1
EXHIBIT 8
September 9, 1997
VIA TELECOPY AND
FEDERAL EXPRESS
Xx. Xxxxxxx X. Xxxx, Senior Vice President
The Ground Round, Inc.
00 Xxxxxxxxx Xxxx Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
RE: $20,000,000.00 OF SALE/LEASEBACK FINANCING FOR THE GROUND ROUND, INC.
(THE "PROPERTIES")
Dear Sirs:
CNL Fund Advisors, Inc. (the "Company") hereby issues this commitment
letter ("Commitment") by which it agrees to enter, or cause an affiliate to
enter, into sale-leaseback transactions with The Ground Round, Inc. (as
"Seller/Lessee") for an amount not to exceed Twenty Million Dollars
($20,000,000.00) plus costs approved herein for properties which are to be
operated as The Ground Round or Gold Fork Restaurants, or any other restaurant
operated by Seller/Lessee, (the "Properties"). Up to Two Million Dollars
($2,000,000.00) of this Commitment plus costs approved herein shall be funded
following completion of renovations and repairs of the restaurants located in
Coon Rapids, Minnesota and Bridgeton, Missouri, provided that the closing occurs
on or before September 4, 1998. Seller/Lessee agrees to make the Properties
available for acquisition and leaseback within the time periods and subject to
the terms and conditions set forth herein.
Seller/Lessee may withdraw from consideration and funding any Property
which does not meet the requirements of this Commitment; additionally,
Seller/Lessee may withdraw from consideration the Properties located in Coon
Rapids, Minnesota and/or Bridgeton, Missouri in the event Seller/Lessee elects
not to repair and renovate such Properties. In the event fifteen (15) Properties
having an agreed Purchase Price (as hereinafter defined) of at least Fifteen
Million Dollars ($15,000,000.00) are not available which meet the requirements
of this Commitment, then this Commitment and the obligations hereunder may be
terminated by either party; however, in such event, Seller/Lessee shall
reimburse the Company for reasonable costs incurred in connection with any
withdrawn properties, subject to the limitations set forth in this Commitment.
2
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 2
This Commitment provides funding for the acquisition of Properties
beginning as of the date hereof. Subject to the Seller/Lessee's delivery and
Company's satisfactory review of the items required by this Commitment, the
parties will use their best efforts to close on all Properties except the Xxxx
Rapids and Bridgeton sites by September 30, 1997, and to close the Xxxx Rapids
and Bridgeton sites by September 4, 1998. Funding under this Commitment and the
obligations of the Company hereunder are both expressly conditioned upon: (a)
approval of each Property by the Company based on a physical inspection of the
Properties and a review of the site and other information to be provided to the
Company by Seller/Lessee and specified in the following paragraph; and (b)
restructuring of Seller/Lessee's term debt in a manner satisfactory to Company.
Within ten (10) days following the full execution of this Commitment,
Seller/Lessee shall submit to the Company, in writing, a list of the prospective
Properties for acquisition by the Company which lists shall specify the
estimated Purchase Prices (as defined below). Seller/Lessee has furnished
certain information regarding the prospective Properties which will be reviewed
by Company, in the form of Phase I environmental reports, surveys and title
commitments; other information shall either by furnished by Seller/Lessee or
obtained by Company as provided in this Commitment. Company shall use its best
efforts to review the Phase I environmental reports by September 2, 1997, and
notify Seller/Lessee regarding: (a) those Properties which are rejected on the
basis of such reports; and (b) those Properties whose Phase I environmental
reports require further clarification prior to a determination of approval of
such reports. Upon receipt of such information, Seller/Lessee may elect to
withdraw one or more Properties from consideration, and shall by September 5,
1997, authorize Company to proceed with its due diligence review on all
Properties which are not theretofore rejected or removed from consideration,
including without limitation, ordering appraisals and conducting physical
inspections of the Properties.
This Commitment is made subject to the following terms and conditions:
1. Purchase Price. The purchase price for each Property (the "Purchase
Price") shall be subject to the total amount of this Commitment, subject to the
appraisal requirements set forth in Paragraph 8B of this Commitment, and shall
equal the total of (i) the purchase price of the land and building improvements
as established by agreement of Seller/Lessee and Company, plus (ii) all approved
Seller/Lessee closing costs, plus (iii) all Company closing and acquisition
costs. All Company acquisition costs incurred in connection with this
transaction shall be paid by Seller/Lessee, but as indicated above the Company
will permit Seller/Lessee to include them in the Purchase Price so that the
costs will be funded at closing out of the sale-leaseback proceeds. Company
acquisition costs will include an appraisal fee (approximately $2,500 per
property), Company's legal fees equal to 0.65% of the Purchase Price, travel and
lodging expenses (not to exceed $1,000.00 per site) related to the physical
inspection of each Property by a Company representative, and related
miscellaneous out-of-pocket expenses (e.g., telecopy and Federal Express
3
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 3
charges). Seller/Lessee's closing costs which may be included in the Purchase
Price include title insurance premiums, transfer taxes or stamps, environmental
audit costs, survey costs, recording fees, Seller/Lessee's legal fees and costs,
Seller/Lessee's brokerage fees, and other closing costs.
2. Contract for Purchase and Sale. Prior to each closing, the Company
and Seller/Lessee shall enter into a contract for purchase and sale consistent
with this Commitment and containing such commercially reasonable representations
and warranties as may be required by the Company. The form of such contract
shall be mutually satisfactory to Seller/Lessee and Company.
3. Lease. The lease agreements to be entered into between the Company
and Seller/Lessee (the "Lease") shall be in form reasonably satisfactory to
Seller/Lessee and Company. The Lease shall include the following provisions:
A. Term. The primary term of the Lease will be twenty
(20) years with five (5) successive five (5) year
renewal options.
B. Rent. The initial annual minimum rent ("Minimum
Rent") under the Lease shall be equal to ten and
one-quarter percent (10.25%) multiplied by the
Purchase Price. A percentage rent sum ("Percentage
Rent") shall be due and payable in addition to the
Minimum Rent. Percentage Rent shall be payable within
thirty (30) days following the end of each Lease
Year. For purposes of calculating Percentage Rent,
Seller/Lessee and Company shall agree on a base level
for gross sales for each store (the "Base Sales") and
Percentage Rent shall be calculated upon the amount
of gross sales above the Base Sales for such stores.
The amount of such Percentage Rent shall be
calculated according to the following:
Increase above Base Sales Percentage Rent
------------------------- ---------------
0 - 33.33% increase 6%
33.34 - 66.7% increase 5.5%
66.8 - 100% increase 5.0%
For increases in gross sales in excess of 100%, then Percentage Rent shall
decrease by 0.5% for every additional 33.33% increase above Base Sales.
Percentage Rent shall be calculated on a pro rata basis for any partial Lease
Year.
4
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 4
C. Late Charges. The lease shall contain provisions
regarding the payment of additional charges by
Seller/Lessee in the event payments due under the
lease are not timely received.
D. Insurance, Taxes, Utilities, Maintenance and Repairs.
The Lease shall be absolutely triple net.
Accordingly, Seller/Lessee shall pay all taxes and
assessments, utilities, maintenance costs, repair
costs, the costs of replacing obsolete components,
and insurance costs applicable to both the Property
and any equipment thereon. Seller/Lessee will be
required to maintain the Property and all components
thereof to a standard which complies with the Lease.
At or prior to the closing, Seller/Lessee shall
deliver to the Company certificates of insurance
evidencing (i) "all risk" property insurance
(including earthquake and flood insurance, where
applicable and if available) in an amount not less
than the insurable replacement cost of the Property
with any deductible in excess of One Hundred Thousand
Dollars ($100,000.00) to be approved by Company (such
approval not to be unreasonably withheld), (ii)
commercial general liability insurance and liquor
liability insurance, each in an amount not less than
One Million Dollars ($1,000,000.00) for each
occurrence, with any deductible in excess of Two
Hundred and Fifty Thousand Dollars ($250,000.00) to
be approved by the Company (such approval not to be
unreasonably withheld), and with an umbrella policy
in an amount not less than Six Million Dollars
($6,000,000.00) per occurrence in excess of the
general liability and liquor liability coverages
required above, and (iii) rental value insurance
covering risk of loss due to the occurrence of any of
the hazards insured against under Tenants' "all risk"
coverage insurance and providing coverage in an
amount sufficient to permit the payment of rents
payable hereunder for a period (in such case) of not
less than six (6) months, provided such coverage is
available at commercially reasonable rates. In each
case, all insurance shall name the Company and/or its
affiliates as an additional insured and coverage may
not be canceled without thirty (30) days prior
written notice to the Company. All insurance
companies shall be selected by Seller/Lessee, rated A
minus (A-) or better by Best's Insurance Rating
Service (or if Best's Insurance Rating Service no
longer rates insurance companies, then by a similar
rating service and for a reasonable equivalent
rating), and shall be acceptable to the Company in
Company's reasonable discretion.
E. Assignability of Lease Interest. Seller/Lessee shall
have the right to sublease the Property or assign its
rights under the Lease, but only if: (1)
Seller/Lessee
5
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 5
remains fully liable for Seller/Lessee's obligations
under the Lease; and (2) the Property is used for the
operation of a nationally or regionally recognized
restaurant or retail chain and which does not violate
any applicable governmental zoning codes, and which
is not noxious or offensive, and which does not
relate to the sale or exhibition of sexually explicit
material; and (3) the sublessee or assignee has a
financial worth and ability to generate percentage
rentals at the Property in amounts not less than
Seller/Lessee. Seller/Lessee shall have the full and
free right to sublet, assign, or otherwise transfer
its interest in the Lease and the premises described
therein to a subsidiary of Seller/Lessee or to a
franchisee or any parent or operating subsidiary of
Seller/Lessee, or a corporation or other entity with
which Seller/Lessee may merge or consolidate or to
which Seller/Lessee may sell all or a substantial
portion of its assets or stock, without the Company's
approval, written or otherwise; provided, however,
that the Property shall be used only as it was used
prior to such transfer event. No assignment or
subletting shall operate to release Seller/Lessee
from its obligations under the Lease. In connection
with and prior to any permitted assignment or
subletting, Seller/Lessee shall give the Company
written notice of such an assignment or subletting
together with (i) a copy of the assignment or
subletting documents, and the name, address and
telephone number of the assignee or sublet tenant and
(ii) a new insurance policy and binder naming the
assignee or sublet tenant operator and occupant of
the Property. The Company may assign its rights under
the Lease without Seller/Lessee's consent in
connection with a transfer of the Property to any
affiliate of the Company, and in such event,
Seller/Lessee's right of first refusal (defined
elsewhere in this Commitment) shall not apply to such
assignment and transfer., but shall remain in full
force and effect.
F. Conduct of Business. Except as may be permitted in 7E
above, the use of the Property shall be limited to
the operation of The Ground Round or Gold Fork
Restaurant or any other restaurant operated by
Seller/Lessee, and Seller/Lessee shall continuously
operate such restaurant on the Property except for
temporary closure due to repairs, Acts of God and
similar matters. The Seller/Lessee shall at all times
maintain the Property and operate its business in
material compliance with all applicable regulations
and requirements of all county, municipal, state,
federal and other governmental authorities, and
instruments of record affecting the Property which
are now in force or which are enacted during the term
of the Lease.
6
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 6
G. Form of Entity. Seller/Lessee must be duly formed and
in good standing under the laws of the state of its
formation and, if it is a foreign entity, it shall be
qualified to do business in the state where the
Property is located.
H. Cross Default. A monetary default under any Lease
which is not cured within the applicable cure period
provided for in the lease shall, at Company's option
be and constitute a default under all Leases.
I. Seller/Lessee's First Right of Refusal. The Lease
shall provide the Seller/Lessee with a first right of
refusal to purchase the Property on the same terms
and conditions as those contained in an offer
received by the Company from a third party if the
Company intends to accept such third party offer.
Seller/Lessee's right of first refusal shall not
apply to assignments and transfers made by the
Company to an affiliate of the Company.
J. Option to Purchase. At any time after the seventh (7)
Lease Year, the Seller/Lessee shall have the option
of purchasing the Property upon the terms and
conditions set forth in the Lease provided that
Seller/Lessee is not in default at the time of the
exercise of such option. The option to purchase the
Property shall terminate if the Seller/Lessee's right
of first refusal becomes operative, Seller/Lessee
does not exercise such right, and the offer
triggering Seller/Lessee's right of first refusal
closes. In the event the Seller/Lessee exercises its
option to purchase, the option purchase price shall
be the greater of:
i. The fair market value of the Property as of
the option exercise date determined by an
appraiser selected according to the
requirements of this section; or
ii. The Purchase Price paid by the Company for
the Property (as determined under Paragraph
1 hereof) plus twenty percent (20%).
For purposes of determining the fair market value of the Property, the Company
shall select an appraiser (at its expense) to determine the fair market value of
the Property and Seller/Lessee shall also select an appraiser (at its expense)
to determine the fair market value of the Property. If such appraisers cannot
agree on the fair market value of the Property as of the option exercise date
and the lower of the two appraisals is not less than ninety-five percent (95%)
of the higher appraisal, then the average of the two (2) appraisals shall be
conclusively considered to be the fair market value of the Property. If such
appraisers cannot agree on the fair market value of the Property
7
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 7
as of the option exercise date and the lower of the two appraisals is less than
ninety-five percent (95%) of the higher appraisal, then the two (2) appraisers
shall select a third appraiser (the expense of which shall be shared equally by
Seller/Lessee and the Company) to determine such fair market value and the
average of the three (3) appraisals shall be conclusively considered to be the
fair market value of the Property. If one party fails to select an appraiser
within thirty (30) days after the option exercise date, and the other party (the
"Second Party") does select an appraiser, then the Second Party may notify the
First Party that unless First Party has selected an appraiser within ten (10)
days following delivery of the said notice to the First Party, the Second
Party's appraisal shall be deemed to represent the fair market value of the
Property.
K. Non-Compete. During the term of the Lease and any
extensions thereof, Seller/Lessee shall not own an
interest in, or operate, another restaurant within a
two (2) mile radius of the Property. Seller/Lessee
may request a shorter radius on a case by case basis,
and Company agrees to reasonably consider such
request.
L. Guaranty. If The Ground Round, Inc. is not the
Seller/Lessee of the Property, then The Ground Round,
Inc. shall unconditionally guarantee Seller/Lessee's
full and faithful performance of all of
Seller/Lessee's obligations under the Lease.
5. Site Inspections. The Company reserves the right to physically
inspect and approve each Property proposed by Seller/Lessee for closing in
accordance with the transactions contemplated herein. Company shall conduct its
site inspections in a manner which is sensitive to the ongoing business at the
Properties.
6. Adverse Conditions. This Commitment shall be contingent upon no
material adverse change in the financial condition of Seller/Lessee or the
occurrence of any event which may, in the Company's reasonable judgment, have a
material adverse effect upon the Seller/Lessee. To that end, the Company shall
have the right to review quarterly unaudited statements of Seller/Lessee, along
with any other financial information the Company may reasonably require.
7. Legal Documents. Company's counsel will prepare all leases, purchase
agreements, and related documents, which documents shall be mutually acceptable
to all parties.
8. Required Documents. Not later than ten (10) days prior to any
closing, the Seller/Lessee must submit or cause to be submitted to the Company
or the Company shall have otherwise received the following documents or
information in form and substance satisfactory to the Company, and the Company
will use its best efforts to review such documents and information and
8
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 8
to prepare closing documentation in a timely manner. Failure to furnish any of
this information in a timely manner may delay the closing. The Company shall
have received and approved:
A. The Seller/Lessee has provided the Company with ALTA Owner's
Form of Title Insurance Commitments in the amount of the
Purchase Price issued by a National Division Office of First
American Title Insurance Company or another title insurance
company acceptable to the Company, which commitments have not
been reviewed at the time of this Commitment for sufficiency
and accuracy. A 50 year chain of title shall also be provided
to the Company, unless the Phase I environmental reports
provided to Company otherwise satisfy the historical data
search requirements of ASTM standards for such reports. The
title insurance commitment shall provide for extended coverage
and any reasonably necessary title endorsements reasonably
required by Company's counsel, and title shall be subject to
no material exceptions, unless approved in writing by the
Company prior to closing.
B. The Company shall order an appraisal completed by an appraiser
selected by the Company showing the fair market value of the
Property (including improvements to be funded by the Company)
meets Company's requirements.
C. The Seller/Lessee has provided the Company with Phase I
environmental assessment reports, and the Company is currently
reviewing same. Such reports must be dated within 180 days of
the date of closing, must be prepared according to ASTM
standards and including the review and delivery to the Company
of a 50 year chain of title report unless the reports
otherwise satisfy the historical data search requirements of
ASTM standards for such report), and must be approved by and
certified to the Company and its affiliates in accordance with
the Company's certification instructions (i.e., Company's
designation of the names to whom such reports should be
certified) prepared by an appropriately licensed professional
selected and approved by the Company, stating, among other
things, that:
i. There is a low likelihood of the existence on the
Property of the presence beyond minimum action levels
of petroleum, petrochemical, toxic or other hazardous
substances.
ii. Neither the Property nor any property within a
one-half (1/2) mile radius thereof (that by reason of
its elevation or relative groundwater gradient could
result in any contaminants migrating to the Property)
is identified on any local, state or federal register
as a site containing or potentially containing any
hazardous waste or toxic material beyond minimum
action levels;
9
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 9
iii. Nothing in the public records discloses a condition
or circumstance with respect to the Property which
may require or may hereafter require a clean-up,
removal or other remedial action or response which
could subject an owner of the Property to any
damages, penalties, claims, costs, or expenses;
iv. Based on an actual inspection of the Property and a
review of available public records it does not appear
that tanks or other facilities (including, but not
limited to, petroleum, petrochemical or hazardous
waste storage tanks or other facilities) are
presently (or have ever been unless removed in
accordance with law and with no further action
recommended by the applicable governmental authority)
located on, under or at the Property.
The firm providing the Phase I report or audit shall deliver to the Company (a)
a copy of their errors and omissions liability coverage policy, which shall be
in an amount which is not less than One Million Dollars ($1,000,000.00); (b) a
statement describing any pending or threatened litigation against such firm; and
(c) a resume of the engineers preparing such report or audit.
D. The Seller/Lessee shall provide the Company with a copy of the
most recent Property real estate tax xxxx and a copy of the
paid receipt therefor.
E. The Seller/Lessee shall provide the Company with two (2)
copies of a current survey (within 90 days prior to closing or
otherwise sufficient to permit deletion of the standard survey
exceptions for Company's owner title insurance policy) of the
Property certified to the Company and/or its affiliates (as
directed by the Company) and the title company, which survey
was prepared after the date hereof by a registered surveyor
acceptable to the Company and to the title company issuing the
title commitment. The survey must show all existing
improvements on the Property, all setback lines, all easements
and utility lines, and shall reveal no material encroachments,
unless waived by the Company.
F. The Seller/Lessee shall provide the Company with certificates
of insurance evidencing liability casualty insurance coverage
in the form and amounts required above.
G. Such documentation as is necessary to evidence the fact that
Seller/Lessee is validly organized and in good standing under
the laws of the state of its formation and that it is
authorized to do business in the state where the Property is
located, together with
10
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 10
such resolutions or approvals as are required for it to enter
into this Commitment and to consummate the transactions
contemplated hereby.
H. The name, address, telephone and contact name of the party who
currently provides Seller/Lessee's equipment financing
relating to the Property, if any, together with a list of all
items financed by the equipment lender/lessor.
I. The Seller/Lessee shall provide copies of all necessary
governmental permits, licenses and approvals required to
operate the Property as a Ground Round Restaurant (including
without limitation, the liquor license and the certificate of
occupancy or equivalent, issued by the applicable governmental
authority).
J. Such other information or documentation as the Company might
reasonably request as a prudent purchaser in order to finalize
the transactions contemplated hereby.
9. Opinion of Counsel. As a condition to closing, Company's counsel
shall require the opinion of Seller/Lessee's counsel as to such matters as
Company's counsel may deem appropriate, as to the following:
A. Seller/Lessee is duly organized and validly existing under the
laws of the state of their formation; has the power and its
representatives have been duly authorized to enter into the
transactions contemplated by this Commitment; and all
necessary approvals required to consummate the transactions
contemplated hereby have been obtained.
B. There is no threatened or pending litigation relating to
Seller/Lessee or any affiliate of Seller/Lessee which might
affect either the sale or lease of the Property, or the
operation of the contemplated business therein, or which might
have a material adverse affect upon the financial condition of
Seller/Lessee.
C. Seller/Lessee is not in material violation of any material
agreement, law, ordinance, regulation, ruling, court order or
other governmental enactment regarding the Property and that
consummation of the transactions contemplated hereby will not
place Seller/Lessee in violation of any such matter.
D. All documents executed by Seller/Lessee in connection with the
closing have been duly executed and delivered, constitute
valid and binding obligations of Seller/Lessee, and are
enforceable according to their terms.
11
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 11
10. Closing. At each closing, Seller/Lessee and Company shall each
execute and/or deliver to the Company all documents, monies, instruments and
other items required by this Commitment. Each party's obligation to close is
conditioned upon its receipt and approval of all such documents, monies,
instruments and items.
11. Applicable Law. This Commitment shall be construed in accordance
with the laws of the State of Florida. It is agreed that time shall be of the
essence all terms and provisions of this Commitment.
12. Survival. The terms and conditions of this Commitment shall survive
closing with respect to the transaction contemplated herein.
13. Not a Security Arrangement. The parties hereto acknowledge and
agree that the contemplated transactions are not intended as a security
arrangement or financing of real property, but rather shall be construed for all
purposes as true leases.
14. Company's Right of First Refusal. During the period of this
Commitment, the Company shall have the right to finance, and Seller/Lessee
agrees to place with the Company, up to Twenty Million Dollars ($20,000,000.00)
of sale/leaseback transactions. If during the one (1) year period following the
closing, Seller/Lessee desires to enter into restaurant real estate financing
transactions in excess of the funding limits to which the Company is then
committed, the Company shall have the right of first refusal to provide such
restaurant real estate financing on the same or better terms than are being
offered by any third party financing entity.
15. Commitment Period. This Commitment shall expire unless, on or
before ten (10) business days from the date of this Commitment set forth above,
this Commitment is accepted and returned to the Company. If the transactions
contemplated herein do not close within the time periods specified in this
Commitment due to Seller/Lessee's failure to comply with the terms of this
Commitment, then the Company shall have the option to terminate its obligations
hereunder, in which event this Commitment shall be of no further force or
effect.
16. Brokerage. The Seller/Lessee Company has engaged Xxxxx Lang Wootton
as broker with respect to the Properties subject to this Commitment, the sale of
Properties by Seller/Lessee to the Company and the leaseback thereof. In the
event any brokerage fee or commission is payable to Xxxxx Xxxx Xxxxxxx or any
other person or entity in connection with the transactions contemplated herein,
Seller/Lessee shall be responsible for paying such fee(s).
12
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 12
17. Assignment of Commitment. This Commitment is not assignable by
Seller/Lessee except to its parent or its affiliates. The Company may assign
this Commitment in whole or part to an affiliate of the Company without
Seller/Lessee's consent; however in the event of such assignment, Company shall
remain responsible for its obligations hereunder.
18. Faxed Counterparts as Originals. This Commitment may be signed in
counterparts, each of which shall be deemed an original. Original signatures to
faxed copies shall also be sufficient to bind the parties hereto.
[Continued on next page]
13
Xx. Xxxxxxx X. Xxxx, Senior VP
September 24, 1997
Page 13
If this Commitment is acceptable to you, please sign in the space
provided below and return one executed original letter to my office. Following
receipt of the executed Commitment, I shall instruct our legal counsel to
prepare definitive documents consistent with the foregoing terms and conditions.
If you have any questions, please do not hesitate to call me.
Very truly yours,
CNL FUND ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxx
_______________________________________
Xxxx X. Xxxxxx, Chief Operating Officer
ACCEPTED AND AGREED:
AS TO SELLER/LESSEE
THE GROUND ROUND, INC.
By: /s/ Xxxxxxx X. Xxxx
______________________________
Xxxxxxx X. Xxxx
As Its: Senior Vice President
Date: 9/9/97
_____________________________
