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EXHIBIT 10.106
EQUIPMENT SUBLEASE
THIS EQUIPMENT SUBLEASE is made and entered into as of the ____ day of
July, 1996, by and between DENAMERICA CORP., a Georgia corporation
("Sublessor"), and BLACK-EYED PEA U.S.A., INC., a Texas corporation
("Sublessee").
RECITALS
A. Sublessor has entered into a certain Equipment Lease of even date
herewith (the "Base Equipment Lease"), with respect to certain appliances,
furniture, fixtures, equipment and other personal property (collectively, the
"Equipment") owned by LH Leasing Company, Inc., an Arizona corporation, and
located on or at the property or properties, the addresses and store numbers of
which are set forth on Exhibit A attached hereto (collectively, the
"Properties").
B. Sublessee desires to sublease the Equipment from Sublessor, and
Sublessor desires to sublease the Equipment to Sublessee, on the terms and
conditions herein set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sublessor and Sublessee hereby
agree as follows:
1. GRANT. Sublessor hereby subleases the Equipment to Sublessee, and
Sublessee hereby subleases the Equipment from Sublessor, on the terms and
conditions herein set forth.
2. INCORPORATION OF BASE EQUIPMENT LEASE; EXCEPTIONS. Each and every
provision of the Base Equipment Lease is incorporated herein by this reference.
Sublessor shall sublet the Equipment to Sublessee under the same rental, terms
and conditions to which Sublessor agreed as the "Lessee" in the Base Equipment
Lease, except as otherwise herein provided. Wherever the term "Lessor" appears,
it shall be deemed to refer to Sublessor and wherever the term "Lessee" appears,
it shall be deemed to refer to Sublessee. Sublessee shall render performance to
Sublessor as required under all of the terms of the Base Equipment Lease.
Sublessee shall be entitled under this Sublease to all of the rights and
benefits that the Sublessor, as Lessee, enjoys under the Base Equipment Lease.
(a) TERM. Sublessee's right to use the Equipment shall
commence as of the date set forth above and shall expire one day prior to the
end of the term of the Base Equipment Lease.
(b) BASE RENT AND OTHER CHARGES. Sublessee shall pay to
Sublessor base monthly rent in the amount of $ , and shall further pay to
Sublessor at the times and as provided in the Base Equipment Lease any and all
property taxes and assessments, insurance costs and other charges which
Sublessor incurs as Lessee as set forth in the Base Equipment Lease with respect
to the Equipment located on or at the Properties.
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(c) NOTICES. The initial notice addresses of the parties
hereto, for purposes of the notice provision of the Base Equipment Lease, shall
be as set forth below.
3. REAFFIRMATION OF BASE EQUIPMENT LEASE. All of the terms, conditions
and provisions of the Base Lease are reaffirmed by Sublessor and Sublessee.
4. TERMINATION. In the event of the termination of the Base Equipment
Lease under its own terms or under any provision thereof that authorizes such
termination, this Sublease shall simultaneously and automatically terminate
(without being deemed, however, to be a waiver by Sublessee of any other rights
or remedies it may have under this Sublease).
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS SUBLEASE AS OF THE
DATE FIRST ABOVE WRITTEN.
SUBLESSOR:
ADDRESS: DENAMERICA CORP., a Georgia corporation
7373 N. Scottsdale Road By:_____________________________________________
Suite D-120 Name: Todd S. Brown
Scottsdale, Arizona 85253 Title: Vice President
SUBLESSEE:
ADDRESS: BLACK-EYED PEA U.S.A., INC., a Texas corporation
7373 N. Scottsdale Road By:_____________________________________________
Suite D-120 Name:___________________________________________
Scottsdale, Arizona 85253 Title:__________________________________________
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ACKNOWLEDGEMENT AND CONSENT
FFCA Acquisition Corporation, a Delaware corporation ("FFCA"), as
Lessor under the Lease, hereby acknowledges and consents to this Equipment
Sublease, provided that FFCA shall not be deemed to have assumed any obligation,
liability or duty by virtue of acknowledging and consenting to this Equipment
Sublease.
FFCA ACQUISITION CORPORATION, a Delaware
corporation
By:_______________________________________
Name: Stephen Y. Schwanz
Title: Vice President, Corporate Finance
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by Todd S. Brown, the Vice President of DenAmerica Corp., a Georgia
corporation, on behalf of the corporation.
___________________________
Notary Public
My commission expires:
_______________________
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STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by ___________________ , the_________________ of Black-eyed Pea
U.S.A., Inc., a Texas corporation, on behalf of the corporation.
___________________________
Notary Public
My commission expires:
_______________________
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
The foregoing instrument was acknowledged before me this _____ day of
July, 1996, by Stephen Y. Schwanz, Vice President, Corporate Finance of FFCA
Acquisition Corporation, a Delaware corporation, on behalf of the corporation.
___________________________
Notary Public
My commission expires:
_______________________
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