Exhibit 10.1
SALE AND LEASEBACK AGREEMENT
THIS SALE AND LEASEBACK AGREEMENT, dated December 29, 2005 (the
"AGREEMENT"), is between Command Center, Inc., a Washington corporation with
offices at 0000 X. Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 ("COMMAND"), and Xxxx
X. Xxxxxxx, an individual residing at 0000 X. Xxxx Xxxxx Xxxx, Xxxxxxx Xxxx,
Xxxxxxxxxx 00000 ("XXXXXXX").
PREAMBLE
On November 22, 2005, COMMAND closed the purchase of a building located at
0000 X. Xxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 (the "Building").
COMMAND intended to finance the building through Sterling Savings Bank in
order to free up funds for expansion of the business.
It now appears that COMMAND has additional expansion opportunities that
make a sale and lease back of the building more attractive to the COMMAND in the
near term.
After discussion between COMMAND and XXXXXXX, XXXXXXX agreed to purchase
the building from COMMAND and lease it back to COMMAND on favorable terms in
accordance with this AGREEMENT.
NOW THEREFORE, in consideration of the provisions of this AGREEMENT,
COMMAND and XXXXXXX agree as follows:
1) PURCHASE OF THE BUILDING. XXXXXXX will purchase the building from COMMAND
for $1,125,000.
2) XXXXXXX LOAN. On November 22, 2005, in conjunction with the purchase of
the building by COMMAND, XXXXXXX loaned COMMAND $600,000 at 6% interest
per annum, to be repaid out of the financing proceeds from the anticipated
loan from Sterling Savings Bank. This loan, plus accrued interest in the
amount of $3,650 shall be offset against the purchase price as of December
29, 2005. The remainder of the purchase price, in the amount of $521,350
shall be paid in cash on or before January ___, 2006.
3) TITLE INSURANCE. If required by a lender of XXXXXXX'x choosing, COMMAND
will pay for a Standard Purchaser's Title Insurance policy in favor of
XXXXXXX.
4) TITLE. Title to the property shall be conveyed by Warranty Deed. The
Warranty Deed and Legal Description included therein are attached and
incorporated herein by reference.
5) ACTIONS OF COMMAND. COMMAND acknowledges that XXXXXXX intends to refinance
the purchase of the building through Sterling Savings Bank sometime in
January. COMMAND agrees to provide such additional information as may be
required to facilitate XXXXXXX'x loan with Sterling and to cooperate with
XXXXXXX and Sterling to complete the loan in a timely manner.
6) LEASEBACK. COMMAND agrees to lease the building from XXXXXXX for a three
year term commencing on January 1, 2006 at a monthly rental of $10,000 per
month, triple net. XXXXXXX also grants COMMAND an option to extend the
lease for an additional two year term. If COMMAND wishes to extend the
term of the LEASEBACK for the two year extension period, COMMAND must
notify XXXXXXX of its intention no later than thirty days prior to
expiration of the initial lease term.
7) REPURCHASE RIGHT. XXXXXXX grants to COMMAND the right to repurchase the
building at any time after January 1, 2008, provided COMMAND is still
leasing the building from XXXXXXX at the time it elects to repurchase. The
repurchase price shall be $1,125,000 payable in cash at closing.
8) PAYMENT OF RENT. At COMMAND's option, it may pay the monthly rental to
XXXXXXX in cash or by issuance of restricted common stock of COMMAND,
provided such stock issuances may be accomplished in compliance with
applicable rules and regulations of the United States Securities and
Exchange Commission (SEC) and State Securities Administrators (Blue Sky
Regulations). If paid in restricted common stock, such shares shall be
valued for this purpose at 80% of the bid price as quoted in the
Over-The-Counter Bulletin Board market operated by NASDAQ, or such other
securities market on which COMMAND's common stock is traded.
9) SUBLETTING. XXXXXXX acknowledges that the Building comprises more space
than COMMAND needs. COMMAND may sublet a part or parts of the building
that it is not using to other lessees at COMMAND's election. Any
subletting shall be the responsibility of COMMAND and will not affect any
of COMMAND's obligations un the leaseback portion of this AGREEMENT.
10) AFFILIATE DISCLOSURE. XXXXXXX is an affiliate of COMMAND through ownership
and in his capacity as a director of COMMAND. This SALE AND LEASEBACK
AGREEMENT requires approval of the Board of Directors of COMMAND and will
require filing of a Current Report on Form 8-K with the SEC. XXXXXXX
agrees to abstain from voting on approval of this AGREEMENT, and agrees to
cooperate with COMMAND in filing any necessary reports with the SEC.
Consent minutes approving this AGREEMENT are attached and incorporated by
this reference. The Form 8-K filing is also attached for reference.
Executed the day and year first above written.
COMMAND CENTER, INC. XXXX X. XXXXXXX
/s/ Xxxx X. Xxxx /s/ Xxxx X. Xxxxxxx
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By: Xxxx X. Xxxx, Secretary
