 Los Angeles #2 Property 585,000
Forestville Property 678,000 Arapahoe Property 1,674,000
Houston # 7 Property 683,000 Beaverton Property 1,675,000
Waco Property 697,000 Greenbelt Property 1,470,000
Wichita Property 696,000 Lake Oswego Property 1,500,000
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the Liberty
#1, Dearborn, San Antonio #1, Indianapolis, Baltimore, Gambrills,
Jessup, Lansing, Riverdale, Vacaville, Waldorf and Springfield
Properties, minimum annual rent will become due and payable on the date
the tenant receives from the landlord its final funding of the
construction costs. For the Arvada #2, Indianapolis, Lansing and
Vacaville Properties, minimum annual rent for the remainder of 1997 and
1998 shall be prepaid on the date the tenant receives from the landlord
its final funding of the construction costs. For the Guadalupe
Property, minimum annual rent will become due and payable on the
earlier of (i) 210 days after execution of the lease, (ii) the date the
certificate of occupancy for the restaurant is issued, (iii) the date
the restaurant opens for business to the public, or (iv) the date the
tenant receives from the landlord its final funding of the construction
costs. For the Jacksonville #1, Corpus Christi, Jacksonville #2, Enid,
Liberty #2, Duncan, Fort Walton Beach, Mobile #2, Palatka, Olathe,
Muskogee and Council Bluffs Properties, minimum annual rent will become
due and payable on the earlier of (i) 180 days after execution of the
lease, (ii) the date the certificate of occupancy for the restaurant is
issued, or (iii) the date the restaurant opens for business to the
public. For the Las Vegas , Superstition Springs and San Antonio #2
Properties, minimum annual rent will become due and payable on the
earlier of (i) 180 days after execution of the lease, (ii) the date the
certificate of occupancy for the restaurant is issued, (iii) the date
the restaurant opens for business to the public, or (iv) the date the
tenant receives from the landlord its final funding of the construction
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costs. For the Starke and Westlake Village Properties, minimum annual
rent will become due and payable on the earlier of (i) 120 days after
execution of the lease, (ii) the date the certificate of occupancy for
the restaurant is issued, (iii) the date the restaurant opens for
business to the public, or (iv) the date the tenant receives from the
landlord its final funding of the construction costs. During the period
commencing with the effective date of the lease to the date minimum
annual rent becomes payable for the Arvada #2, Liberty #1, Dearborn,
San Antonio #1, Indianapolis, Baltimore, Gambrills, Jessup, Lansing,
Riverdale, Vacaville, Waldorf, Springfield, Jacksonville #1, Corpus
Christi, Jacksonville #2, Enid, Liberty #2, Duncan, Fort Walton Beach,
Mobile #2, Palatka, Olathe, Muskogee and Council Bluffs Properties, as
described above, interim rent equal to a specified rate per annum
(ranging from 10% to 10.38%) of the amount funded by the Company in
connection with the purchase and construction of the Properties shall
accrue and be payable in a single lump sum at the time of final funding
of the construction costs. During the period commencing with the
effective date of the lease to the date minimum annual rent becomes
payable for the Guadalupe, Starke, Las Vegas , Superstition Springs,
San Antonio #2 and Westlake Village Properties, as described above, the
tenant shall pay monthly "interim rent" equal to a specified rate per
annum (ranging from 10.25% to 11.50%) of the amount funded by the
Company in connection with the purchase and construction of the
Properties.
(3) The development agreements for the Properties which are to be
constructed or renovated, provide that construction or renovation must
be completed no later than the dates set forth below. The maximum cost
to the Company, (including the purchase price of the land , development
costs, and closing and acquisition costs) is not expected to, but may,
exceed the amounts set forth below:
ˇ Enlarge/Download Table
Property Estimated Maximum Cost Estimated Final Completion Date
-------- ---------------------- --------------------------------
Arvada #2 Property $1,152,262 Opened for business July 21, 1997
Liberty #1 Property 764,164 Opened for business August 18, 1997
Dearborn Property 667,305 Opened for business July 12, 1997
Enumclaw Property 843,431 Opened for business July 31, 1997
Guadalupe Property 1,452,517 Opened for business August 27, 1997
Scottsdale Property 769,863 Opened for business September 30, 1997
Bacliff Property 1,049,420 Opened for business August 3, 1997
Indianapolis Property 1,663,194 Opened for business September 2, 1997
San Antonio #1 Property 757,069 Opened for business September 25, 1997
Baltimore Property 1,378,051 Opened for business August 19, 1997
Gambrills Property 1,264,241 Opened for business August 26, 1997
Jessup Property 1,285,243 Opened for business July 13, 1997
Lansing Property 1,033,941 Opened for business October 2, 1997
Riverdale Property 1,041,107 Opened for business October 7, 1997
Vacaville Property 1,437,474 Opened for business July 13, 1997
Waldorf Property 1,357,356 Opened for business July 13, 1997
Springfield Property 633,101 Opened for business July 7, 1997
Jacksonville #1 Property 1,681,435 Opened for business September 24, 1997
Corpus Christi Property 1,577,372 Opened for business September 24, 1997
Starke Property 599,800 Opened for business August 11, 1997
Fresno Property 839,981 Opened for business August 31, 1997
Corinth Property 955,333 Opened for business September 16, 1997
Jacksonville #2 Property 1,696,394 Opened for business September 3, 1997
Enid Property 1,202,286 Opened for business November 24, 1997
Liberty #2 Property 1,378,020 Opened for business October 23, 1997
Channelview Property 1,008,970 Opened for business September 21, 1997
Garland Property 936,119 Opened for business September 27, 1997
Woodland Property 963,592 Opened for business October 9, 1997
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West Sacramento Property 1,073,031 Opened for business September 28, 1997
Cookeville Property 1,471,963 July 31, 1998
Hendersonville Property $ 747,664 July 31, 1998
Lawrence Property 1,448,598 July 31, 1998
Nashville #2 Property 1,308,411 July 31, 1998
Murfreesboro Property 1,425,234 August 4, 1998
Duncan Property 1,158,457 February 15, 1998
Fort Walton Beach Property 1,609,490 February 15, 1998
London Property 1,123,720 Opened for business November 4, 1997
Las Vegas Property 1,577,243 February 16, 1998
Superstition Springs
Property 2,044,922 March 4, 1998
Mobile #2 Property 1,463,204 March 16, 1998
Palatka Property 1,289,938 March 16, 1998
Olathe Property 1,677,340 March 31, 1998
Florissant Property 1,075,539 March 16, 1998
Folsom Property 1,263,239 March 4, 1998
San Antonio #2 Property 1,260,879 April 15, 1998
Westlake Village Property 1,488,479 March 18, 1998
Muskogee Property 1,301,592 June 1, 1998
Council Bluffs Property 1,580,790 June 28, 1998
Los Angeles #3 Property 1,341,495 Opened for business September 28, 1997
(4) The "Total Cost" is equal to the sum of (i) the purchase price of the
Property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.
(5) The lessee of the Dearborn, Indianapolis, Baltimore, Gambrills, Jessup,
Riverdale, Waldorf, Springfield, Stafford, Newport News, Edgewater and
Hoover Properties is the same unaffiliated lessee.
(6) The lessee of the Enumclaw, Bacliff, Fresno, Corinth, Channelview,
Garland, Woodland , West Sacramento, Florissant, Folsom and Los Angeles
#3 Properties is the same unaffiliated lessee or group of unaffiliated
lessees.
(7) The Company paid for all construction or renovation costs in advance at
closing; therefore, minimum annual rent was determined on the date
acquired and is not expected to change.
(8) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(9) The lessee of the Guadalupe and Las Vegas Properties is the same
unaffiliated lessee.
(10) The Company owns the building only for this Property. The Company does
not own the underlying land; although, the Company entered into a
landlord estoppel agreement with the landlord of the land and a
collateral assignment of the ground lease with the lessee in order to
provide the Company with certain rights with respect to the land on
which the building is located.
(11) The lease relating to this Property is a land lease only.
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(12) The Company entered into a Master Lease Agreement for the Dover
Property and eight Pizza Hut Properties previously acquired. The
amounts presented in the table above represent additional amounts due
under the Master Lease Agreement, as described in the section of the
Prospectus entitled "Business - Property Acquisitions," as a result of
the acquisition of the Dover Property.
(13) The lessee of the Jacksonville #1, Corpus Christi, Jacksonville #2,
Enid, Liberty #2, Duncan, Fort Walton Beach, Mobile #2, Palatka,
Olathe, Muskogee and Council Bluffs Properties is the same unaffiliated
lessee.
(14) The lessee of the Leesburg, Fairfax, Houston # 6, Stockbridge, Elk
Grove, Lake Jackson, Loveland and Victoria Properties is the same
unaffiliated lessee.
(15) The lessee of the King of Prussia, McLean, Evansville, Hampton,
Huntsville, Knoxville #2, Louisville, Mobile #1, Montgomery, Nashville
#1, Orlando, Pensacola, Raleigh #1, Raleigh #2, Richmond #1, Richmond
#2, Winston-Salem, Bethel Park, Langhorne and Plymouth Meeting
Properties is the same unaffiliated lessee.
(16) The lessee of the Lexington, Greensboro, Greenville, Jonesville,
Kernersville and Kinston Properties is the same unaffiliated lessee.
(17) The lessee of the Cookeville, Hendersonville, Lawrence, Nashville #2
and Murfreesboro Properties is the same unaffiliated lessee.
(18) The Company paid for all construction or renovation costs in advance at
closing; therefore, minimum annual rent was determined on the date
acquired and is not expected to change. In accordance with the lease
agreement, these Properties are being converted from Barb Wires
Steakhouse & Saloon restaurants to Tumbleweed Southwest Mesquite Grill
& Bar restaurants. Renovation of the Properties is expected to be
completed within 365 days of the effective date of the lease. The
Properties are expected to remain operational during renovations.
(19) The Company owns the building only for this Property. The Company does
not own the underlying land; although, the Company entered into a
tri-party agreement with the lessee and the landlord of the land in
order to provide the Company with certain rights with respect to the
land on which the building is located.
(20) The lessee of the Mesa, Phoenix #1, Phoenix #2, Phoenix #3 and Tucson
Properties is the same unaffiliated lessee.
(21) The lessee of the Albuquerque #1, Albuquerque #2, Dallas # 3,
Forestville, Houston # 7, Waco and Wichita Properties is the same
unaffiliated lessee.
(22) Base rent shall increase after every five years during the lease term
by the lesser of (i) 10% of the minimum base rent during the preceding
year or (ii) 150% of the percentage change in the Consumer Price Index.
(23) The lessee of the Allentown, Colerain, Crystal, Dubuque, Gloucester,
Janesville, Kalamazoo, Parma, Reading, Waterloo, Wauwatosa, Ewing and
Nanuet Properties is the same unaffiliated lessee.
(24) For each lease year, percentage rent shall be calculated upon the
amount by which gross sales exceed base sales as follows: 6% for an
increase of 0% to 33.33% above base sales, 5.5% for an increase of
33.34% to 66.7% above base sales, and 5% for an increase of 66.8% to
100% above base sales. For increases in gross sales in excess of 100%,
percentage rent shall decrease by .5% for every additional 33.33%
increase above base sales. Base sales are as follows:
Property Base Sales
-------- ----------
Allentown Property $2,085,487
Colerain Property 1,320,076
Crystal Property 1,296,780
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Dubuque Property 2,430,493
Gloucester Property 1,537,500
Janesville Property 1,615,152
Kalamazoo Property 1,615,152
Parma Property 1,910,355
Reading Property 2,459,233
Waterloo Property 1,770,455
Wauwatosa Property 2,314,015
Ewing Property 1,708,333
Nanuet Property 1,583,777
(25) The lessee of the Arapahoe, Beaverton, Greenbelt and Lake Oswego
Properties is the same unaffiliated lessee.
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BORROWING
The Company has entered into a revolving $35,000,000 unsecured Line of
Credit with a bank to enable the Company to receive advances to fund Secured
Equipment Leases and to purchase and develop Properties and fund Mortgage Loans.
The advances will bear interest at a rate of LIBOR plus 1.65%, or the bank's
prime rate, whichever the Company selects at the time of borrowing. Interest
only is repayable monthly until July 31, 1999, at which time all remaining
interest and principal shall be due. The Line of Credit provides for two
one-year renewal options.
As of December 31, 1997, the Company had used approximately $21,882,000
of the $35,000,000 available under the Line of Credit to fund Secured Equipment
Leases. Advances used to fund Secured Equipment Leases will be repaid using
payments received from Secured Equipment Leases and will be refinanced in regard
to any Secured Equipment Lease not fully repaid at the end of the term of the
Line of Credit. Advances used to purchase and develop Properties and to fund
Mortgage Loans will be repaid using additional offering proceeds or refinanced
on a long-term basis.
As of December 31, 1997, the Company had used $19,000,000 of uninvested
net offering proceeds to temporarily reduce the balance outstanding under the
Line of Credit pending the investment of such offering proceeds in Properties or
Mortgage Loans in order to reduce interest expense incurred by the Company.
The Company will not encumber Properties in connection with the Line of
Credit. Management believes that during the offering period the Line of Credit
will allow the Company to make investments that the Company otherwise would be
forced to delay until it raised a sufficient amount of proceeds from the sale of
Shares to allow the Company to make the investments. By eliminating this delay
the Company will also eliminate the risk that these investments will no longer
be available, or the terms of the investment will be less favorable, when the
Company has raised sufficient offering proceeds. Alternatively, Affiliates of
the Advisor could make such investments, pending receipt by the Company of
sufficient offering proceeds, in order to preserve the investment opportunities
for the Company. However, Properties acquired by the Company in this manner
would be subject to closing costs both on the original purchase by the Affiliate
and on the subsequent purchase by the Company, which would increase the amount
of expenses associated with the acquisition of Properties and reduce the amount
of offering proceeds available for investment in income-producing assets.
Management believes that the use of the Line of Credit by the Company will
enable the Company to reduce or eliminate the instances in which the Company
will be required to pay duplicate closing costs.
The Board of Directors does not anticipate that the Company will borrow
funds, other than the Line of Credit and any additional financing the Board of
Directors may determine to obtain to fund Secured Equipment Leases or to
purchase and develop Properties and fund Mortgage Loans. However, the Company
may also borrow funds for the purpose of preserving its status as a REIT. For
example, the Company may borrow to the extent necessary to permit the Company to
make Distributions required in order to enable the Company to qualify as a REIT
for federal income tax purposes; however, the Company will not borrow for the
purpose of returning capital to the stockholders unless necessary to eliminate
corporate-level tax to the Company. Until Listing occurs, the Company will not
encumber Properties in connection with any borrowing. If Listing occurs,
however, the Board of Directors may elect to cause the Company to borrow funds
in connection with the purchase of additional Properties or for other Company
purposes and to encumber any or all of the Company's Properties in connection
with any such borrowing. The aggregate borrowing of the Company, secured and
unsecured, shall be reasonable in relation to Net Assets of the Company and
shall be reviewed by the Board of Directors at least quarterly. The Board of
Directors anticipates that the aggregate amount of any borrowing will not exceed
50% of Real Estate Asset Value, although the maximum amount of borrowing in
relation to Net Assets, in the absence of a satisfactory showing that a higher
level of borrowing is appropriate, shall not exceed 300% of Net Assets (an
amount which the Company anticipates will correspond to approximately 75% of
Real Estate Asset Value). Any excess in borrowing over such 300% level shall
occur only with approval by a majority of the Independent Directors and will be
disclosed and explained to stockholders in the first quarterly report of the
Company prepared after such approval occurs. Any additional financing obtained
to fund Secured Equipment Leases may not exceed 10% of aggregate gross proceeds
of the Company's Prior Offerings, this offering and any subsequent offering.
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PENDING INVESTMENTS
As of December 31, 1997, the Company had initial commitments to acquire
seven properties, including six properties consisting of land and building and
one property consisting of building only. The acquisition of each of these
properties is subject to the fulfillment of certain conditions, including, but
not limited to, a satisfactory environmental survey and property appraisal.
There can be no assurance that any or all of the conditions will be satisfied
or, if satisfied, that one or more of these properties will be acquired by the
Company. If acquired, the leases of all seven of these properties are expected
to be entered into on substantially the same terms described in the section of
the Prospectus entitled "Business -Description of Property Leases."
In connection with the IHOP property in Saugus, Massachusetts, the
Company anticipates owning only the building and not the underlying land.
However, the Company anticipates entering into a landlord estoppel agreement
with the landlord of the land and a collateral assignment of the ground lease
with the lessee in order to provide the Company with certain rights with respect
to the land on which the building is located.
Set forth below are summarized terms expected to apply to the leases
for each of the properties. More detailed information relating to a property and
its related lease will be provided at such time, if any, as the property is
acquired.
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ˇ Enlarge/Download Table
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
-------- --------------- ------------------- --------------- ------------------
Boston Market 15 years; five 10.38% of the Company's for each lease year after at any time
Colorado Springs, CO five-year renewal total cost to purchase the the fifth lease year, (i) after the
Existing restaurant options property; increases by 10% 4% of annual gross sales fifth lease
after the fifth lease year minus (ii) the minimum year
and after every five years annual rent for such lease
thereafter during the lease year
term
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Dubuque, IA (#2) five-year renewal the amount by which annual first through
Restaurant to be options gross sales exceed a to be seventh lease
constructed determined breakpoint years and the
tenth through
lease years
fifteenth only
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ˇ Enlarge/Download Table
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
-------- --------------- ------------------- --------------- ------------------
Golden Corral 15 years; four 10.75% of Total Cost (1) for each lease year, 5% of during the
Edmond, OK five-year renewal the amount by which annual first through
Restaurant to be options gross sales exceed a to be seventh lease
constructed determined breakpoint years and the
Ground Round 20 years; five 10.25% of the Company's (2) at any time
Maple Shade, NJ five-year renewal total cost to purchase the after the
Existing restaurant options property seventh lease
year
IHOP (3) (4) 11.78% of the Company's for each lease year, (i) 3% at any time
Saugus, MA total cost to purchase the of annual gross sales minus after the
Existing restaurant building; increases by (ii) the minimum annual fifth lease
5.81% after the fifth lease rent for such lease year year
year, 4.66% after the tenth
lease year, and 2.83% after
the fifteenth lease year
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ˇ Enlarge/Download Table
Lease Term and
Property Renewal Options Minimum Annual Rent Percentage Rent Option to Purchase
-------- --------------- ------------------- --------------- ------------------
Ruby Tuesday's 20 years; two 11% of Total Cost (1); for each lease year, (i) 6% at any time
Georgetown, KY five-year renewal increases by 10% after the of annual gross sales minus after the
Restaurant to be options fifth lease year and after (ii) the minimum annual seventh lease
constructed every five years thereafter rent for such lease year year
during the lease term
Shoney's 20 years; two 11% of Total Cost (1); for each lease year, (i) 6% at any time
Phoenix, AZ (#4) five-year renewal increases by 10% after the of annual gross sales minus after the
Restaurant to be options fifth lease year and after (ii) the minimum annual seventh lease
renovated every five years thereafter rent for such lease year year
during the lease term
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FOOTNOTES:
(1) The "Total Cost" is equal to the sum of (i) the purchase price of the
property, (ii) closing costs, and (iii) actual development costs
incurred under the development agreement.
(2) For each lease year, percentage rent shall be calculated upon the
amount by which gross sales exceed a to be determined breakpoint (base
sales) as follows; 6% for an increase of 0% to 33.33% above base sales,
5.5% for an increase of 33.34% to 66.7% above base sales, and 5% for an
increase of 66.8% to 100% above base sales. For increases in gross
sales in excess of 100%, percentage rent shall decrease by .5% for
every additional 33.33% increase above base sales.
(3) The Company anticipates owning the building only for this property. The
Company will not own the underlying land; although, the Company
anticipates entering into a landlord estoppel agreement with the
landlord of the land and a collateral assignment of the ground lease
with the lessee in order to provide the Company with certain rights
with respect to the land on which the building is located.
(4) The lease term shall expire upon the earlier of (i) the date 20 years
from the date of closing, (ii) the expiration of the original term of
the ground lease, or (iii) the earlier termination of the ground lease.
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SALE OF PROPERTIES AND SECURED EQUIPMENT LEASES
During the nine months ended September 30, 1997, the Company
sold five of its Properties to tenants for a total of approximately
$6,301,000. The Company reinvested the net sales proceeds from the sale
of Properties in additional Properties. In addition, during the nine
months ended September 30, 1997, the Company sold the Equipment relating
to four Secured Equipment Leases to the tenants and used the proceeds
therefrom to repay amounts previously advanced under its Line of Credit.
SELECTED FINANCIAL DATA
The following table sets forth certain financial information for the
Company, and should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements included in Exhibit B to this Prospectus.
ˇ Enlarge/Download Table
May 2,
1994 (Date
of Inception)
Nine Months Ended Year Ended through
September 30, 1997 September 30, 1996 December 31, December 31,
(Unaudited) (Unaudited) 1996 1995 1994
------------------ ------------------ ------ ------ -------------
Revenues $12,252,450 $3,883,714 $6,206,684 $ 659,131 $ -
Net earnings 9,737,809 2,757,759 4,745,962 368,779 -
Cash distributions declared (1) 10,879,969 3,403,427 5,436,072 638,618 -
Funds from operations (2) 10,834,302 3,080,556 5,257,040 469,097 -
Earnings per Share 0.48 0.41 0.59 0.19 -
Cash distributions declared per Share 0.55 0.53 0.71 0.34 -
Weighted average number of Shares
outstanding (3) 20,368,867 6,771,120 8,071,670 1,898,350 -
September 30, 1997 September 30, 1996 December 31, December 31, December 31,
(Unaudited) (Unaudited) 1996 1995 1994
------------------ ------------------ ------------ ------------ ------------
Total assets $288,151,045 $97,998,150 $134,825,048 $33,603,084 $929,585
Total equity 255,603,278 89,528,514 122,867,427 31,980,648 200,000
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(1) Approximately eight percent, 12 percent, 13 percent and 42
percent of cash distributions ($0.04, $0.06, $0.06 and $0.14
per Share) for the nine months ended September 30, 1997 and
1996, and the years ended December 31, 1996 and 1995,
respectively, represent a return of capital in accordance with
generally accepted accounting principles ("GAAP"). Cash
distributions treated as a return of capital on a GAAP basis
represent the amount of cash distributions in excess of
accumulated net earnings on a GAAP basis. The Company has not
treated such amount as a return of capital for purposes of
calculating Invested Capital and the Stockholders' 8% Return.
(2) Funds from operations ( "FFO "), based on the revised
definition adopted by the Board of Governors of NAREIT and as
used herein, means net earnings determined in accordance with
generally accepted accounting principles ( "GAAP "), excluding
gains or losses from debt restructuring and sales of property,
plus depreciation and amortization of real estate assets, and
after adjustments for unconsolidated partnerships and joint
ventures. FFO was developed by NAREIT as a relative measure
of performance and liquidity of an equity REIT in order to
recognize that income-producing real estate historically has
not depreciated on the basis determined under GAAP. However,
FFO (i) does not represent cash generated from operating
activities determined in accordance with GAAP (which, unlike
FFO, generally reflects all cash effects of transactions and
other events that enter into the determination of net
earnings), (ii) is not necessarily indicative of cash flow
available to fund cash needs and (iii) should not be
considered as an alternative to net earnings determined in
accordance with GAAP as an indication of the Company's
operating performance, or to cash flow from operating
activities determined in accordance with GAAP as a measure of
either liquidity or the Company's ability to make
distributions. Accordingly, the Company believes that in
order to facilitate a clear understanding of the consolidated
historical operating results of the Company, FFO should be
considered in conjunction with the Company's net earnings and
cash flows as reported in the accompanying consolidated
financial statements and notes thereto. See Exhibit B -
Financial Information.
(3) The weighted average number of Shares outstanding is based
upon the period the Company was operational.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OF THE COMPANY
INTRODUCTION
The Company is a Maryland corporation that was organized on May 2,
1994, to acquire Properties, directly or indirectly through Joint Venture or
co-tenancy arrangements, to be leased on a long-term, "triple-net" basis to
operators of certain Restaurant Chains. In addition, the Company may provide
Mortgage Loans for the purchase of buildings, generally by borrowers that lease
the underlying land from the Company. To a lesser extent, the Company may offer
Secured Equipment Leases to operators of Restaurant Chains.
LIQUIDITY AND CAPITAL RESOURCES
In April 1995, the Company commenced the Initial Offering of its shares
of common stock. During the period April 1, 1995 through February 6, 1997, the
Company received subscription proceeds of $150,591,765 (15,059,177 shares)
including $591,765 (59,177 shares) pursuant to the Company's Reinvestment Plan,
from the Initial Offering, thereby completing such offering. Following the
completion of the Initial Offering on February 6, 1997, the Company commenced
this offering. As of September 30, 1997, the Company had received subscription
proceeds of $137,883,078 (13,788,308 shares) from this offering, including
$1,183,289 (118,329 shares) pursuant to the Reinvestment Plan.
As of September 30, 1997, net proceeds to the Company from the Initial
Offering and this offering, after deduction of selling commissions, marketing
support and due diligence expense reimbursement fees and offering expenses
totalled $257,685,387. Approximately $230,368,000 of such amount had been used
to invest,
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or committed for investment, in 212 Properties (16 Properties which were under
construction as of September 30, 1997), in providing mortgage financing of
$17,047,000 and to pay acquisition fees to the Advisor totalling $12,981,368 and
certain acquisition expenses. The Company acquired 15 of the 212 Properties from
Affiliates for purchase prices totalling approximately $11,000,000. The
Affiliates had purchased and temporarily held title to these Properties in order
to facilitate the acquisition of the Properties by the Company. Each Property
was acquired at a cost no greater than the lesser of the cost of the Property to
the Affiliate (including carrying costs) or the Property's appraised value.
In connection with the 16 Properties under construction at September
30, 1997, the Company has entered into various development agreements with
tenants which provide terms and specifications for the construction of buildings
the tenants have agreed to lease. The agreements provide a maximum amount of
development costs (including the purchase price of the land and closing costs)
to be paid by the Company. The aggregate maximum development costs the Company
has agreed to pay are approximately $20,121,000, of which approximately
$13,390,000 had been incurred as of September 30, 1997. The buildings under
construction as of September 30, 1997, are expected to be operational by March
1998. In connection with the purchase of each Property, the Company, as lessor,
entered into a long-term lease agreement.
During the nine months ended September 30, 1997, the Company sold five
of its Properties and the Equipment relating to four Secured Equipment Leases to
tenants. The Company received net proceeds of approximately $7,612,000 which was
equal to the carrying value of the Properties and the Equipment at the time of
the sale. As a result, no gain or loss was recognized for financial reporting
purposes. The Company reinvested the proceeds from the sale of Properties in
additional Properties. The Company used the net sales proceeds relating to the
sale of the Equipment to repay amounts previously advanced under the Line of
Credit.
During the period October 1, 1997 through December 31, 1997, the
Company acquired 32 additional Properties (seven on which restaurants are being
constructed ) for cash at a total cost of approximately $34,231,500. Three of
the Properties were acquired from an Affiliate for approximately $3,674,000. In
connection with the three Properties acquired from an Affiliate, the Affiliate
had purchased and temporarily held title to the three Properties in order to
facilitate the acquisition of the Properties by the Company. The three
Properties were acquired at a cost no greater than the lesser of the cost of
each Property to the Affiliate, including its carrying costs, or the Property's
appraised value. In connection with the purchase of each of the 32 Properties,
the Company, as lessor, entered into a long-term lease agreement. The buildings
under construction are expected to be operational by August 1998. The Company
currently is negotiating to acquire additional Properties, but as of December
31, 1997, had not acquired any such Properties.
As of December 31, 1997, the Company had received aggregate
subscription proceeds of $361,764,864 (36,176,486 shares) from the Initial
Offering and this offering, including $2,464,413 (246,441 shares) through its
Reinvestment Plan. As of December 31, 1997, the Company had invested or
committed for investment approximately $274,720,000 of aggregate net proceeds
from the Initial Offering and this offering in 244 Properties, in providing
mortgage financing to the tenants of 44 Properties consisting of land only and
two additional Properties through Mortgage Loans and in paying acquisition fees
and certain acquisition expenses, leaving approximately $50,192,000 in aggregate
net offering proceeds available for investment in Properties and Mortgage Loans.
The Company expects to use the uninvested Net Offering Proceeds, plus
any Net Offering Proceeds from the sale of additional Shares, to purchase
additional Properties, to fund construction costs relating to the Properties
under construction and to make Mortgage Loans. The number of Properties to be
acquired and Mortgage Loans to be entered into will depend upon the amount of
Net Offering Proceeds available to the Company, although the Company is expected
to have a total portfolio of 400 to 450 Properties if the maximum number of
Shares are sold in this offering. The Company expects to use the proceeds of the
Line of Credit to fund the Secured Equipment Lease program. The Company intends
to limit the amount of Secured Equipment Leases it enters into to ten percent of
gross offering proceeds from its offerings.
On October 10, 1997, the Company filed a registration statement with
the Securities and Exchange Commission in connection with the proposed sale by
the Company of up to 34,500,000 shares of common stock in the Subsequent
Offering expected to commence in February 1998. Of the 34,500,000
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shares of common stock to be offered, 2,000,000 will be available only to
stockholders purchasing through the Reinvestment Plan. The price per share and
the other terms of the Subsequent Offering, including the percentage of gross
proceeds payable to the Managing Dealer for selling commissions and expenses in
connection with the offering, payable to the Advisor for acquisition fees and
acquisition expenses and reimbursable to the Advisor for offering expenses, will
be the same as those for this offering. Net proceeds from the Subsequent
Offering will be invested in additional Properties and Mortgage Loans.
The Company has entered into a revolving $35,000,000 unsecured Line of
Credit with a bank to fund Secured Equipment Leases and to purchase and develop
Properties or fund Mortgage Loans. The advances will bear interest at a rate of
LIBOR plus 1.65% or the bank's prime rate, whichever the Company selects at the
time of borrowing. Interest only will be repayable monthly until July 31, 1999,
at which time all remaining interest and principal shall be due. The Line of
Credit provides for two one-year renewal options. Management believes that
during the offering period the Line of Credit will allow the Company to make
investments that the Company otherwise would be forced to delay until it raised
sufficient offering proceeds. Advances used to fund Secured Equipment Leases
will be repaid using payments received from Secured Equipment Leases and will be
refinanced in regard to any Secured Equipment Lease not fully repaid at the end
of the term of the Line of Credit. Advances used to purchase and develop
Properties and fund Mortgage Loans will be repaid using additional offering
proceeds from this offering or refinanced on a long-term basis. The Company will
not encumber Properties in connection with the Line of Credit.
The Company does not intend to use Net Offering Proceeds to fund
Secured Equipment Leases; however, as of December 31, 1997, the Company had used
$19,000,000 of uninvested Net Offering Proceeds to temporarily reduce the
balance outstanding under the Line of Credit pending investment of such offering
proceeds in Properties or Mortgage Loans in order to reduce interest expense
incurred by the Company.
Properties are and will be leased on a triple-net basis, meaning that
tenants are generally required to pay all repairs and maintenance, property
taxes, insurance and utilities. Rental payments under the leases are expected to
exceed the Company's operating expenses. For these reasons, no short-term or
long-term liquidity problems currently are anticipated by management.
Until Properties are acquired, or Mortgage Loans are entered into, Net
Offering Proceeds are held in short-term, highly liquid investments which
management believes to have appropriate safety of principal. This investment
strategy provides high liquidity in order to facilitate the Company's use of
these funds to acquire Properties or to fund Mortgage Loans at such time as
Properties suitable for acquisition and investments in Mortgage Notes are
identified.
At September 30, 1997, the Company had $41,324,755 invested in such
short-term investments, as compared to $42,450,088 at December 31, 1996. These
funds will be used primarily to purchase and develop or renovate Properties
(directly or indirectly through joint venture arrangements), to make Mortgage
Loans, to pay offering and acquisition costs, to pay Distributions to
stockholders, to temporarily reduce amounts outstanding under the Company's Line
of Credit pending the investment of Net Offering Proceeds, to meet Company
expenses and, in management's discretion, to create cash reserves.
During the nine months ended September 30, 1997 and 1996, Affiliates of
the Company incurred on behalf of the Company $1,794,722 and $615,600,
respectively, for certain offering expenses, $428,114 and $136,341,
respectively, for certain acquisition expenses, and $291,633 and $208,156 ,
respectively, for certain operating expenses. As of September 30, 1997, the
Company owed the Advisor $689,214 for such amounts, unpaid acquisition fees and
accounting and administrative expenses. As of October 31, 1997, the Company had
reimbursed all such amounts. The Advisor has agreed to pay or reimburse to the
Company all offering expenses in excess of three percent of the aggregate gross
proceeds from the Company's offerings. As of September 30, 1997, the offering
expenses had not exceeded this amount.
During the nine months ended September 30, 1997 and 1996, the Company
generated cash from operations (which includes cash received from tenants and
interest and other income received, less cash paid for operating expenses) of
$10,800,147 and $3,244,519, respectively. Based on current
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and anticipated future cash from operations, the Company declared Distributions
to the stockholders of $10,879,969 and $3,403,427 during the nine months ended
September 30, 1997 and 1996, respectively. In addition, on October 1, 1997,
November 1, 1997, and December 1, 1997, the Company declared Distributions to
its stockholders totalling $1,845,170, $1,991,363 and $2,139,006, respectively,
payable in December 1997. For the nine months ended September 30, 1997 and 1996,
approximately 92 and 88 percent, respectively, of the Distributions received by
stockholders were considered to be ordinary income and approximately eight and
12 percent, respectively, were considered a return of capital for federal income
tax purposes. However, no amounts distributed or to be distributed to the
stockholders as of December 31, 1997, are required to be or have been treated by
the Company as a return of capital for purposes of calculating the stockholders'
return on their invested capital.
Management believes that the Properties are adequately covered by
insurance. In addition, the Advisor obtained contingent liability and property
coverage for the Company. This insurance policy is intended to reduce the
Company's exposure in the unlikely event a tenant's insurance policy lapses or
is insufficient to cover a claim relating to the Property. The Company's
investment strategy of acquiring Properties for cash and leasing them under
triple-net leases to operators who meet specified financial standards is
expected to minimize the Company's operating expenses.
Due to the fact that the Properties are leased on a long-term,
triple-net basis, management does not believe that working capital reserves are
necessary at this time. Management has the right to cause the Company to
maintain reserves if, in their discretion, they determine such reserves are
required to meet the Company's working capital needs.
Management expects that the cash generated from operations will be
adequate to pay operating expenses.
RESULTS OF OPERATIONS
As of September 30, 1997, the Company and its consolidated joint
venture, CNL/Corral South Joint Venture (hereinafter, collectively referred to
as the Company) had purchased and entered into long-term, triple-net leases for
217 Properties (including five Properties which were sold in 1997).
The Property leases provide for minimum base annual rental payments
ranging from approximately $34,800 to $467,500, which are payable in monthly
installments. In addition, certain leases provide for percentage rent based on
sales in excess of a specified amount. The majority of the leases also provide
that, commencing in generally the sixth lease year, the annual base rent
required under the terms of the leases will increase. In connection therewith,
during the nine months ended September 30, 1997 and 1996, the Company earned
$9,636,626 and $2,667,866, respectively, in rental income from operating leases
and earned income from direct financing leases from 217 Properties and 23
Secured Equipment Leases in 1997 (including five Properties and four Secured
Equipment Leases which were sold during the nin