PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is dated as of _______________ (the “Effective Date ”) by and between SALE LEASEBACK SELLER, a __________ corporation, ( the “ Seller ”), and SALE LEASEBACK BUYER, a __________ limited liability company (the “ Purchaser ”).

R E C I T A L S :

WHEREAS, Purchaser desires to purchase, and Seller is willing to sell, the Property (defined hereinafter) upon the terms and conditions set out hereinafter;

NOW, THEREFORE, in consideration of the terms, covenants and conditions set forth in this Agreement, Seller and Purchaser hereby covenant and agree as follows:

ARTICLE I
Definitions

As used herein, the following terms shall have the following meaning:

“Acquisition Date” means the date, which shall occur no later than ________________, on which Purchaser acquires all assets and interests in the property comprising the Property.

“Appurtenances” means, with respect to the Property, all tenements, hereditaments, easements, rights-of-way, rights, and privileges in and to the Land, including (a) easements over other lands granted by any easement agreement and (b) any streets, ways, alleys, vaults, gores or strips of land adjoining the Land.

“Building Equipment” has the meaning assigned to such term in Section 2.1(c).

“Closing Date” means the date the Property is acquired by Purchaser.

“Closing” means the final acquisition of the Property by Purchaser.

“Code” means the Internal Revenue Code of 1986, as amended.

“Environmental Laws” has the meaning assigned to such term in the Lease.

“Environmental Violations” has the meaning assigned to such term in the Lease.

“Existing Environmental Conditions” has the meaning assigned to such term in the Lease.

“Guarantor” means ______________, a __________ corporation.

“Hazardous Substances” has the meaning assigned to such term in the Lease.

“Improvements” has the meaning assigned to such term in Section 2.1(b).

“Closing” has the meaning assigned to such term in Section 2.4.

“Closing Date” has the meaning assigned to such term in Section 2.4.

“Property” means the property shown in the plan attached hereto as Exhibit A.

“Land” means the parcels of land comprising the Property more particularly identified in Exhibit B.

“Landlord” has the meaning assigned to such term in Section 6.1(d).

“Lease” means the Lease Agreement between Purchaser, as landlord, and Seller, as tenant, entered into pursuant to Section 2.3.

“Lease Guaranty” has the meaning assigned to such term in Section 2.4.

“Loss” has the meaning assigned to such term in Section 8.2.

“Property” has the meaning assigned to such term in Section 2.1.

“Purchase Price” has the meaning assigned to such term in Section 2.2.

“Taking” has the meaning assigned to such term in Section 8.3.

“Tenant” has the meaning assigned to such term in Section 5.3(b).

“Trade Fixtures” means all machinery, apparatus, furniture, fixtures and equipment now or hereafter installed by Seller and used in connection with the conduct of Seller's business on the Property, other than fixtures and items of personal property that are integral to the ownership, maintenance and operation of the Improvements and which cannot be removed from the Property without adversely affecting the value, or the general utility or use of the Property.

“Title Company” means _____________.

“Title Policy” has the meaning assigned to such term in Section 5.1.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

ARTICLE II
Agreement to Sell, Convey and Lease

2.1 Agreement to Purchase and Sell. Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, subject to the terms and conditions hereinafter set forth, the following described property (the “ Property ”):

(a) on the Closing Date, the Property, as described in Exhibit B attached hereto;

(b) all buildings, structures and improvements now or hereafter constructed on the Land (collectively, the “ Improvements ”); and

(c) the fixtures, machinery, equipment and other property described in Exhibit C hereto (collectively, the “ Building Equipment ”).

2.2 Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be _______________________ Dollars ($__________). On the Closing Date, the Purchase Price shall be due and payable to Seller by wire transfer of immediately available U.S. funds.

2.3 Leaseback. On the Closing Date, Purchaser, as landlord, and Seller, as tenant, shall enter into a Lease of the Property substantially in the form attached hereto as Exhibit E .

2.4 Lease Guaranty. On the Closing Date, Guarantor shall guarantee the obligations of Seller, as tenant under the Lease by executing a guaranty agreement substantially in the form attached hereto as Exhibit F (the “ Lease Guaranty ”).

2.5 Closing. Seller and Purchaser shall consummate the transaction contemplated by this Agreement with respect to the Property (the “ Closing ”) on ___________ (the “ Closing Date ”).

ARTICLE III
Representations and Warranties of Seller

3.1 Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that:

(a) Seller is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in the jurisdiction in which the Property is located;

(b) Seller is authorized and empowered to enter into this Agreement and to perform all of its obligations hereunder;

(c) Upon the execution and delivery of this Agreement, this Agreement will be legally binding upon Seller and enforceable against Seller in accordance with its terms;

(d) The person signing this Agreement on behalf of Seller has been duly authorized to sign and deliver this Agreement on behalf of Seller;

(e) Seller has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Agreement;

(f) The execution and delivery of this Agreement, and the performance of Seller's obligations under this Agreement, will not violate or breach, or conflict with, the terms, covenants or provisions of any agreement, contract, note, mortgage, indenture or other document of any kind whatsoever to which Seller is a party or to which the Property is subject;

(g) Seller is the sole owner of good and marketable fee simple title to the Property;

(h) Except as identified on the environmental reports listed on Exhibit D attached hereto (the “Environmental Reports ”), there are no Environmental Violations or Hazardous Substances on, in, under, about or from the Property, or on or about any real property surrounding the Property which might affect the Property;

(i) To Seller's knowledge, (1) the existing use and condition of the Property does not violate any zoning, environmental, building, health, fire or similar statute, ordinance, regulation or code, (2) the Property is in compliance with all governmental permits and current zoning requirements, including, all parking requirements, and the Property is a not a non-conforming or special use property, and (3) the Property includes all rights to any off-site facilities necessary to ensure compliance with zoning, building, health, fire, water use or similar statutes, laws, regulations and orders;

(j) Seller has received no notice (written or otherwise) from any governmental agency alleging a violation of any statute, ordinance, regulation or code with respect to the Property, whether or not such violation has been cured;

(k) There are no pending nor, to Seller's knowledge, threatened matters of litigation, administrative action or examination, government investigation, claim or demand relating to the Guarantor, the Property, or Seller's interest in the Property;

(l) There is no pending nor, to Seller's knowledge, contemplated or threatened eminent domain, condemnation or other governmental taking or proceeding relating to the Property;

(m) There are no public improvements in the nature of off-site improvements (or otherwise) which have been ordered to be made and/or which have not previously been assessed and there are no special or general assessments pending against or affecting the Property which are not disclosed on the public records;

(n) There are no unperformed obligations relative to the Property outstanding to any governmental or quasi-governmental body or authority;

(o) Seller is not a party to, and no portion of the Property is subject to, any contract or agreement of any kind whatsoever, written or oral, relating to the Property other than this Agreement and the agreements listed on Schedule 3.1(o) hereto;

(p) All bills and invoices for labor and material of any kind relating to the Property have been paid in full and, to Seller's knowledge, there are no liens or other claims outstanding or available to any party in connection with the Property;

(q) Seller has not executed or entered into any other agreement to purchase, sell, option, lease or otherwise dispose of or alienate all or any portion of the Property, other than this Agreement;

(r) All of the Improvements on the Land are in good working order, condition and repair and are not in need of any material repair or replacement;

(s) Seller's board of directors has approved the execution and delivery of this Agreement;

(t) All copies of documents and other information furnished to Purchaser by Seller or on its behalf in connection with the transactions contemplated hereby are true, correct and complete copies of the originals. No such document or other information contains (as of the date of its delivery to Purchaser) any material misstatement of fact or omitted or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that to the extent any such written information, report, financial statement, exhibit or schedule was based upon or constitutes a forecast or projection (including pro forma financial statements), Seller represents only that it acted in good faith and upon assumptions believed to be reasonable at the time, it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Seller, and that no assurance can be given that such projections will be realized;

(u) Seller is not in default of the performance or observance of any of the material obligations, covenants or conditions contained in any contractual obligation of Seller beyond any applicable notice or cure period;

(v) None of the transactions contemplated by this Agreement will require Seller to comply with any statute or regulation that conditions, restricts, prohibits or requires any notification or disclosure for the transfer, lease, sale or closure of the Property in the event of any environmental condition;

(w) Except as identified in the Environmental Reports, to Seller's knowledge, none of the following is or was formerly present on the Property: (i) any landfill; waste pile; underground storage tank or surface impoundment; (ii) any asbestos-containing materials; or (iii) any PCBs;

(x) No officer of Seller has been convicted of a crime (excluding misdemeanors and traffic violations);

(y) All utility services, including storm and sanitary sewer, water, electric power and telephone service are available to the Property in form, properly sized and with capacity sufficient for the useful enjoyment and operation of the Property for its intended use and all assessments, impact fees, development fees, tap-on fees or recapture costs then due and payable in connection therewith have been paid, except the usual and customary charges involved in the ordinary course of business and specifically identified and approved by Purchaser;

(z) No broker, finder, agent or other intermediary has or will have any right or claim against Purchaser for any commission, finder's fee or similar amount arising in connection with this Agreement;

(aa) None of the Property is currently subject to any tax abatement proceeding. Any tax rollback or additional tax due or which may become due as the result of the Property having been assessed with an agricultural, timber, open use or other special use designation within the preceding five (5) years shall be paid by Seller or Seller's predecessor in title;

(bb) Seller is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder; and

(cc) Seller (i) is not a person or entity with whom Purchaser is restricted from doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Person s list) or under any statute, executive order, rule or regulation of or administered by OFAC or any other government entity (including, but not limited to the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism, the USA Patriot Act, and the Currency and Foreign Transactions Reporting Act (commonly known as the Bank Secrecy Act) as any of the foregoing has heretofore been amended), or other governmental action, comparable laws, rules, regulations ordinances, orders, treaties, statutes or codes promulgated pursuant to any of the foregoing; (ii) is not knowingly engaged in any dealings or transactions, or otherwise be associated, with any persons or entities described in (i) above; and (iii) is not in breach in any material respect of any provision of the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder, if any, applicable to Seller.

Seller acknowledges and agrees that the foregoing representations and warranties constitute a material inducement to Purchaser to enter into this Agreement. Seller further acknowledges and agrees that the representations and warranties set forth above shall survive the Closing for a period of one (1) year after the Acquisition Date. Seller agrees to indemnify, defend (with counsel reasonably acceptable to Purchaser) and hold Purchaser harmless from and against all damages, costs, expenses, claims and liabilities paid or incurred by Purchaser (including, but not limited to, reasonable attorneys' fees and costs) as a result of any representation or warranty set forth above not being true and correct.

ARTICLE IV
Representations and Warranties of Purchaser

4.1 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that:

(a) Purchaser is duly created, validly existing and in good standing pursuant to the laws of the jurisdiction of its organization and is duly qualified to do business and is in good standing in the jurisdiction in which the Property is situated;

(b) Purchaser is authorized and empowered to enter into this Agreement and to perform all of its obligations hereunder;

(c) Upon the execution and delivery of this Agreement, this Agreement will be legally binding upon Purchaser and enforceable against Purchaser in accordance with its terms;

(d) The person signing this Agreement on behalf of Purchaser has been duly authorized to sign and deliver this Agreement on behalf of Purchaser;

(e) Purchaser has not committed any act or permitted any action to be taken which would adversely affect its ability to fulfill its material obligations under this Agreement;

(f) Purchaser is not a “foreign person” as defined in Section 1445 of the Code and the regulations promulgated thereunder; and

(g) Purchaser (i) is not a person or entity with whom Seller is restricted from doing business with under regulations of OFAC (including, but not limited to, those named on OFAC's Specially Designated and Blocked Person s list) or under any statute, executive order, rule or regulation of or administered by OFAC or any other government entity (including, but not limited to the September 23, 2001 Executive Order Blocking Property and Prohibiting Transactions with Person Who Commit, Threaten to Commit, or Support Terrorism, the USA Patriot Act, and the Currency and Foreign Transactions Reporting Act (commonly known as the Bank Secrecy Act) as any of the foregoing has heretofore been amended), or other governmental action, comparable laws, rules, regulations ordinances, orders, treaties, statutes or codes promulgated pursuant to any of the foregoing; (ii) is not knowingly engaged in any dealings or transactions, or otherwise be associated, with any persons or entities described in (i) above; and (iii) is not in breach in any material respect of any provision of the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder, if any, applicable to Seller.

ARTICLE V
Conditions Precedent to Purchaser's Obligations

The obligations of Purchaser hereunder are subject to the satisfaction of each of the following conditions:

5.1 Conditions Precedent to Closing. In addition to the conditions set forth in Section 5.2, each of the following conditions shall be satisfied on or prior to the Closing:

(a) Seller shall have executed and delivered a special warranty deed (in a form mutually approved by Purchaser and Seller) with respect to the Property conveying fee simple title to the Property to Purchaser free and clear of all exceptions, liens, or encumbrances whatsoever, excepting any permitted exceptions approved by Purchaser listed as exceptions to title in the Title Policy, together with a bill of sale for the Building Equipment at the Property pursuant to which Seller shall convey to Purchaser the Building Equipment located at the Property free and clear of all exceptions, liens or encumbrances whatsoever. In connection therewith, Seller shall obtain at its expense whatever releases from existing lenders are required (including releases and/or partial terminations of UCC-1 financing statements) in order to effect the foregoing;

(b) Seller, as tenant, shall have executed and delivered the Lease;

(c) Guarantor shall have executed and delivered the Lease Guaranty;

(d) The Title Company shall have issued to Purchaser an ALTA owner's policy of title insurance (a “Title Policy”) for the Property, in the amount of the Purchase Price in such form as is customarily issued by the Title Company in the state in which the Property is located and with such endorsements as Purchaser may reasonably require;

(e) Purchaser shall have received for the Property an as-built survey prepared and certified to Purchaser as of the date within forty-five (45) days prior to the Closing Date by a professional land surveyor, and conforming to the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, and containing the certifications listed in items 2, 3, 4, 6, 7 (other than clauses (b)(2) and (b)(3)), 8, 9, 10, 11(a), 14, 16, 17 and 18 of Table A thereto;

(f) Purchaser shall have received a Phase I environmental assessment report for the Property and, if necessary in Purchaser's reasonable judgment, a Phase II environmental assessment report, issued by an environmental consultant selected by and acceptable to Purchaser, showing no release or threatened release of any hazardous substances on, in, under, from or about the Property or on, in, under, from or about any real property surrounding the Property which might adversely affect the Property or expose Purchaser to liability after the Closing Date for (A) response costs and for costs of removal and remedial actions incurred by the United States Government, any state or local governmental unit or any other person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Environmental Laws, (B) costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any other Environmental Laws, and (C) personal injury or property damage arising under any statutory or common law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity, and showing no other condition on, in, under, from, about or affecting the Property that is unsatisfactory to Purchaser;

(g) Purchaser shall have received a property inspection report for the Property, issued by an engineering firm selected by and acceptable to Purchaser, showing no structural defects or other conditions affecting the Property unsatisfactory to Purchaser;

(h) Purchaser shall have received copies of all warranties, occupational licenses, licenses, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Property, together with an assignment of all such warranties, occupational licenses, licenses, permits, authorizations and approvals where permitted by law together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions) and the copies of each bill for current real estate and personal property taxes; and

(i) Seller shall have executed and delivered such other documents or instruments as may be required under this Agreement, by the Title Company or as otherwise required in Purchaser's reasonable opinion, to effectuate the Closing.

5.2 Additional Conditions Precedent to The Closing. In addition to the conditions set forth in Section 5.1, each of the following conditions shall be satisfied on or prior to the Closing:

(a) all representations and warranties of Seller in this Agreement shall be true and correct on and as of the date of Closing as fully as if made on such date, and Seller shall have complied with all of Seller's obligations under this Agreement required to be performed prior to the date of Closing and shall not be in default hereunder as of such date;

(b) Purchaser shall have received a written opinion from counsel for the tenant under the Lease (the “Tenant”) stating that: (i) the Lease has been duly authorized, executed and delivered by the Tenant; (ii) the execution and performance of the Lease by the Tenant will not conflict with or result in a breach under any of the Tenant's organizational documents or any agreements to which it is a party or by which it is bound; (iii) the Lease is the legal, valid and binding obligation of the Tenant, enforceable in accordance with its terms, subject to customary enforceability exceptions; and (iv) covering such other matters relating to this Agreement and the Lease as Purchaser may reasonably request;

(c) No order of court shall be in effect which restrains or prohibits the occupancy of the Improvements on the Property;

(d) None of the Property shall be the subject of any eminent domain or condemnation proceedings, actual or threatened;

(e) No order of any court or administrative agency shall be in effect which restrains or prohibits the occupancy of the Improvements at the Property. No suit, action or proceeding shall exist in which it will be, or it is, sought to restrain or prohibit the use or occupancy of the Improvements at the Property;

(f) Purchaser shall have received copies of all temporary or permanent certificates of approval or occupancy for the Improvements at the Property issued by the relevant governmental authorities and all other certifications, permits, and licenses issued by the relevant governmental authorities and all other approvals as are necessary to occupy and use the Property for their intended use;

(g) Purchaser shall have received a schedule of all construction warranties relating to the Property, along with copies of all such warranties;

(h) Purchaser shall be satisfied in its sole judgment with the results of its continuing investigations of Existing Environmental Conditions at the Property, and shall have received evidence reasonably satisfactory to it that Seller has conducted and will conduct such remediation or response actions as may be necessary to comply with applicable Environmental Laws relating thereto or that Purchaser in its reasonable judgment may deem necessary to not subject Purchaser to any material claims, damages, penalties, fines, costs, liabilities or losses by reason of the presence of Release (as defined in the Lease) of any Hazardous Substances in, on, about or from any part of the Property;

(i) Purchaser shall not have received any evidence that there have been violations of Environmental Laws which were not disclosed to Purchaser regardless of when such violations occurred;

(j) Purchaser shall have received true and correct copies of all current property tax bills and assessment notices pertaining to the Property;

(k) Seller shall have obtained, at its sole cost and expense, any inspection report or local approval required to be obtained pursuant to local law as a condition to transfer of the Property;

(l) Purchaser shall have received evidence of the insurance required to be maintained by Tenant under the Lease, naming Purchaser as additional insured;

(m) Seller shall have executed and delivered a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; and

(n) Seller shall have executed and delivered such other documents or instruments as may be required under this Agreement, by the Title Company or as otherwise required in Purchaser's reasonable opinion, to effectuate the Closing.

ARTICLE VI
Conditions Precedent to Seller's Obligations

The obligations of Seller hereunder are subject to the satisfaction of each of the following conditions:

6.1 Conditions Precedent to Closing. Each of the following conditions shall be satisfied on or prior to the Closing:

(a) Purchaser shall have executed and delivered a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein;

(b) Purchaser shall have paid the Purchase Price for the Property to the Title Company for disbursement pursuant to the fully executed closing statement;

(c) Landlord shall have executed and delivered the Lease;

(d) Seller shall have received a written opinion from counsel for the landlord under the Lease (the “Landlord”) stating that: (i) the Lease has been duly authorized, executed and delivered by the Landlord; (ii) the execution and performance of the Lease by the Landlord will not conflict with or result in a breach under any of the Landlord's organizational documents or any agreements to which it is a party or by which it is bound; (iii) the Lease is the legal, valid and binding obligation of the Landlord, enforceable in accordance with its terms, subject to customary enforceability exceptions; and (iv) covering such other matters relating to this Agreement and the Lease as Seller may reasonably request; and

(e) Purchaser shall have executed and delivered such other documents or instruments as may be required under this Agreement, or by the Title Company to effectuate the Closing.