8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2005

COMMERCIAL NET LEASE REALTY, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-11290	56-1431377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

450 South Orange Avenue Suite 900 Orlando, Florida	32801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

          On December 21, 2005, Commercial Net Lease Realty, Inc. (the “Company”) completed the acquisition of 74 convenience store properties from SSP Partners, a subsidiary of Susser Holdings, LLC (together, “Susser”), for $170 million. The properties are primarily located in Texas and operated under the Circle K brand. Susser has entered into triple-net leases whereby Susser has leased back the properties from the Company for a twenty-year initial term. Approximately $31 million of acquired properties are being held as inventory properties for subsequent sale.

          Susser operates over 300 retail convenience stores in Texas and Oklahoma and distributes motor fuel to over 340 branded dealer units and 25 unattended units through its wholesale fuel division. Founded in 1938 by the Susser family, Susser has experienced dynamic growth over the last decade and is one of the largest convenience store operators in the United States.

Item 7.01. Regulation FD Disclosure.

          On December 21, 2005, Commercial Net Lease Realty, Inc. (the “Company”) issued a press release announcing the Susser acquisition described in Item 2.01 above. The press release is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

     (b) Pro Forma Financial Information

COMMERCIAL NET LEASE REALTY, INC.
INDEX TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Pro Forma (Unaudited) Condensed Consolidated Balance Sheet as of September 30, 2005		F-3
Pro Forma (Unaudited) Condensed Consolidated Statement of Earnings for the nine months ended September 30, 2005		F-4
Pro Forma (Unaudited) Condensed Consolidated Statement of Earnings for the year ended December 31, 2004		F-6
Notes and Assumptions to Pro Forma (Unaudited) Condensed Consolidated Financial Statements		F-8

F-1

COMMERCIAL NET LEASE REALTY, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2005, and the unaudited Pro Forma Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2005, and for the year ended December 31, 2004, are based on the historical financial statements of the Company.

The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2005, is presented as if the completion of the acquisition of 74 convenience store properties (the “Properties”) from Susser had occurred September 30, 2005. The Company financed the purchase price with proceeds from the Company’s credit facility and a portion of the proceeds from the Company’s $150,000,000 debt offering, which closed on November 17, 2005. The unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2005, is presented as if the proceeds of the debt offering and credit facility were received on September 30, 2005.

The unaudited Pro Forma Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2005, and for the year ended December 31, 2004, are presented as if the completion of the acquisition of the properties, the receipt of the proceeds from the Company’s $150 million debt offering and the receipt of the proceeds from the Company’s credit facility used to purchase the Properties each had occurred at the beginning of the periods presented. The unaudited pro forma information should be read in conjunction with the historical financial statements and notes related thereto appearing in the Company’s Forms 10-Q and 10-K.

Preparation of the pro forma information was based on assumptions considered appropriate by the Company’s management. The pro forma financial information is unaudited and is not necessarily indicative of the results which would have occurred if the completion of the acquisition of the Properties had been consummated at the beginning of the periods presented, nor does it purport to represent the future financial position and the results of operations for futures periods. In management’s opinion, all adjustments necessary to reflect the effects of the completion of the acquisition of the Properties have been made.

F-2

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2005
(dollars in thousands, except per share data)
(unaudited)

				Susser
	Historical			Transaction			Pro Forma
Real estate, Investment Portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization and impairment	$	1,140,481		$	139,944	(A)	$	1,280,425
Accounted for using the direct financing method		100,445			—			100,445
Held for sale, net of impairment		1,600			—			1,600
Real estate, Inventory Portfolio, held for sale, net of accumulated depreciation		80,311			30,516	(B)		110,827
Mortgages, notes and accrued interest receivable, net of allowance		51,607			—			51,607
Mortgage residual interests		69,917			—			69,917
Cash and cash equivalents		11,856			—			11,856
Restricted cash		26,500			—			26,500
Receivables, net of allowance		12,777			—			12,777
Accrued rental income, net of allowance		27,510			—			27,510
Debt costs, net of accumulated amortization		3,615			—			3,615
Other assets		22,758			—			22,758
Total assets	$	1,549,377		$	170,460		$	1,719,837
LIABILITIES AND STOCKHOLDERS’ EQUITY
Line of credit payable	$	120,800		$	20,460	(C)	$	141,260	(C)
Mortgages payable		152,043			—			152,043
Notes payable — secured		30,000			—			30,000
Notes payable, net of unamortized discount and amortized interest rate hedge gain		343,765			150,000	(C)		493,765
Financing lease obligation		26,041			—			26,041
Accrued interest payable		5,513			—			5,513
Other liabilities		23,353			—			23,353
Income tax liability		24,786			—			24,786
Total liabilities		726,301			170,460			896,761
Minority interest		9,360			—			9,360
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
Series A, 1,781,589 shares issued and outstanding, stated liquidation value of $25 per share		44,540			—			44,540
Series B Convertible, 10,000 shares issued and outstanding, stated liquidation value of $2,500 per share		25,000			—			25,000
Common stock, $0.01 par value. Authorized 190,000,000 shares; 54,195,216 shares issued and outstanding		542			—			542
Excess stock, $0.01 par value. Authorized 205,000,000 shares; none issued or outstanding		—			—			—
Capital in excess of par value		765,717			—			765,717
Accumulated dividends in excess of net earnings		(19,623	)		—			(19,623	)
Other comprehensive income		1,254			—			1,254
Deferred compensation		(3,714	)		—			(3,714	)
Total stockholders’ equity		813,716			—			813,716
	$	1,549,377		$	170,460		$	1,719,837

F-3

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(dollars in thousands, except per share data)
(unaudited)

				Adjusted for
				Discontinued		Adjusted			Susser
	Historical			Operations		Historical			Transaction			Pro Forma
Revenues:
Rental income from operating leases	$	81,687		$	—	$	81,687		$	9,431	(D)	$	91,118
Earned income from direct financing leases		7,992			—		7,992			—			7,992
Real estate expense reimbursement from tenants		4,221			—		4,221			—			4,221
Gain on disposition of real estate, Inventory Portfolio		708			—		708			—			708
Interest income from real estate transactions		4,940			—		4,940			—			4,940
Interest income on mortgage residual interests		4,719			—		4,719			—			4,719
		104,267			—		104,267			9,431			113,698
Operating expenses:
General and administrative		16,841			—		16,841			—			16,841
Real estate		7,683			—		7,683			—			7,683
Depreciation and amortization		15,828			—		15,828			1,301	(E)		17,129
Impairments		1,750			—		1,750			—			1,750
		42,102			—		42,102			1,301			43,403
Earnings from operations		62,165			—		62,165			8,130			70,295
Other expenses (revenues):
Interest and other income		(1,191	)		—		(1,191	)		—			(1,191	)
Interest expense		25,169			—		25,169			6,855	(F)		32,024
		23,978			—		23,978			6,855			30,833
Earnings from continuing operations before provision for income taxes, minority interest and equity in earnings of unconsolidated affiliates		38,187			—		38,187			1,275			39,462
Income tax benefit		1,397			—		1,397			—			1,397
Minority interest		250			—		250			—			250
Equity in earnings of unconsolidated affiliates		1,291			—		1,291			—			1,291
Earnings from continuing operations		41,125			—		41,125			1,275			42,400
Earnings from discontinued operations:
Real estate, Investment Portfolio		10,827			—		10,827			—			10,827
Real estate, Inventory Portfolio, net of income tax expense and minority interest		7,471			—		7,471			205	(G)		7,676
		18,298			—		18,298			205			18,503
Earnings before extraordinary gain		59,423			—		59,423			1,480			60,903
Extraordinary gain, net of income tax expense		11,805			—		11,805			—			11,805
Net earnings		71,228			—		71,228			1,480			72,708
Series A Preferred Stock dividends		(3,006	)		—		(3,006	)		—			(3,006	)
Series B Convertible Preferred Stock dividends		(1,256	)		—		(1,256	)		—			(1,256	)
Earnings available to common stockholders — basic		66,966			—		66,966			1,480			68,446
Series B Convertible Preferred Stock dividends		1,256			—		1,256			—			1,256
Earnings available to common stockholders — diluted	$	68,222		$	—	$	68,222		$	1,480		$	69,702

F-4

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(dollars in thousands, except per share data)
(unaudited)

			Adjusted for
			Discontinued				Susser
	Historical		Operations		Adjusted Historical		Transaction		Pro Forma
Net earnings per share of common stock:
Basic:
Continuing operations	$	0.70	$	—	$	0.70	$	0.03	$	0.73
Discontinued operations		0.35		—		0.35		—		0.35
Extraordinary gain		0.22		—		0.22		—		0.22
Net earnings	$	1.27	$	—	$	1.27	$	0.03	$	1.30
Diluted:
Continuing operations	$	0.70	$	—	$	0.70		0.03		0.73
Discontinued operations		0.34		—		0.34		—		0.34
Extraordinary gain		0.22		—		0.22		—		0.22
Net earnings	$	1.26	$	—	$	1.26	$	0.03	$	1.29
Weighted average number of common shares outstanding:
Basic		52,596,163		—		52,596,163		—		52,596,163
Diluted		54,122,139		—		54,122,139		—		54,122,139

F-5

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(dollars in thousands, except per share data)
(unaudited)

				Adjusted for
				Discontinued			Adjusted			Susser
	Historical			Operations			Historical			Transaction			Pro Forma
Revenues:
Rental income from operating leases	$	98,278		$	36		$	98,314		$	12,575	(D)	$	110,889
Earned income from direct financing leases		10,861			—			10,861			—			10,861
Real estate expense reimbursement from tenants		5,756			—			5,756			—			5,756
Gain on disposition of real estate, Inventory Portfolio		4,700			—			4,700			—			4,700
Interest income from real estate transactions		7,698			—			7,698			—			7,698
		127,293			36			127,329			12,575			139,904
Operating expenses:
General and administrative		22,996			(1	)		22,995			—			22,995
Real estate		12,021			(141	)		11,880			—			11,880
Depreciation and amortization		16,728			(35	)		16,693			1,735	(E)		18,428
Transition costs		3,741			—			3,741			—			3,741
		55,486			(177	)		55,309			1,735			57,044
Earnings from operations		71,807			213			72,020			10,840			82,860
Other expenses (revenues):
Interest and other income		(3,808	)		(47	)		(3,761	)		—			(3,761	)
Interest expense		32,381			—			32,381			9,008	(F)		41,389
		28,573			(47	)		28,620			9,008			37,628
Earnings from continuing operations before provision for income taxes, minority interest and equity in earnings of unconsolidated affiliates		43,234			166			43,400			1,832			45,232
Income tax benefit		2,544			—			2,544			—			2,544
Minority interest		(1,243	)		—			(1,243	)		—			(1,243	)
Equity in earnings of unconsolidated affiliates		4,724			—			4,724			—			4,724
Earnings from continuing operations		49,259			166			49,425			1,832			51,257
Earnings from discontinued operations:
Real estate, Investment Portfolio		6,129			(166	)		5,963			—			5,963
Real estate, Inventory Portfolio, net of income tax expense and minority interest		9,546			—			9,546			291	(G)		9,837
		15,675			(166	)		15,509			291			15,800
Net earnings		64,934			—			64,934			2,123			67,057
Series A Preferred Stock dividends		(4,008	)		—			(4,008	)		—			(4,008	)
Series B Convertible Preferred Stock dividends		(1,675	)		—			(1,675	)		—			(1,675	)
Earnings available to common stockholders – basic		59,251			—			59,251			2,123			61,374
Series B Convertible Preferred Stock dividends		—			—			—			—			—
Earnings available to common stockholders – diluted	$	59,251		$	—		$	59,251		$	2,123		$	61,374

F-6

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 2004
(dollars in thousands, except per share)
(unaudited)

			Adjusted for
			Discontinued		Adjusted		Susser
	Historical		Operations		Historical		Transaction		Pro Forma
Net earnings per share of common stock:
Basic:
Continuing operations	$	0.85	$	—	$	0.85	$	0.03	$	0.88
Discontinued operations		0.30		—		0.30		0.01		0.31
Net earnings	$	1.15	$	—	$	1.15	$	0.04	$	1.19
Diluted:
Continuing operations	$	0.85	$	—	$	0.85		0.03		0.88
Discontinued operations		0.30		—		0.30		0.01		0.31
Net earnings	$	1.15	$	—	$	1.15	$	0.04	$	1.19
Weighted average number of common shares outstanding:
Basic		51,312,434		—		51,312,434		—		51,312,434
Diluted		51,742,518		—		51,742,518		—		51,742,518

F-7

COMMERCIAL NET LEASE REALTY, INC.
and SUBSIDIARIES

NOTES AND ASSUMPTIONS TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Adjustments to Pro Forma Condensed Consolidated Balance Sheet:

(A)	Increase in Real Estate Investment Portfolio represents the acquisition of the Properties to be held for investment for approximately $140 million, including closing costs.
(B)	Increase in Real Estate Inventory Portfolio represents the acquisition of the portion of the Properties to be held for sale for approximately $31 million, including closing costs.
(C)	Increase in the Notes payable and decrease in the Line of Credit payable represents proceeds from the Company’s $150,000,000 debt offering and the use of those proceeds to pay down the Company’s credit facility. The remaining $29,200,000 of such proceeds and a draw of $141,260,000 under the Company’s credit facility were used to fund the purchase price of the Properties.

2. Adjustments the Pro Forma Condensed Consolidated Statements of Earnings:

(D)	Rental income has been adjusted to reflect the lease payments from Susser calculated on a pro forma basis in accordance with rent provisions in the leases, assuming the leases were entered into at the beginning of each periods.
(E)	Depreciation and amortization have been adjusted based on the allocated purchase price of the real estate held for investment acquired and an estimated useful life of 40 years, assuming the acquisition occurred at the beginning of each period.
(F)	Interest expense has been adjusted to reflect the interest costs related to the proceeds from the debt offering and the line of credit, assuming that the borrowings to finance the Properties occurred at the beginning of each period.
(G)	Earnings from discontinued operations: Real Estate Inventory Portfolio has been adjusted to reflect the revenues and expenses related to the acquisition of Properties held for sale, assuming the acquisition had occurred at the beginning of each period.

F-8

(d) Exhibits.

2.1*	Real Estate Purchase and Sale Agreement, dated November 28, 2005, between Commercial Net Lease Realty, LP and SSP Partners, as amended.
2.2*	Real Estate Purchase and Sale Agreement, dated December 1, 2005, between Commercial Net Lease Realty, LP and SSP Partners, as amended.
10.1	Form of Lease Agreement, between an affiliate of Commercial Net Lease Realty, Inc., as landlord and SSP Partners, as tenant.
99.1	Press Release, dated December 21, 2005, of Commercial Net Lease Realty, Inc.

* Exhibits and Schedules have been omitted but will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COMMERCIAL NET LEASE REALTY, INC.
	By:	/s/ Kevin B. Habicht
	Name:	Kevin B. Habicht
	Title:	Chief Financial Officer
Dated: December 27, 2005

EXHIBIT INDEX

Exhibit No.	Description
2.1*	Real Estate Purchase and Sale Agreement, dated as of November 28, 2005, between Commercial Net Lease Realty, LP and SSP Partners, as amended.
2.2*	Real Estate Purchase and Sale Agreement, dated as of December 1, 2005, between Commercial Net Lease Realty, LP and SSP Partners, as amended.
10.1	Form of Lease Agreement, between a subsidiary of Commercial Net Lease Realty, Inc., as landlord and SSP Partners, as tenant.
99.1	Press Release, dated December 21, 2005, of Commercial Net Lease Realty, Inc.

* Exhibits and Schedules have been omitted but will be furnished supplementally to the Securities and Exchange Commission upon request.

EX-2.1

Exhibit 2.1

REAL ESTATE PURCHASE AND SALE CONTRACT

by and between

COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership, or assigns,
as BUYER

and

SSP PARTNERS,
a Texas general partnership,
as SELLER

Properties: Eighty Four (84) Properties as described in Exhibit A and Listed on Exhibit F.

TABLE OF CONTENTS

		Page
1.	Definitions	1
2.	Purchase and Sale of Properties	3
3.	Purchase Price for Premises	3
4.	Closing Date	4
5.	Inspection Period - Buyer’s Right to Reject Unacceptable Premises	4
6.	Conditions to Buyer’s Obligation to Close/Seller’s Obligations	4
7.	Deliveries at Closing	5
8.	Closing and Other Costs, Adjustments and Prorations	6
9.	Inspections	6
10.	Title to Premises; State of Title to be Conveyed	7
11.	Escrow Agent	7
12.	Representations and Warranties	8
13.	Covenants of Seller Pending Closing	9
14.	Change in Property Condition	9
15.	Reserved	9
16.	Remedies Upon Default	9
17.	Notices	10
18.	Brokerage Commissions	10
19.	Seller’s Plan of Recapitalization	10
20.	Buyer’s Selection of Properties / Substitution of Properties	10
21.	Miscellaneous Provisions	10

i

Attachments:

Exhibit A —	Description of the Respective Properties
Exhibit B —	Permitted Exceptions
Exhibit C —	Form of Lease Agreement
Exhibit D —	Properties on which Cross-Access Rights will be Granted
Exhibit E —	Form of Deed
Exhibit F —	List of Properties, the Base Rent, and the Purchase Price for each Respective Property
Exhibit G —	Form of Guaranty
Exhibit H —	List of New Survey Properties
Exhibit I —	Additional Properties

ii

REAL ESTATE PURCHASE AND SALE CONTRACT

     THIS REAL ESTATE PURCHASE AND SALE CONTRACT (this “Agreement”) made and entered into as of the Effective Date set forth herein, by and between SSP PARTNERS, a Texas general partnership, having a mailing address at 4433 Baldwin, Corpus Christi, Texas 78408 (“Seller”), and COMMERCIAL NET LEASE REALTY, LP, a Delaware limited partnership, or its assigns, having a mailing address at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (“Buyer”);

W I T N E S S E T H:

     WHEREAS, Seller is the fee simple owner of and is willing to sell up to eighty-four (84) separate premises of real property located in the Cities and State(s) listed on Exhibit F hereto as more fully described in Exhibit A attached hereto and by reference incorporated herein, and Buyer is willing to purchase certain of the properties from Seller, upon the terms and conditions hereinafter set forth;

     WHEREAS, Buyer shall buy certain of the properties selected by Buyer pursuant to the terms and conditions of this Agreement provided the aggregate purchase prices of those properties shall be not less than One Hundred and Fifty Million Dollars ($150,000,000); and

     WHEREAS, Seller intends to lease back from Buyer all of the Premises sold to Buyer pursuant to this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires:

          (a) “Base Rent” shall mean the base rent to be paid under the Leases to be entered into at Closing, as such base rent is set forth on Exhibit F.

          (b) “Breakup Fee” shall mean an amount equal to Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000).

          (c) “Closing” shall mean the consummation of the purchase and sale of the Premises (as defined below) in accordance with the terms of this Agreement. “Closing Date” shall mean the date on which the Closing actually occurs. “Closing Window” shall mean the period of time between the date which is five (5) days after the expiration of the Inspection Period and January 31, 2006. In no event should the Closing Date occur later than January 31, 2006.

          (d) “Due Diligence Materials” shall mean any environmental reports, surveys, Title Commitments, zoning and setbacks information, property condition reports or investigations and any other reports or investigations obtained or conducted by Buyer, or delivered by Seller with respect to the Properties (the “Due Diligence Materials”).

          (e) “Earnest Money Deposit” shall mean the deposit to be made by Buyer hereunder in the amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), as well as all interest earned thereon in the interest bearing money market account in which Escrow Agent is required to place the Earnest Money Deposit.

          (f) “Effective Date” of this Agreement shall mean that date upon which the last of the Buyer and Seller has executed this Agreement and the Title Company has executed this Agreement and received the Earnest Money.

1

          (g) “Escrow Agent” shall mean First American Title Insurance Company, by and through its National Division, whose address is set forth in Section 17 below.

          (h) “Guarantor” shall mean Susser Holdings, L.L.C., a Delaware limited liability company.

          (i) “Guaranty” shall mean that certain Guaranty of Lease to be entered into for each of the respective Premises in the form attached as Exhibit G.

          (j) “Hazardous Materials” shall mean all toxic or hazardous materials, chemicals, wastes, pollutants or similar substances, including, without limitation, Petroleum (as hereinafter defined), asbestos insulation and/or urea formaldehyde insulation, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, regulation or ordinance currently in existence or hereafter enacted or rendered (hereinafter collectively referred to as the “Hazardous Materials Laws”) including, but not limited to, those materials or substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “pollutants” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and any applicable statutes, ordinances or regulations under the laws of the State in which each of the Premises are located, and any rules and regulations promulgated thereunder, all as presently or hereafter amended. “Petroleum” for purposes of this Agreement shall include, without limitation, oil or petroleum of any kind and in any form including but not limited to oil, petroleum, fuel oil, oil sludge, oil refuse, oil mixed with other waste, crude oil, gasoline, diesel fuel and kerosene.

          (k) “Improvements” shall mean the building(s) on each of the Premises and other related improvements to be occupied by Tenant pursuant to the terms of the respective Lease, and all appurtenances thereto, including but not limited to all pavement, accessways, curb cuts, parking, drainage systems and facilities, landscaping, and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone and natural gas, if applicable or required by the Lease, to the extent the same form a part of the Premises, including: (i) canopies on the pump islands, if any, (ii) the car wash, if any, and (iii) the underground petroleum storage tanks and pipelines, if any, located on or under the Premises.

          (l) “Inspection Period” shall mean that period of time starting on the Effective Date of this Agreement and terminating on December 1, 2005.

          (m) “Lease” shall mean the respective Lease Agreement to be entered into for each of the respective Premises between Tenant, as lessee, and Landlord, as lessor, in the form attached as Exhibit C.

          (n) “New Surveys” shall mean those surveys of the Properties described on Exhibit H attached hereto which have been ordered by Seller.

          (o) “Old Surveys” are those Surveys of the Properties which have been delivered to Buyer prior to the Effective Date of this Agreement.

          (p) “Permitted Exceptions” shall mean those items described on Exhibit B attached hereto and those items agreed to by Buyer and Seller during its Inspection Period with respect to title for each of the Premises.

          (q) “Plan of Recapitalization” shall mean the final plan of recapitalization of Tenant which Seller intends to have in place prior to the Closing Date.

          (r) “Plans” shall mean the final “as-built” plans and specifications for the Improvements.

          (s) “Premises” or Selected Premises” shall mean only those Properties, as defined herein, selected by Buyer during the Inspection Period for inclusion as a “Premises” to be acquired by Buyer under the

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terms and conditions of this Agreement; provided however, in any event Buyer shall select enough Properties to cause the total Purchase Price to be at least $150,000,000.

(t) “Properties” shall mean collectively the eighty-four (84) parcels of real property more particularly described on Exhibit A and more particularly listed on Exhibit F, together with all of the Improvements, tenements, hereditaments and appurtenances belonging or in any way appertaining to such real property, and all of Seller’s rights, title and interest in and to (i) any and all property lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining such real property to the center line thereof, (ii) any strips and gores of land adjacent to, abutting or used in connection with such real property, and (iii) any easements and rights, if any, inuring to the benefit of such real property or to Seller in connection therewith.

(u) “Purchase Price” for each individual Premises shall be determined as more particularly set forth on Exhibit F.

(v) “Substitute Properties” shall mean those Properties which are substituted for Selected Premises pursuant to the terms set forth in this Agreement.

(w) “Tenant” shall mean SSP Partners, a Texas general partnership.

(x) “Title Commitment” shall mean a commitment from the Title Company for an owner’s title insurance policy (ALTA form for Oklahoma properties and ALTEX for Texas properties) with respect to each of the Properties, naming Buyer as the Proposed Insured in the amount of the Purchase Price applicable to that Property.

(y) “Title Company” shall mean First American Title Insurance Company, by and through its National Division in Phoenix, Arizona, which shall issue the owner’s policy of title insurance required hereunder.

(z) “Unacceptable Premises” shall mean those Properties, if any, which are unacceptable to Buyer in Buyer’s sole and absolute discretion, based on Buyer’s review of the property level Due Diligence Materials during the Inspection Period or because of a material change in the condition of the Property between the Effective Date and the Closing Date. Unacceptable Properties shall be replaced with Substitute Properties.

     2. Purchase and Sale of Properties. Subject to the terms, provisions and conditions set forth herein, Seller hereby agrees to sell the Premises to Buyer, and Buyer hereby agrees to purchase the Premises from Seller. During the Inspection Period Buyer shall determine which of the Properties Buyer desires to purchase hereunder; provided, however, in no event shall the total purchase price of the Properties Buyer desires to purchase hereunder be less than $150,000,000.00. The Properties selected by Buyer to purchase pursuant to this Agreement, are referred to throughout this Agreement as the “Premises”. On or before the end of the Inspection Period, Seller shall notify Buyer in writing which Properties Buyer has selected as Premises. Regardless of how many Properties Buyer deems Unacceptable Properties, Buyer must substitute another Property in order to ensure that the Purchase Price does not fall below $150,000,000.00.

     3. Purchase Price for Premises. The Purchase Price for the Premises shall be payable in the following manner:

          (a) Earnest Money Deposit. Upon Buyer’s receipt of a counterpart of this Agreement fully executed by Buyer and Seller, Buyer shall deposit with Escrow Agent the Earnest Money Deposit hereunder, via wire transfer, to be held and disbursed in accordance with the terms of this Agreement. Escrow Agent shall hold the Earnest Money Deposit in an interest bearing money market account at a federally insured financial institution reasonably acceptable to Buyer and Escrow Agent, and interest earned thereon shall be reported under the United States Taxpayer Identification Number 59-3651850 of Buyer. All interest earned on the Earnest Money Deposit, or any portion thereof, shall be deemed to constitute a portion of the Earnest Money Deposit and shall be disbursed in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited to the cash due from Buyer at Closing.

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     Buyer shall have the right, at its option during the term of this Agreement, to substitute one or more unconditional letters of credit for all or any portion of the Earnest Money Deposit. The letter(s) of credit shall be drawn on Wachovia Bank, N.A., or any other financial institution reasonably acceptable to Seller, shall name Escrow Agent as beneficiary and shall be otherwise in form and substance reasonably satisfactory to Seller. The letter(s) of credit shall not impose any conditions to the drawing thereof other than a certificate from the Escrow Agent that Escrow Agent is entitled to draw upon the letter of credit pursuant to the terms of this Agreement. If any letter(s) of credit do not have an expiration date of at least thirty (30) days after the Closing Date, then Buyer shall renew or extend such letter(s) of credit at least fifteen (15) days prior to the expiration thereof. If Buyer fails to deliver proper renewals or extension documentation prior to the deadline for same, then Escrow Agent shall draw upon the letter(s) of credit which have not been timely renewed or extended and hold the proceeds thereof as the Earnest Money Deposit under this Agreement. The letter(s) of credit shall be held and disbursed in the same fashion as the Earnest Money Deposit under this Agreement and shall be drawn upon by the Escrow Agent and disbursed in accordance with paragraph 11 herein. Further provided, that Escrow Agent shall be entitled to draw upon any expiring letter(s) of credit which are not timely renewed or extended pursuant to the terms of this Section, in which event Escrow Agent will hold and disburse the proceeds thereof in the manner set forth in this Agreement. Upon Closing, the letter(s) of credit shall be returned to Buyer and not credited against the Purchase Price otherwise due from Buyer at Closing.

          (b) Balance of Purchase Price. The balance of the Purchase Price, less any apportionments set forth in Section 8 hereof and interest earned on the Earnest Money Deposit, shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Seller shall direct.

          (c) Independent Contract Consideration. On the date of this Agreement, Buyer has delivered to Seller the amount of ONE HUNDRED AND 00/100 DOLLARS ($100.00) (the “Independent Contract Consideration”) which amount has been bargained for and agreed to as consideration for the Inspection Period given to Buyer hereunder, and as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is non-refundable in all events.

     4. Closing Date. The Closing shall take place on a date within the Closing Window selected by Seller, provided Seller provides written notice of the Closing Date at least four (4) business days prior to the selected Closing Date.

     5. Inspection Period – Buyer’s Right to Reject Unacceptable Premises. Within the Inspection Period:

          (a) Buyer shall have obtained, reviewed and approved the Title Commitment and other Due Diligence Materials for each Property, in its sole and absolute discretion.

          (b) Buyer and Seller shall agree on the Permitted Exceptions that will be listed in the title policy for each Property, in their sole and absolute discretion.

          (c) Buyer shall have reviewed and approved, in its sole and absolute discretion, the condition of the Properties and the Improvements located thereon.

If Buyer determines that any of the Properties are unacceptable for any of the reasons set forth in Section 5. above, Buyer may terminate this Agreement as to those Properties only, which Properties shall be considered Unacceptable Premises, as more particularly provided for in Section 20 of this Agreement (provided however, in any event Buyer shall purchase Properties worth at least $150,000,000). Buyer shall give Seller the final selection of Properties that will comprise the Selected Premises hereunder, in accordance with and as more particularly provided for in Section 20 of this Agreement.

     6. Conditions to Buyer’s Obligation to Close / Seller’s Obligations. Buyer’s obligation to purchase the Properties on the Closing Date is subject to the satisfaction of the following contingencies and conditions on or before the Closing Date in the manner and within the time limits herein specified:

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               (i) The representations and warranties of Seller set forth in Section 12 and Section 13 hereof shall be true, correct and complete in all material respects on and as of the Closing Date.

               (ii) Neither Tenant nor Guarantor shall, at any time during the term of this Agreement, file or have filed against it a petition seeking relief under the bankruptcy or other similar laws of the United States or any state thereof.

               (iii) Tenant shall close on or consummate its Plan of Recapitalization and the structure of the recapitalization (25% equity contribution) shall be materially consistent with the Plan of Recapitalization which Buyer reviewed and approved prior to the Effective Date of this Agreement.

               (iv) Buyer shall have received the Title Commitment for each of the Premises “marked-up” and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer an original owner’s policy of title insurance for the Premises (one for the Texas properties, and one for the Oklahoma properties) in the aggregate amount of the Purchase Price applicable, subject only to the Permitted Exceptions agreed to by Seller during the Inspection Period.

     If the foregoing contingency set forth in this Section 6(iii) above is not satisfied on the proposed Closing Date, Seller may extend the Closing Date provided the Closing Date shall not be extended beyond the Outside Closing Date. If Seller does not extend the Closing Date or should Seller extend the Closing Date and said contingency is still not satisfied on the extended Closing Date, Buyer may terminate this Agreement and shall be entitled to the Breakup Fee and Seller shall pay Buyer the Breakup Fee. If the foregoing contingencies set forth in Section 6(i) or 6(iv) are not satisfied on the Closing Date as to one or more Properties, Buyer may terminate this Agreement as to those Properties only, and may replace said Properties with a Substitute Property (provided however, in any event Buyer shall purchase Properties worth at least $150,000,000). If the foregoing contingency set forth in Section 6(ii) is not satisfied on the proposed Closing Date, Buyer may terminate this Agreement and in such event Buyer shall be entitled to the entire Breakup Fee and Seller shall pay Buyer the entire Breakup Fee.

     7. Deliveries at Closing. At Closing the parties shall deliver to each other the documents and items indicated below:

          (a) Seller shall deliver or caused to be delivered to Buyer:

               (i) An appropriate Seller’s Affidavit or other reasonably acceptable evidence attesting to the absence of liens, lien rights, rights of parties in possession (other than Tenant) and other encumbrances arising under Seller (other than the Permitted Exceptions) naming both Buyer and Title Company as benefited parties, so as to enable Title Company to delete the “standard” exceptions for such matters from Buyer’s owner’s policy of title insurance for each of the respective Premises and otherwise insure any “gap” period occurring between the Closing and the recordation of the closing documents.

               (ii) A duly executed Special Warranty Deed with respect to each of the Premises, subject to no exceptions other than the Permitted Exceptions, in substantially the form attached as Exhibit E, and otherwise as approved by the Title Company and revised as needed to conform to the requirements of state law for the state in which each of the Premises are located.

               (iii) Two executed duplicate originals of the Lease and a recordable Lease Memorandum for each Premises.

               (iv) Two executed duplicate originals of the Guaranty.

               (v) Duly executed counterparts of the closing statement.

               (vi) An appropriate FIRPTA Affidavit or Certificate by Seller, evidencing that Seller is not a foreign person or entity under Section 1445(f)(3) of the Internal Revenue Code, as amended.

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               (vii) All certificates of insurance, insuring Buyer as the owner of each of the Premises, which are required by the Lease for such Premises to be furnished by the Tenant to the landlord.

               (viii) Such other closing documents as are reasonably necessary and proper in order to consummate the transaction contemplated by this Agreement.

          (b) Buyer shall deliver to Seller:

               (i) The Purchase Price, less all the deductions, prorations, and credits provided for herein.

               (ii) Two executed duplicate originals of the lease for each Premises and a recordable Lease Memorandum for each Premises.

               (iii) Duly executed counterparts of the closing statement.

               (iv) Such other closing documents as are reasonably necessary and proper in order to consummate the transaction contemplated by this Agreement.

     8. Closing and Other Costs, Adjustments and Prorations. The Closing costs shall be allocated and other closing adjustments and prorations made between Seller and Buyer as follows:

          (a) The Seller shall be responsible for payment of the following items at the Closing: (i) all recording charges for the deed for each of the Premises; (ii) costs of removing any lien, assessment or encumbrance (but only if such lien, assessment or encumbrance is agreed to be removed by Seller during the Inspection Period, in its sole and absolute discretion); (iii) the cost of the owner’s policy of title insurance (a single ALTA policy for all of the Oklahoma properties and a single ALTEX policy for all of the Texas properties, in each case, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims); (iv) legal fees and expenses of Seller; and (v) the cost of the New Surveys.

          (b) The Buyer shall be responsible for payment of the following items in addition to the Purchase Price payable to Seller at Closing: (i) fees and expenses of Buyer’s counsel, and (ii) the cost of obtaining new environmental assessments and building condition reports, and (iii) any additional endorsements to the Title Policy requested by Buyer.

          (c) To the extent any taxes, insurance premiums, common area maintenance costs or other charges related to any of the Premises are not paid by the Tenant under the Lease, Seller shall be responsible for the same. The provisions of this subsection shall survive the Closing.

     9. Inspections. Buyer through its agents, employees and independent contractors shall have the right from time to time up to the expiration of the Inspection Period, upon reasonable prior notice to Seller, to enter each of the respective Properties during normal business hours for the purpose of inspecting the same and performing environmental and other tests thereon; provided, however, in no event shall Buyer conduct any Phase II environmental survey or perform any invasive testing on any of the Properties without the prior written consent of Seller, which may be withheld in Seller’s sole and absolute discretion. Buyer shall indemnify and hold harmless Seller from and against any claims, losses, damages and costs arising out of any inspection of and testing at any of the Properties by Buyer, its agents and representatives. Neither Buyer nor Buyer’s agents or representatives shall disrupt Seller’s or Tenant’s activities at any of the Premises.

     10. Title to Premises; State of Title to be Conveyed. At the Closing, Seller shall convey fee simple title to each of the Premises to Buyer pursuant to a special warranty deed, free from all liens, encumbrances, restrictions, rights-of-way and other matters, excepting only the Permitted Exceptions and any other matter consented to in writing by Buyer pursuant to Section 13.(a) hereof. Further, provided that, Seller owns certain property adjacent to certain of the Properties more particularly identified on Exhibit D attached hereto, and at

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closing Buyer and Seller agree to enter into and record cross-access agreements in a form reasonable acceptable to Buyer and Seller on those Properties.

     11. Escrow Agent. By its execution hereof, Escrow Agent shall accept the escrow contemplated herein. The Earnest Money Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth.

          (a) To Seller upon receipt of written demand therefor (“Seller’s Demand for Deposit”) stating that Buyer has defaulted in the performance of Buyer’s obligation to close under this Agreement and the facts and circumstances underlying such default, provided, however, that the Escrow Agent shall not honor such demand until more than three (3) days after the Escrow Agent shall have sent a copy of such demand to Buyer nor thereafter, if the Escrow Agent shall have received a “Notice of Objection” (as hereinafter defined) from Buyer within such three (3) day period.

          (b) To Buyer upon receipt of written demand therefor (“Buyer’s Demand for Deposit”) stating that Seller has defaulted in the performance of Seller’s obligation to close under this Agreement or that a condition to close has failed to occur and the facts and circumstances underlying such default or failure, provided, however, that the Escrow Agent shall not honor such demand until more than three (3) days after the Escrow Agent shall have sent a copy of such demand to Seller nor thereafter, if the Escrow Agent shall have received a “Notice of Objection” (as hereinafter defined) from Seller within such three (3) day period.

          (c) Within two (2) business days of the receipt by the Escrow Agent of a Seller’s Demand for Deposit or a Buyer’s Demand for Deposit the Escrow Agent shall send a copy thereof to the other party in the manner provided for notice herein, and shall draw down any letter(s) of credit. The other party shall have the right to object to the delivery of the Deposit by sending written notice (the “Notice of Objection”) of such objection to the Escrow Agent in the manner provided for herein. A Notice of Objection shall be deemed null and void and ineffective if such Notice of Objection is not received by the Escrow Agent in time required herein. Upon receipt of a Notice of Objection, the Escrow Agent shall promptly send a copy thereof to the party who sent the written demand.

          (d) In the event the Escrow Agent shall have received timely a Notice of Objection, the Escrow Agent shall continue to hold the Earnest Money Deposit until (i) the Escrow Agent receives written notice from Seller and Buyer directing the disbursement of the Earnest Money Deposit, in which case the Escrow Agent shall then disburse the Earnest Money Deposit in accordance with such joint direction, or (ii) litigation shall occur between Seller and Buyer, in which event the Escrow Agent shall draw upon the letter(s) of credit and deliver the Earnest Money Deposit to the clerk of the court in which said litigation is pending, or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, at the Escrow Agent’s option, elect in order to terminate the Escrow Agent’s duties including, but not limited to, drawing upon the letter(s) of credit and depositing the Earnest Money Deposit in the appropriate court and bringing an action for interpleader, the costs thereof to be deducted from the amount so deposited into the registry of the court; provided, however, that upon disbursement of the deposited amount pursuant to court order or otherwise, the prevailing party shall be entitled to collect from the losing party the amount of such costs and expenses so deducted by the Escrow Agent.

          (e) The duties of the Escrow Agent are only as herein specifically provided, and Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith. The Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder.

          (f) Upon making delivery of the Earnest Money Deposit in the manner herein provided, the Escrow Agent shall have no further liability hereunder.

          (g) The Escrow Agent shall either execute this Agreement or indicate in writing that it has accepted the role of Escrow Agent pursuant to this Agreement which in either case will confirm that the Escrow Agent is holding and will hold the Earnest Money Deposit in escrow, pursuant to the provisions of this Agreement.

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     12. Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Properties, Seller makes the following representations and warranties:

          (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, with the exception of Seller’s Plan of Recapitalization.

          (b) Seller does not have actual knowledge of any pending or threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises in any material respect.

          (c) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing.

          (d) To Seller’s knowledge, there are no federal, state, county or municipal plans to materially restrict or change access from any highway or road to any of the Premises.

          (e) Each of the Premises is or will be, a separate parcel for real estate tax assessment purposes.

          (f) No Hazardous Materials are, or to Seller’s knowledge, have been, stored, treated, disposed of or incorporated into, on or around any of the Premises, except in material compliance with applicable statutes, ordinances or regulations; each of the Premises are, to Seller’s knowledge, in material compliance with all applicable environmental, health and safety requirements; any business currently or, to Seller’s knowledge, heretofore operated on the pertinent Premises has disposed of its waste in material compliance with all applicable statutes, ordinances and regulations; and Seller has no written notice of any pending or, to Seller’s knowledge, threatened action or proceeding arising out of the condition of any of the Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations.

     In order to induce Seller to enter into this Agreement and purchase the Properties, Buyer makes the following representations and warranties:

          (a) Buyer has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby.

          (b) Buyer has sufficient liquidity to consummate the purchase of the Premises contemplated hereby and its ability to close is not subject to obtaining any financing.

     All of the representations, warranties and agreements of Seller and Buyer set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and as of the Closing Date and shall survive the Closing Date for a period of one year.

     13. Covenants of Seller Pending Closing. Between the date hereof and the Closing Date:

          (a) Seller shall not, other than in the ordinary course of business, (i) enter into any contracts for services or otherwise that may be binding upon the Buyer subsequent to Closing, (ii) grant any easements or licenses affecting any of the Premises in any material respect, or (iii) take any legal action in connection with any of the Premises which will affect Buyer’s title to the same. Seller shall not enter into any new leases of space in any of the Premises that are not subordinate to this transaction, without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

     14. Change in Property Condition.

          (a) Eminent Domain. If prior to the date of the Closing, Seller has actual knowledge of or receives written notice of any pending or threatened action, suit or proceeding to condemn or take all or any part of any of the Premises under the power of eminent domain, then Seller shall promptly give notice thereof to Buyer. In

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such event, at Buyer’s option, Buyer may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $150,000,000 due to such eminent domain procedures.

          (b) Casualty. If prior to the date of the Closing any of the Properties or any portion thereof, shall be materially damaged or destroyed by reason of fire, storm, accident or other casualty, then Seller shall promptly give notice thereof to Buyer. In such event, the Buyer, at its option, may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $150,000,000 due to such casualty.

          (c) Changes in the Environmental Condition of a Property. If prior to the date of Closing the environmental condition of any of the Properties materially and adversely changes from said condition as of the Effective Date of this Agreement, said Property or Properties shall be considered an Unacceptable Premises. In such event, the Buyer, at its option, may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $150,000,000 due to such change in the environmental condition of a Property.

     15. Reserved.

     16. Remedies Upon Default.

          (a) In the event Buyer breaches or defaults under any of the terms of this Agreement prior to or on the Closing Date, the sole and exclusive remedy of Seller shall be to receive from Escrow Agent the full amount of the Earnest Money Deposit, and Buyer shall have no rights therein. Seller shall only be entitled to receive the Earnest Money if Seller delivers notice of any default hereunder, and Buyer has failed to cure the default by the earlier of (i) three days from Buyer’s receipt of said notice, or (ii) the Closing Date. Buyer and Seller acknowledge and agree that (i) the Earnest Money and any interest earned thereon if received in accordance with the terms of this Agreement is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Properties from sale and the failure of Closing to occur due to a default of Buyer under this Agreement; (ii) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Buyer under this Agreement would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the amount of the Earnest Money Deposit and any interest earned thereon if the transaction contemplated by this Agreement does not close due to a default of Buyer under this Agreement; and (iv) such amount shall be and constitute valid liquidated damages.

          (b) In the event Seller defaults under any of the terms of this Agreement on or prior to the Closing Date, then Buyer sole remedy shall be to receive a refund of the Earnest Money Deposit (if Closing does not occur) and recover the Breakup Fee from Seller. Notwithstanding the foregoing, if (i) Seller fails to close hereunder and (ii) such failure is the result of Seller electing to pursue a sale-leaseback transaction with another party, then in lieu of obtaining the Breakup Fee, Buyer may compel specific performance of this Agreement, in which event Buyer may also recover its costs incurred in compelling specific performance.

     17. Notices. All notices, elections, requests and other communication hereunder shall be in writing and shall be deemed given (i) when personally delivered, (ii) two (2) business days after being deposited in the United States mail, postage prepaid, certified or registered, or (iii) the next business day after being deposited with a recognized overnight mail or courier delivery service, or (iv) when transmitted by facsimile or telecopy transmission, with receipt acknowledge upon transmission; addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein):

If to Seller:	SSP Partners
	4433 Baldwin
	Corpus Christi, Texas 78408
	Attention: Mr. Sam L. Susser
	Fax: (361) 880-8149

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with a copy to:	Mr. E. V. Bonner, Jr.
	General Counsel
	P.O. Box 9036
	Corpus Christi, Texas 78469
	Fax: (361) 693-3725
If to Buyer:	Commercial Net Lease Realty, LP
	450 South Orange Avenue, Suite 900
	Orlando, Florida 32801
	Attention: Julian E. Whitehurst, COO
	Fax: (407) 650-1044
with a copy to:	Commercial Net Lease Realty, Inc.
	450 South Orange Avenue, Suite 900
	Orlando, Florida 32801
	Attention: Christopher P. Tessitore, Esquire
	Fax: (407) 650-1044
If to Escrow Agent:	First American Title Insurance Company
	National Division
	4801 East Washington Street
	Phoenix, Arizona 85034
	Attention: Nori Strong
	Fax: (602) 685-7473

     18. Brokerage Commissions. Seller and Buyer each warrant to the other party that no finders or brokers have been involved with the introduction of Seller and Buyer and/or the purchase, sale or leasing of the Properties except for Banc of America Securities, which shall be paid a fee or commission solely by Seller. In the event of a breach of the foregoing warranties, the breaching party agrees to save, defend, indemnify and hold harmless the non-breaching party from and against any claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees. The obligations of this Section shall survive the Closing or earlier termination of this Agreement.

     19. Seller’s Plan of Recapitalization. Seller has delivered to Buyer a description of Tenant’s final pro forma financial structure for the proposed recapitalization (the “Plan of Recapitalization”), of Tenant and Buyer has approved the Plan. If the Plan of Recapitalization materially changes on or prior to the Closing Date or if Seller does not close on the Plan of Recapitalization on or prior to the Closing Date, subject to extension of the Closing Date as otherwise provided for in this Agreement, Seller shall not be in default under this Agreement, and either Buyer or Seller may terminate this Agreement. If Buyer or Seller terminates this Agreement pursuant to this Section, the Earnest Money Deposit shall be immediately returned to Buyer, and Seller shall be responsible for and shall pay directly to Buyer the Breakup Fee, as Buyer’s sole and exclusive remedy. Seller shall wire the Breakup Fee to Buyer no later than three (3) days after the termination of this Agreement pursuant to this Section. The rights and obligations of Seller and Buyer under this Section shall survive the termination of this Agreement.

     20. Buyer’s Selection of Properties / Substitution of Properties. On or before the end of the Inspection Period, Buyer shall select from the list of Properties those Properties that will be the Selected Premises that Buyer desires to purchase under this Agreement; provided, however, the Selected Premises shall have a cumulative Purchase Price of no less than $150,000,000. After the end of the Inspection Period, Buyer shall have the right to alter the list of Selected Premises by substituting one or more different Properties for one of the Selected Premises anytime prior to the Closing Date; provided, however, the Selected Premises shall have a cumulative Purchase Price of no less than $150,000,000.

     21. Miscellaneous Provisions.

          (a) Assignment; Binding Effect. Provided Buyer shall remain fully liable hereunder, Buyer may assign all or a part of its rights and obligations hereunder, without the written consent of Seller, to any of the

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following: (i) any subsidiary of Buyer, including but not limited to NNN Acquisitions, Inc., and (ii) any exchange accommodator titleholder used in connection with performing a tax deferred exchange under Section 1031 of the United States Internal Revenue Code. Seller shall not have the right to assign its rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective successors and assigns.

          (b) Captions. The several headings and captions of the Sections and subsections used herein are for convenience of reference only and shall in no way be deemed to limit, define or restrict the substantive provisions of this Agreement.

          (c) Entire Agreement; Recording. This Agreement constitutes the entire agreement of Buyer and Seller with respect to the purchase and sale of the Properties, and supersedes any prior or contemporaneous agreement with respect thereto. No amendment or modification of this Agreement shall be binding upon the parties unless made in writing and signed by both Seller and Buyer. Neither this Agreement nor any Memorandum thereof shall be recorded by any party and, if recorded by any party, the other party hereto may immediately terminate all of its obligations under this Agreement.

          (d) Time of Essence. Time is of the essence with respect to the performance of all of the terms, conditions and covenants of this Agreement.

          (e) Cooperation. Buyer and Seller shall cooperate fully with each other to carry out effectively the purchase and sale of the Properties, in accordance herewith and the satisfaction and compliance with all of the conditions and requirements set forth herein, and shall execute such instruments and perform such acts as may be reasonably requested by either party hereto.

          (f) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws and customs of the State of Texas.

          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

          (h) Attorneys’ Fees. In the event any party to this Agreement should bring suit against the other party in respect to any matters provided for herein, the prevailing party shall be entitled to recover from the non-prevailing party its costs of court, legal expenses and reasonable attorneys’ fees. As used herein, the “prevailing party” shall include, without limitation, any party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.

          (i) Certain References. As used in this Agreement, the words “hereof,” “herein,” “hereunder” and words of similar import shall mean and refer to this entire Agreement and not to any particular article, section or paragraph of this Agreement, unless the context clearly indicates otherwise.

          (j) Time Periods. Unless otherwise expressly provided herein, all periods for performance, approval, delivery or review and the like shall be determined on a “calendar” day basis. If any day for performance, approval, delivery or review shall fall on a Saturday, Sunday or legal holiday, the time therefor shall be extended to the next business day.

          (k) Authority. Each person executing this Agreement, by his or her execution hereof, represents and warrants that they are fully authorized to do so, and that no further action or consent on the part of the party for whom they are acting is required to the effectiveness and enforceability of this Agreement against such party following such execution.

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          (l) Severability. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

          (m) Waiver. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waiver or render unnecessary consent to or approval of any subsequent similar act.

          (n) Relationship of the Parties. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of seller and buyer.

          (o) Tax Deferred Exchange. Seller and Buyer agree to cooperate with each other in effecting for the benefit of either party a delayed like-kind exchange of real property pursuant to Section 1031 of the United States Internal Revenue Code and similar provisions of applicable state law; provided that (i) neither party shall be obligated to delay the closing hereunder and (ii) neither party shall be obligated to execute any note, contract, deed or other document not otherwise expressly provided for in this Agreement providing for any personal liability, nor shall either party be obligated to take title to any property other than the Property as otherwise contemplated in this Agreement or incur additional expense for the benefit of the other party. Each party shall indemnify and hold the other harmless against any liability which arises or is claimed to have arisen on account of any exchange proceeding which is initiated on behalf of the indemnifying party.

          (p) Confidentiality. Buyer and Seller hereby agree that from the date of this Agreement until the Closing Date the terms and conditions of this Agreement shall be kept confidential and no terms or conditions of this Agreement shall be disclosed, except as otherwise allowed for in this subsection. Notwithstanding the foregoing, Buyer and Seller may disclose the terms of this Agreement on the following terms and conditions:

     After the Effective Date, the terms of the Agreement and any information (written or oral), financial statements, analysis, compilations, studies or other documentation provided by or on behalf of either party to the other with respect to the Agreement and the Properties (the “Confidential Information”) is confidential information intended solely for Seller’s and Buyer’s own limited use in connection with the acquisition of the Selected Premises. Buyer and Seller each covenant to the other that it, its agents and representatives will not, without the consent of the other, disclose to any other person or entity, by any means whatsoever, the terms or existence of the Agreement or the Confidential Information. Notwithstanding the foregoing, Buyer and Seller may disclose the terms of the Agreement and the Confidential Information without the other’s consent (i) to the extent required by law or legal process, including the securities laws, rules and regulations of the United States, (ii) to such of their agents, attorneys, accountants, current and prospective lenders, and other third party consultants, to private and governmental auditors and regulators, and to bond rating agencies (and with regard the Seller’s Plan of Recapitalization, any other entities that may reasonably request such information as a result of change-of-control provisions in Seller’s contracts), securities underwriters and analysts as the disclosing party may deem necessary or advisable, (iii) to the extent the other commits any fraud or makes any misrepresentations with respect to the Agreement or the Confidential Information, or (iv) to the extent the Confidential Information is generally available to the public. Prior to making any disclosure of Confidential Information to the markets pursuant to SEC 8K requirements or in other SEC filings, the disclosing party will notify the other party to this Agreement of the requirement of said disclosure, the contents of said disclosure and shall give the other party a reasonable opportunity to comment on such disclosure prior to the disclosure thereof. Should the parties Close on the Premises, hereunder, the obligations of this Subsection shall terminate at the time of said Closing.

          (q) Second Contract. Buyer and Seller plan on entering into a Real Estate Purchase and Sale Contract (the “Second Contract”) by December 5, 2005, for the purchase and sale of Twenty Million Dollars ($20,000,000) of the properties described on Exhibit I hereto. If Buyer and Seller enter into the Second Contract, and the Second Contract does not close due to the Buyer’s default under the Second Contract, then Seller may (but is not under any obligation to), at Seller’s option, terminate this Contract and the earnest money shall be delivered to

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Seller. If Buyer and Seller enter into the Second Contract, and the Second Contract does not close due to the Seller’s default under the Second Contract, then Buyer may (but is not under any obligation to), at Buyer’s option, terminate this Contract and the Breakup Fee shall be delivered to Seller.

(Remainder of Page Intentionally Left Blank)

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     IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Sale Contract on the date first above written.

BUYER:
COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership
By:	CNLR GP Corp., a Delaware corporation,
	as general partner
	By:	/s/ Julian E. Whitehurst
	Name:	Julian E. Whitehurst
	Title:	Executive Vice President
	Date:	November 28, 2005

SELLER:
SSP PARTNERS,
a Texas general partnership
By:	/s/ Sam C. Susser
Name:	Sam C. Susser
Title:	President and Chief Executive Officer
Date:	November 28, 2005

ESCROW AGENT:
FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Carol Peterson
Name:	Carol Peterson
Title:	Vice President
Date:	November 28, 2005

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FIRST AMENDMENT TO CONTRACT

     This First Amendment of Real Estate Purchase and Sale Contract (the “Amendment”), is made and entered into as of November 30, 2005, by and between Commercial Net Lease Realty, LP (herein called “Buyer”), and SSP Partners (hereafter called “Seller”).

     Whereas, Seller and Buyer entered into that certain Real Estate Purchase and Sale Contract dated November 28, 2005 (the “Contract”), for the purchase and sale of the properties described therein (the “Property”); and

     Whereas, Seller and Buyer desire to amend the Contract in order to extend the Inspection Period as to certain title and survey matters;

     Now therefore, in consideration of the premises, Seller and Buyer agree to amend the Contract as follows:

     1. The Inspection Period described in Paragraph 5 of the Contract is extended until December 9, 2005, as to the items described in Paragraph 5(a) and (b) only. The Inspection Period is not extended as to (i) Paragraph 5(c), or (ii) Buyer’s obligation to give Seller notice of the final selection of the Selected Properties.

     The Contract, as expressly amended and modified herein, is hereby ratified and confirmed by Seller and Buyer and shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall govern and control.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment by and through their duly authorized officers and /or representatives on the day and year written below.

[Signatures on following page]

SELLER:

SSP PARTNERS

By:	/s/ Sam C. Susser
Print Name:	Sam C. Susser
Print Title:	President and Chief Executive Officer

BUYER:

COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership

By:	CNLR GP Corp., a Delaware corporation
	its general partner

By:	/s/ Julian Whitehurst
	Julian Whitehurst, Executive Vice President

SECOND AMENDMENT TO CONTRACT

     This Second Amendment of Real Estate Purchase and Sale Contract (the “Amendment”), is made and entered into as of December 9, 2005, by and between Commercial Net Lease Realty, LP (herein called “Buyer”), and SSP Partners (hereafter called “Seller”).

     Whereas, Seller and Buyer entered into that certain Real Estate Purchase and Sale Contract dated November 28, 2005, as amended by that certain First Amendment to Contract dated November 30, 2005 (the “Contract”), for the purchase and sale of the properties described therein (the “Property”); and

     Whereas, Seller and Buyer desire to further amend the Contract in order to extend the Inspection Period as to certain title and survey matters;

     Now therefore, in consideration of the premises, Seller and Buyer agree to amend the Contract as follows:

     1. The Inspection Period described in Paragraph 5 of the Contract is extended until December 16, 2005, as to the items described in Paragraph 5(a) and (b) only. The Inspection Period is not extended as to (i) Paragraph 5(c), or (ii) Buyer’s obligation to give Seller notice of the final selection of the Selected Properties.

     The Contract, as expressly amended and modified herein, is hereby ratified and confirmed by Seller and Buyer and shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall govern and control.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment by and through their duly authorized officers and /or representatives on the day and year written below.

[Signatures on following page]

SELLER:

SSP PARTNERS

By:	/s/ Sam C. Susser
Print Name:	Sam C. Susser
Print Title:	President and Chief Executive Officer

BUYER:

COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership

By:	CNLR GP Corp., a Delaware corporation
	its general partner

By:	/s/ Julian Whitehurst
	Julian Whitehurst, Executive Vice President

THIRD AMENDMENT TO CONTRACT

     This Third Amendment of Real Estate Purchase and Sale Contract (the “Amendment”), is made and entered into as of December 15, 2005, by and between Commercial Net Lease Realty, LP (herein called “Buyer”), and SSP Partners (hereafter called “Seller”).

     Whereas, Seller and Buyer entered into that certain Real Estate Purchase and Sale Contract dated November 28, 2005, as amended by that certain First Amendment to Contract dated November 30, 2005, and that Second Amendment to Contract dated December 9, 2005 (the “Contract”), for the purchase and sale of the properties described therein (the “Property”); and

     Whereas, Seller and Buyer desire to further amend the Contract in order to extend the Inspection Period as to certain title and survey matters;

     Now therefore, in consideration of the premises, Seller and Buyer agree to amend the Contract as follows:

     1. The Inspection Period described in Paragraph 5 of the Contract is extended until December 19, 2005, as to the items described in Paragraph 5(a) and (b) only. The Inspection Period is not extended as to (i) Paragraph 5(c), or (ii) Buyer’s obligation to give Seller notice of the final selection of the Selected Properties.

     The Contract, as expressly amended and modified herein, is hereby ratified and confirmed by Seller and Buyer and shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Contract, the terms of this Amendment shall govern and control.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment by and through their duly authorized officers and /or representatives on the day and year written below.

[Signatures on following page]

SELLER:

SSP PARTNERS

By:	/s/ Sam C. Susser
Print Name:  Sam C. Susser
Print Title:  President and Chief Executive Officer

BUYER:

COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership

By:	CNLR GP Corp., a Delaware corporation
	its general partner

By:	/s/ Kevin B. Habicht
	Kevin B. Habicht, Executive Vice President

EX-2.2

Exhibit 2.2

REAL ESTATE PURCHASE AND SALE CONTRACT
by and between

COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership, or assigns,
as BUYER

and

SSP PARTNERS,
a Texas general partnership,
as SELLER

Properties: Twelve (12) Properties as described in Exhibit A and Listed on Exhibit F.

TABLE OF CONTENTS

	Page
1. Definitions		1
2. Purchase and Sale of Properties		3
3. Purchase Price for Premises		3
4. Closing Date		4
5. Inspection Period — Buyer’s Right to Reject Unacceptable Premises		4
6. Conditions to Buyer’s Obligation to Close/Seller’s Obligations		4
7. Deliveries at Closing		5
8. Closing and Other Costs, Adjustments and Prorations		6
9. Inspections		6
10. Title to Premises; State of Title to be Conveyed		6
11. Escrow Agent		7
12. Representations and Warranties		8
13. Covenants of Seller Pending Closing		8
14. Change in Property Condition		8
15. Reserved		9
16. Remedies Upon Default		9
17. Notices		9
18. Brokerage Commissions		10
19. Seller’s Plan of Recapitalization		10
20. Buyer’s Selection of Properties / Substitution of Properties		10
21. Miscellaneous Provisions		10

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Attachments:
Exhibit A —	Description of the Respective Properties
Exhibit B —	Permitted Exceptions
Exhibit C —	Form of Lease Agreement
Exhibit D —	Properties on which Cross-Access Rights will be Granted
Exhibit E —	Form of Deed
Exhibit F —	List of Properties, the Base Rent, and the Purchase Price for each Respective Property
Exhibit G —	Form of Guaranty
Exhibit H —	List of New Survey Properties

ii

REAL ESTATE PURCHASE AND SALE CONTRACT

     THIS REAL ESTATE PURCHASE AND SALE CONTRACT (this “Agreement”) made and entered into as of the Effective Date set forth herein, by and between SSP PARTNERS, a Texas general partnership, having a mailing address at 4433 Baldwin, Corpus Christi, Texas 78408 (“Seller”), and COMMERCIAL NET LEASE REALTY, LP, a Delaware limited partnership, or its assigns, having a mailing address at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (“Buyer”);

W I T N E S S E T H :

     WHEREAS, Seller is the fee simple owner of and is willing to sell up to twelve (12) separate premises of real property located in the Cities listed on Exhibit F hereto as more fully described in Exhibit A attached hereto and by reference incorporated herein, and Buyer is willing to purchase certain of the properties from Seller, upon the terms and conditions hereinafter set forth;

     WHEREAS, Buyer shall buy certain of the properties selected by Buyer pursuant to the terms and conditions of this Agreement provided the aggregate purchase prices of those properties shall be not less than Twenty Million Dollars ($20,000,000); and

     WHEREAS, Seller intends to lease back from Buyer all of the Premises sold to Buyer pursuant to this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

     1. Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires:

          (a) “Base Rent” shall mean the base rent to be paid under the Leases to be entered into at Closing, as such base rent is set forth on Exhibit F.

          (b) “Breakup Fee” shall mean an amount equal to Five Hundred Thousand and 00/100 Dollars ($500,000).

          (c) “Closing” shall mean the consummation of the purchase and sale of the Premises (as defined below) in accordance with the terms of this Agreement. “Closing Date” shall mean the date on which the Closing actually occurs. “Closing Window” shall mean the period of time between the date which is five (5) days after the expiration of the Inspection Period and January 31, 2006. In no event should the Closing Date occur later than January 31, 2006.

          (d) “Due Diligence Materials” shall mean any environmental reports, surveys, Title Commitments, zoning and setbacks information, property condition reports or investigations and any other reports or investigations obtained or conducted by Buyer, or delivered by Seller with respect to the Properties (the “Due Diligence Materials”).

          (e) “Earnest Money Deposit” shall mean the deposit to be made by Buyer hereunder in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00), as well as all interest earned thereon in the interest bearing money market account in which Escrow Agent is required to place the Earnest Money Deposit.

          (f) “Effective Date” of this Agreement shall mean that date upon which the last of the Buyer and Seller has executed this Agreement and the Title Company has executed this Agreement and received the Earnest Money.

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          (g) “Escrow Agent” shall mean First American Title Insurance Company, by and through its National Division, whose address is set forth in Section 17 below.

          (h) “Guarantor” shall mean Susser Holdings, L.L.C., a Delaware limited liability company.

          (i) “Guaranty” shall mean that certain Guaranty of Lease to be entered into for each of the respective Premises in the form attached as Exhibit G.

          (j) “Hazardous Materials” shall mean all toxic or hazardous materials, chemicals, wastes, pollutants or similar substances, including, without limitation, Petroleum (as hereinafter defined), asbestos insulation and/or urea formaldehyde insulation, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, regulation or ordinance currently in existence or hereafter enacted or rendered (hereinafter collectively referred to as the “Hazardous Materials Laws”) including, but not limited to, those materials or substances defined as “hazardous substances,” “hazardous materials,” “toxic substances” or “pollutants” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and any applicable statutes, ordinances or regulations under the laws of the State in which each of the Premises are located, and any rules and regulations promulgated thereunder, all as presently or hereafter amended. “Petroleum” for purposes of this Agreement shall include, without limitation, oil or petroleum of any kind and in any form including but not limited to oil, petroleum, fuel oil, oil sludge, oil refuse, oil mixed with other waste, crude oil, gasoline, diesel fuel and kerosene.

          (k) “Improvements” shall mean the building(s) on each of the Premises and other related improvements to be occupied by Tenant pursuant to the terms of the respective Lease, and all appurtenances thereto, including but not limited to all pavement, accessways, curb cuts, parking, drainage systems and facilities, landscaping, and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone and natural gas, if applicable or required by the Lease, to the extent the same form a part of the Premises, including: (i) canopies on the pump islands, if any, (ii) the car wash, if any, and (iii) the underground petroleum storage tanks and pipelines, if any, located on or under the Premises.

          (l) “Inspection Period” shall mean that period of time starting on the Effective Date of this Agreement and terminating on December 15, 2005.

          (m) “Lease” shall mean the respective Lease Agreement to be entered into for each of the respective Premises between Tenant, as lessee, and Landlord, as lessor, in the form attached as Exhibit C.

          (n) “New Surveys” shall mean those surveys of the Properties described on Exhibit H attached hereto which have been ordered by Seller.

          (o) “Old Surveys” are those Surveys of the Properties which have been delivered to Buyer prior to the Effective Date of this Agreement.

          (p) “Permitted Exceptions” shall mean those items described on Exhibit B attached hereto and those items agreed to by Buyer and Seller during its Inspection Period with respect to title for each of the Premises.

          (q) “Plan of Recapitalization” shall mean the final plan of recapitalization of Tenant which Seller intends to have in place prior to the Closing Date.

          (r) “Plans” shall mean the final “as-built” plans and specifications for the Improvements.

          (s) “Premises” or Selected Premises” shall mean only those Properties, as defined herein, selected by Buyer during the Inspection Period for inclusion as a “Premises” to be acquired by Buyer under the

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terms and conditions of this Agreement; provided however, in any event Buyer shall select enough Properties to cause the total Purchase Price to be at least $20,000,000.

          (t) “Properties” shall mean collectively the twelve (12) parcels of real property more particularly described on Exhibit A and more particularly listed on Exhibit F, together with all of the Improvements, tenements, hereditaments and appurtenances belonging or in any way appertaining to such real property, and all of Seller’s rights, title and interest in and to (i) any and all property lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining such real property to the center line thereof, (ii) any strips and gores of land adjacent to, abutting or used in connection with such real property, and (iii) any easements and rights, if any, inuring to the benefit of such real property or to Seller in connection therewith.

          (u) “Purchase Price” for each individual Premises shall be determined as more particularly set forth on Exhibit F.

          (v) “Substitute Properties” shall mean those Properties which are substituted for Selected Premises pursuant to the terms set forth in this Agreement.

          (w) “Tenant” shall mean SSP Partners, a Texas general partnership.

          (x) “Title Commitment” shall mean a commitment from the Title Company for an owner’s title insurance policy (ALTEX) with respect to each of the Properties, naming Buyer as the Proposed Insured in the amount of the Purchase Price applicable to that Property.

          (y) “Title Company” shall mean First American Title Insurance Company, by and through its National Division in Phoenix, Arizona, which shall issue the owner’s policy of title insurance required hereunder.

          (z) “Unacceptable Premises” shall mean those Properties, if any, which are unacceptable to Buyer in Buyer’s sole and absolute discretion, based on Buyer’s review of the property level Due Diligence Materials during the Inspection Period or because of a material change in the condition of the Property between the Effective Date and the Closing Date. Unacceptable Properties shall be replaced with Substitute Properties.

     2. Purchase and Sale of Properties. Subject to the terms, provisions and conditions set forth herein, Seller hereby agrees to sell the Premises to Buyer, and Buyer hereby agrees to purchase the Premises from Seller. During the Inspection Period Buyer shall determine which of the Properties Buyer desires to purchase hereunder; provided, however, in no event shall the total purchase price of the Properties Buyer desires to purchase hereunder be less than $20,000,000.00. The Properties selected by Buyer to purchase pursuant to this Agreement, are referred to throughout this Agreement as the “Premises”. On or before the end of the Inspection Period, Seller shall notify Buyer in writing which Properties Buyer has selected as Premises. Regardless of how many Properties Buyer deems Unacceptable Properties, Buyer must substitute another Property in order to ensure that the Purchase Price does not fall below $20,000,000.00.

     3. Purchase Price for Premises. The Purchase Price for the Premises shall be payable in the following manner:

          (a) Earnest Money Deposit. Upon Buyer’s receipt of a counterpart of this Agreement fully executed by Buyer and Seller, Buyer shall deposit with Escrow Agent the Earnest Money Deposit hereunder, via wire transfer, to be held and disbursed in accordance with the terms of this Agreement. Escrow Agent shall hold the Earnest Money Deposit in an interest bearing money market account at a federally insured financial institution reasonably acceptable to Buyer and Escrow Agent, and interest earned thereon shall be reported under the United States Taxpayer Identification Number 59-3651850 of Buyer. All interest earned on the Earnest Money Deposit, or any portion thereof, shall be deemed to constitute a portion of the Earnest Money Deposit and shall be disbursed in accordance with the terms of this Agreement. The Earnest Money Deposit shall be credited to the cash due from Buyer at Closing.

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          Buyer shall have the right, at its option during the term of this Agreement, to substitute one or more unconditional letters of credit for all or any portion of the Earnest Money Deposit. The letter(s) of credit shall be drawn on Wachovia Bank, N.A., or any other financial institution reasonably acceptable to Seller, shall name Escrow Agent as beneficiary and shall be otherwise in form and substance reasonably satisfactory to Seller. The letter(s) of credit shall not impose any conditions to the drawing thereof other than a certificate from the Escrow Agent that Escrow Agent is entitled to draw upon the letter of credit pursuant to the terms of this Agreement. If any letter(s) of credit do not have an expiration date of at least thirty (30) days after the Closing Date, then Buyer shall renew or extend such letter(s) of credit at least fifteen (15) days prior to the expiration thereof. If Buyer fails to deliver proper renewals or extension documentation prior to the deadline for same, then Escrow Agent shall draw upon the letter(s) of credit which have not been timely renewed or extended and hold the proceeds thereof as the Earnest Money Deposit under this Agreement. The letter(s) of credit shall be held and disbursed in the same fashion as the Earnest Money Deposit under this Agreement and shall be drawn upon by the Escrow Agent and disbursed in accordance with paragraph 11 herein. Further provided, that Escrow Agent shall be entitled to draw upon any expiring letter(s) of credit which are not timely renewed or extended pursuant to the terms of this Section, in which event Escrow Agent will hold and disburse the proceeds thereof in the manner set forth in this Agreement. Upon Closing, the letter(s) of credit shall be returned to Buyer and not credited against the Purchase Price otherwise due from Buyer at Closing.

          (b) Balance of Purchase Price. The balance of the Purchase Price, less any apportionments set forth in Section 8 hereof and interest earned on the Earnest Money Deposit, shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Seller shall direct.

          (c) Independent Contract Consideration. On the date of this Agreement, Buyer has delivered to Seller the amount of ONE HUNDRED AND 00/100 DOLLARS ($100.00) (the “Independent Contract Consideration”) which amount has been bargained for and agreed to as consideration for the Inspection Period given to Buyer hereunder, and as consideration for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration provided in this Agreement, and is non-refundable in all events.

     4. Closing Date. The Closing shall take place on a date within the Closing Window selected by Seller, provided Seller provides written notice of the Closing Date at least four (4) business days prior to the selected Closing Date.

     5. Inspection Period – Buyer’s Right to Reject Unacceptable Premises. Within the Inspection Period:

          (a) Buyer shall have obtained, reviewed and approved the Title Commitment and other Due Diligence Materials for each Property, in its sole and absolute discretion.

          (b) Buyer and Seller shall agree on the Permitted Exceptions that will be listed in the title policy for each Property, in their sole and absolute discretion.

          (c) Buyer shall have reviewed and approved, in its sole and absolute discretion, the condition of the Properties and the Improvements located thereon.

If Buyer determines that any of the Properties are unacceptable for any of the reasons set forth in Section 5. above, Buyer may terminate this Agreement as to those Properties only, which Properties shall be considered Unacceptable Premises, as more particularly provided for in Section 20 of this Agreement (provided however, in any event Buyer shall purchase Properties worth at least $20,000,000). Buyer shall give Seller the final selection of Properties that will comprise the Selected Premises hereunder, in accordance with and as more particularly provided for in Section 20 of this Agreement.

     6. Conditions to Buyer’s Obligation to Close / Seller’s Obligations. Buyer’s obligation to purchase the Properties on the Closing Date is subject to the satisfaction of the following contingencies and conditions on or before the Closing Date in the manner and within the time limits herein specified:

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                    (i) The representations and warranties of Seller set forth in Section 12 and Section 13 hereof shall be true, correct and complete in all material respects on and as of the Closing Date.

                    (ii) Neither Tenant nor Guarantor shall, at any time during the term of this Agreement, file or have filed against it a petition seeking relief under the bankruptcy or other similar laws of the United States or any state thereof.

                    (iii) Tenant shall close on or consummate its Plan of Recapitalization and the structure of the recapitalization (25% equity contribution) shall be materially consistent with the Plan of Recapitalization which Buyer reviewed and approved prior to the Effective Date of this Agreement.

                    (iv) Buyer shall have received the Title Commitment for each of the Premises “marked-up” and effectively dated as of the Closing, deleting all requirements thereunder so as to obligate the Title Company unconditionally to issue to Buyer an original owner’s policy of title insurance for the Premises in the aggregate amount of the Purchase Price applicable, subject only to the Permitted Exceptions agreed to by Seller during the Inspection Period.

     If the foregoing contingency set forth in this Section 6(iii) above is not satisfied on the proposed Closing Date, Seller may extend the Closing Date provided the Closing Date shall not be extended beyond the Outside Closing Date. If Seller does not extend the Closing Date or should Seller extend the Closing Date and said contingency is still not satisfied on the extended Closing Date, Buyer may terminate this Agreement and shall be entitled to the Breakup Fee and Seller shall pay Buyer the Breakup Fee. If the foregoing contingencies set forth in Section 6(i) or 6(iv) are not satisfied on the Closing Date as to one or more Properties, Buyer may terminate this Agreement as to those Properties only, and may replace said Properties with a Substitute Property (provided however, in any event Buyer shall purchase Properties worth at least $20,000,000). If the foregoing contingency set forth in Section 6(ii) is not satisfied on the proposed Closing Date, Buyer may terminate this Agreement and in such event Buyer shall be entitled to the entire Breakup Fee and Seller shall pay Buyer the entire Breakup Fee.

     7. Deliveries at Closing. At Closing the parties shall deliver to each other the documents and items indicated below:

     (a) Seller shall deliver or caused to be delivered to Buyer:

                    (i) An appropriate Seller’s Affidavit or other reasonably acceptable evidence attesting to the absence of liens, lien rights, rights of parties in possession (other than Tenant) and other encumbrances arising under Seller (other than the Permitted Exceptions) naming both Buyer and Title Company as benefited parties, so as to enable Title Company to delete the “standard” exceptions for such matters from Buyer’s owner’s policy of title insurance for each of the respective Premises and otherwise insure any “gap” period occurring between the Closing and the recordation of the closing documents.

                    (ii) A duly executed Special Warranty Deed with respect to each of the Premises, subject to no exceptions other than the Permitted Exceptions, in substantially the form attached as Exhibit E, and otherwise as approved by the Title Company and revised as needed to conform to the requirements of state law for the state in which each of the Premises are located.

                    (iii) Two executed duplicate originals of the Lease and a recordable Lease Memorandum for each Premises.

                    (iv) Two executed duplicate originals of the Guaranty.

                    (v) Duly executed counterparts of the closing statement.

                    (vi) An appropriate FIRPTA Affidavit or Certificate by Seller, evidencing that Seller is not a foreign person or entity under Section 1445(f)(3) of the Internal Revenue Code, as amended.

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                    (vii) All certificates of insurance, insuring Buyer as the owner of each of the Premises, which are required by the Lease for such Premises to be furnished by the Tenant to the landlord.

                    (viii) Such other closing documents as are reasonably necessary and proper in order to consummate the transaction contemplated by this Agreement.

     (b) Buyer shall deliver to Seller:

                    (i) The Purchase Price, less all the deductions, prorations, and credits provided for herein.

                    (ii) Two executed duplicate originals of the lease for each Premises and a recordable Lease Memorandum for each Premises.

                    (iii) Duly executed counterparts of the closing statement.

                    (iv) Such other closing documents as are reasonably necessary and proper in order to consummate the transaction contemplated by this Agreement.

     8. Closing and Other Costs, Adjustments and Prorations. The Closing costs shall be allocated and other closing adjustments and prorations made between Seller and Buyer as follows:

          (a) The Seller shall be responsible for payment of the following items at the Closing: (i) all recording charges for the deed for each of the Premises; (ii) costs of removing any lien, assessment or encumbrance (but only if such lien, assessment or encumbrance is agreed to be removed by Seller during the Inspection Period, in its sole and absolute discretion); (iii) the cost of the owner’s policy of title insurance (a single ALTEX policy for all of the Texas properties, including any additional premiums to delete the “standard” exceptions for parties in possession, matters of survey and construction lien claims); (iv) legal fees and expenses of Seller; and (v) the cost of the New Surveys.

          (b) The Buyer shall be responsible for payment of the following items in addition to the Purchase Price payable to Seller at Closing: (i) fees and expenses of Buyer’s counsel, and (ii) the cost of obtaining new environmental assessments and building condition reports, and (iii) any additional endorsements to the Title Policy requested by Buyer.

          (c) To the extent any taxes, insurance premiums, common area maintenance costs or other charges related to any of the Premises are not paid by the Tenant under the Lease, Seller shall be responsible for the same. The provisions of this subsection shall survive the Closing.

     9. Inspections. Buyer through its agents, employees and independent contractors shall have the right from time to time up to the expiration of the Inspection Period, upon reasonable prior notice to Seller, to enter each of the respective Properties during normal business hours for the purpose of inspecting the same and performing environmental and other tests thereon; provided, however, in no event shall Buyer conduct any Phase II environmental survey or perform any invasive testing on any of the Properties without the prior written consent of Seller, which may be withheld in Seller’s sole and absolute discretion. Buyer shall indemnify and hold harmless Seller from and against any claims, losses, damages and costs arising out of any inspection of and testing at any of the Properties by Buyer, its agents and representatives. Neither Buyer nor Buyer’s agents or representatives shall disrupt Seller’s or Tenant’s activities at any of the Premises.

     10. Title to Premises; State of Title to be Conveyed. At the Closing, Seller shall convey fee simple title to each of the Premises to Buyer pursuant to a special warranty deed, free from all liens, encumbrances, restrictions, rights-of-way and other matters, excepting only the Permitted Exceptions and any other matter consented to in writing by Buyer pursuant to Section 13.(a) hereof. Further, provided that, Seller owns certain property adjacent to certain of the Properties more particularly identified on Exhibit D attached hereto, and at

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closing Buyer and Seller agree to enter into and record cross-access agreements in a form reasonable acceptable to Buyer and Seller on those Properties.

     11. Escrow Agent. By its execution hereof, Escrow Agent shall accept the escrow contemplated herein. The Earnest Money Deposit shall be held by the Escrow Agent, in trust, on the terms hereinafter set forth.

          (a) To Seller upon receipt of written demand therefor (“Seller’s Demand for Deposit”) stating that Buyer has defaulted in the performance of Buyer’s obligation to close under this Agreement and the facts and circumstances underlying such default, provided, however, that the Escrow Agent shall not honor such demand until more than three (3) days after the Escrow Agent shall have sent a copy of such demand to Buyer nor thereafter, if the Escrow Agent shall have received a “Notice of Objection” (as hereinafter defined) from Buyer within such three (3) day period.

          (b) To Buyer upon receipt of written demand therefor (“Buyer’s Demand for Deposit”) stating that Seller has defaulted in the performance of Seller’s obligation to close under this Agreement or that a condition to close has failed to occur and the facts and circumstances underlying such default or failure, provided, however, that the Escrow Agent shall not honor such demand until more than three (3) days after the Escrow Agent shall have sent a copy of such demand to Seller nor thereafter, if the Escrow Agent shall have received a “Notice of Objection” (as hereinafter defined) from Seller within such three (3) day period.

          (c) Within two (2) business days of the receipt by the Escrow Agent of a Seller’s Demand for Deposit or a Buyer’s Demand for Deposit the Escrow Agent shall send a copy thereof to the other party in the manner provided for notice herein, and shall draw down any letter(s) of credit. The other party shall have the right to object to the delivery of the Deposit by sending written notice (the “Notice of Objection”) of such objection to the Escrow Agent in the manner provided for herein. A Notice of Objection shall be deemed null and void and ineffective if such Notice of Objection is not received by the Escrow Agent in time required herein. Upon receipt of a Notice of Objection, the Escrow Agent shall promptly send a copy thereof to the party who sent the written demand.

          (d) In the event the Escrow Agent shall have received timely a Notice of Objection, the Escrow Agent shall continue to hold the Earnest Money Deposit until (i) the Escrow Agent receives written notice from Seller and Buyer directing the disbursement of the Earnest Money Deposit, in which case the Escrow Agent shall then disburse the Earnest Money Deposit in accordance with such joint direction, or (ii) litigation shall occur between Seller and Buyer, in which event the Escrow Agent shall draw upon the letter(s) of credit and deliver the Earnest Money Deposit to the clerk of the court in which said litigation is pending, or (iii) the Escrow Agent takes such affirmative steps as the Escrow Agent may, at the Escrow Agent’s option, elect in order to terminate the Escrow Agent’s duties including, but not limited to, drawing upon the letter(s) of credit and depositing the Earnest Money Deposit in the appropriate court and bringing an action for interpleader, the costs thereof to be deducted from the amount so deposited into the registry of the court; provided, however, that upon disbursement of the deposited amount pursuant to court order or otherwise, the prevailing party shall be entitled to collect from the losing party the amount of such costs and expenses so deducted by the Escrow Agent.

          (e) The duties of the Escrow Agent are only as herein specifically provided, and Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence as long as the Escrow Agent has acted in good faith. The Seller and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder.

          (f) Upon making delivery of the Earnest Money Deposit in the manner herein provided, the Escrow Agent shall have no further liability hereunder.

          (g) The Escrow Agent shall either execute this Agreement or indicate in writing that it has accepted the role of Escrow Agent pursuant to this Agreement which in either case will confirm that the Escrow Agent is holding and will hold the Earnest Money Deposit in escrow, pursuant to the provisions of this Agreement.

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     12. Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Properties, Seller makes the following representations and warranties:

          (a) Seller has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby, with the exception of Seller’s Plan of Recapitalization.

          (b) Seller does not have actual knowledge of any pending or threatened litigation or other proceeding affecting the title to or the use or operation of any of the Premises in any material respect.

          (c) Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and Seller shall certify its taxpayer identification number at Closing.

          (d) To Seller’s knowledge, there are no federal, state, county or municipal plans to materially restrict or change access from any highway or road to any of the Premises.

          (e) Each of the Premises is or will be, a separate parcel for real estate tax assessment purposes.

          (f) No Hazardous Materials are, or to Seller’s knowledge, have been, stored, treated, disposed of or incorporated into, on or around any of the Premises, except in material compliance with applicable statutes, ordinances or regulations; each of the Premises are, to Seller’s knowledge, in material compliance with all applicable environmental, health and safety requirements; any business currently or, to Seller’s knowledge, heretofore operated on the pertinent Premises has disposed of its waste in material compliance with all applicable statutes, ordinances and regulations; and Seller has no written notice of any pending or, to Seller’s knowledge, threatened action or proceeding arising out of the condition of any of the Premises or any alleged violation of environmental, health or safety statutes, ordinances or regulations.

     In order to induce Seller to enter into this Agreement and purchase the Properties, Buyer makes the following representations and warranties:

          (a) Buyer has obtained all necessary authorizations and consents to enable it to execute and deliver this Agreement and to consummate the transaction contemplated hereby.

          (b) Buyer has sufficient liquidity to consummate the purchase of the Premises contemplated hereby and its ability to close is not subject to obtaining any financing.

     All of the representations, warranties and agreements of Seller and Buyer set forth herein and elsewhere in this Agreement shall be true upon the execution of this Agreement and as of the Closing Date and shall survive the Closing Date for a period of one year.

     13. Covenants of Seller Pending Closing. Between the date hereof and the Closing Date:

          (a) Seller shall not, other than in the ordinary course of business, (i) enter into any contracts for services or otherwise that may be binding upon the Buyer subsequent to Closing, (ii) grant any easements or licenses affecting any of the Premises in any material respect, or (iii) take any legal action in connection with any of the Premises which will affect Buyer’s title to the same. Seller shall not enter into any new leases of space in any of the Premises that are not subordinate to this transaction, without the prior written consent of Buyer, which consent shall not be unreasonably withheld.

     14. Change in Property Condition.

          (a) Eminent Domain. If prior to the date of the Closing, Seller has actual knowledge of or receives written notice of any pending or threatened action, suit or proceeding to condemn or take all or any part of any of the Premises under the power of eminent domain, then Seller shall promptly give notice thereof to Buyer. In

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such event, at Buyer’s option, Buyer may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $150,000,000 due to such eminent domain procedures.

          (b) Casualty. If prior to the date of the Closing any of the Properties or any portion thereof, shall be materially damaged or destroyed by reason of fire, storm, accident or other casualty, then Seller shall promptly give notice thereof to Buyer. In such event, the Buyer, at its option, may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $20,000,000 due to such casualty.

          (c) Changes in the Environmental Condition of a Property. If prior to the date of Closing the environmental condition of any of the Properties materially and adversely changes from said condition as of the Effective Date of this Agreement, said Property or Properties shall be considered an Unacceptable Premises. In such event, the Buyer, at its option, may substitute a replacement Property for said Property in accordance with the terms of Section 20 of this Agreement. In no event shall the Purchase Price be reduced to less than $20,000,000 due to such change in the environmental condition of a Property.

     15. Reserved.

     16. Remedies Upon Default.

          (a) In the event Buyer breaches or defaults under any of the terms of this Agreement prior to or on the Closing Date, the sole and exclusive remedy of Seller shall be to receive from Escrow Agent the full amount of the Earnest Money Deposit, and Buyer shall have no rights therein. Seller shall only be entitled to receive the Earnest Money if Seller delivers notice of any default hereunder, and Buyer has failed to cure the default by the earlier of (i) three days from Buyer’s receipt of said notice, or (ii) the Closing Date. Buyer and Seller acknowledge and agree that (i) the Earnest Money and any interest earned thereon if received in accordance with the terms of this Agreement is a reasonable estimate of and bears a reasonable relationship to the damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Properties from sale and the failure of Closing to occur due to a default of Buyer under this Agreement; (ii) the actual damages suffered and costs incurred by Seller as a result of such withdrawal and failure to close due to a default of Buyer under this Agreement would be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the amount of the Earnest Money Deposit and any interest earned thereon if the transaction contemplated by this Agreement does not close due to a default of Buyer under this Agreement; and (iv) such amount shall be and constitute valid liquidated damages.

          (b) In the event Seller defaults under any of the terms of this Agreement on or prior to the Closing Date, then Buyer sole remedy shall be to receive a refund of the Earnest Money Deposit (if Closing does not occur) and recover the Breakup Fee from Seller. Notwithstanding the foregoing, if (i) Seller fails to close hereunder and (ii) such failure is the result of Seller electing to pursue a sale-leaseback transaction with another party, then in lieu of obtaining the Breakup Fee, Buyer may compel specific performance of this Agreement, in which event Buyer may also recover its costs incurred in compelling specific performance.

     17. Notices. All notices, elections, requests and other communication hereunder shall be in writing and shall be deemed given (i) when personally delivered, (ii) two (2) business days after being deposited in the United States mail, postage prepaid, certified or registered, or (iii) the next business day after being deposited with a recognized overnight mail or courier delivery service, or (iv) when transmitted by facsimile or telecopy transmission, with receipt acknowledge upon transmission; addressed as follows (or to such other person or at such other address, of which any party hereto shall have given written notice as provided herein):

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If to Seller:	SSP Partners
	4433 Baldwin
	Corpus Christi, Texas 78408
	Attention: Mr. Sam L. Susser
	Fax: (361) 880-8149
with a copy to:	Mr. E. V. Bonner, Jr.
	General Counsel
	P.O. Box 9036
	Corpus Christi, Texas 78469
	Fax: (361) 693-3725
If to Buyer:	Commercial Net Lease Realty, LP
	450 South Orange Avenue, Suite 900
	Orlando, Florida 32801
	Attention: Julian E. Whitehurst, COO
	Fax: (407) 650-1044
with a copy to:	Commercial Net Lease Realty, Inc.
	450 South Orange Avenue, Suite 900
	Orlando, Florida 32801
	Attention: Christopher P. Tessitore, Esquire
	Fax: (407) 650-1044
If to Escrow Agent:	First American Title Insurance Company
	National Division
	4801 East Washington Street
	Phoenix, Arizona 85034
	Attention: Nori Strong
	Fax: (602) 685-7473

     18. Brokerage Commissions. Seller and Buyer each warrant to the other party that no finders or brokers have been involved with the introduction of Seller and Buyer and/or the purchase, sale or leasing of the Properties except for Banc of America Securities, which shall be paid a fee or commission solely by Seller. In the event of a breach of the foregoing warranties, the breaching party agrees to save, defend, indemnify and hold harmless the non-breaching party from and against any claims, losses, damages, liabilities and expenses, including but not limited to attorneys’ fees. The obligations of this Section shall survive the Closing or earlier termination of this Agreement.

     19. Seller’s Plan of Recapitalization. Seller has delivered to Buyer a description of Tenant’s final pro forma financial structure for the proposed recapitalization (the “Plan of Recapitalization”), of Tenant and Buyer has approved the Plan. If the Plan of Recapitalization materially changes on or prior to the Closing Date or if Seller does not close on the Plan of Recapitalization on or prior to the Closing Date, subject to extension of the Closing Date as otherwise provided for in this Agreement, Seller shall not be in default under this Agreement, and either Buyer or Seller may terminate this Agreement. If Buyer or Seller terminates this Agreement pursuant to this Section, the Earnest Money Deposit shall be immediately returned to Buyer, and Seller shall be responsible for and shall pay directly to Buyer the Breakup Fee, as Buyer’s sole and exclusive remedy. Seller shall wire the Breakup Fee to Buyer no later than three (3) days after the termination of this Agreement pursuant to this Section. The rights and obligations of Seller and Buyer under this Section shall survive the termination of this Agreement.

     20. Buyer’s Selection of Properties / Substitution of Properties. On or before the end of the Inspection Period, Buyer shall select from the list of Properties those Properties that will be the Selected Premises that Buyer desires to purchase under this Agreement; provided, however, the Selected Premises shall have a cumulative Purchase Price of no less than $20,000,000. After the end of the Inspection Period, Buyer shall have the right to alter the list of Selected Premises by substituting one or more different Properties for one of the Selected Premises

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anytime prior to the Closing Date; provided, however, the Selected Premises shall have a cumulative Purchase Price of no less than $20,000,000.

     21. Miscellaneous Provisions.

          (a) Assignment; Binding Effect. Provided Buyer shall remain fully liable hereunder, Buyer may assign all or a part of its rights and obligations hereunder, without the written consent of Seller, to any of the following: (i) any subsidiary of Buyer, including but not limited to NNN Acquisitions, Inc., and (ii) any exchange accommodator titleholder used in connection with performing a tax deferred exchange under Section 1031 of the United States Internal Revenue Code. Seller shall not have the right to assign its rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective successors and assigns.

          (b) Captions. The several headings and captions of the Sections and subsections used herein are for convenience of reference only and shall in no way be deemed to limit, define or restrict the substantive provisions of this Agreement.

          (c) Entire Agreement; Recording. This Agreement constitutes the entire agreement of Buyer and Seller with respect to the purchase and sale of the Properties, and supersedes any prior or contemporaneous agreement with respect thereto. No amendment or modification of this Agreement shall be binding upon the parties unless made in writing and signed by both Seller and Buyer. Neither this Agreement nor any Memorandum thereof shall be recorded by any party and, if recorded by any party, the other party hereto may immediately terminate all of its obligations under this Agreement.

          (d) Time of Essence. Time is of the essence with respect to the performance of all of the terms, conditions and covenants of this Agreement.

          (e) Cooperation. Buyer and Seller shall cooperate fully with each other to carry out effectively the purchase and sale of the Properties, in accordance herewith and the satisfaction and compliance with all of the conditions and requirements set forth herein, and shall execute such instruments and perform such acts as may be reasonably requested by either party hereto.

          (f) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws and customs of the State of Texas.

          (g) Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

          (h) Attorneys’ Fees. In the event any party to this Agreement should bring suit against the other party in respect to any matters provided for herein, the prevailing party shall be entitled to recover from the non-prevailing party its costs of court, legal expenses and reasonable attorneys’ fees. As used herein, the “prevailing party” shall include, without limitation, any party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.

          (i) Certain References. As used in this Agreement, the words “hereof,” “herein,” “hereunder” and words of similar import shall mean and refer to this entire Agreement and not to any particular article, section or paragraph of this Agreement, unless the context clearly indicates otherwise.

          (j) Time Periods. Unless otherwise expressly provided herein, all periods for performance, approval, delivery or review and the like shall be determined on a “calendar” day basis. If any day for performance, approval, delivery or review shall fall on a Saturday, Sunday or legal holiday, the time therefor shall be extended to the next business day.

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          (k) Authority. Each person executing this Agreement, by his or her execution hereof, represents and warrants that they are fully authorized to do so, and that no further action or consent on the part of the party for whom they are acting is required to the effectiveness and enforceability of this Agreement against such party following such execution.

          (l) Severability. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

          (m) Waiver. One or more waivers of any covenant, term or condition of this Agreement by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party requiring such consent or approval shall not be deemed to waiver or render unnecessary consent to or approval of any subsequent similar act.

          (n) Relationship of the Parties. Nothing herein contained shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that no provision contained herein, nor any acts of the parties hereto shall be deemed to create the relationship between the parties hereto other than the relationship of seller and buyer.

          (o) Tax Deferred Exchange. Seller and Buyer agree to cooperate with each other in effecting for the benefit of either party a delayed like-kind exchange of real property pursuant to Section 1031 of the United States Internal Revenue Code and similar provisions of applicable state law; provided that (i) neither party shall be obligated to delay the closing hereunder and (ii) neither party shall be obligated to execute any note, contract, deed or other document not otherwise expressly provided for in this Agreement providing for any personal liability, nor shall either party be obligated to take title to any property other than the Property as otherwise contemplated in this Agreement or incur additional expense for the benefit of the other party. Each party shall indemnify and hold the other harmless against any liability which arises or is claimed to have arisen on account of any exchange proceeding which is initiated on behalf of the indemnifying party.

          (p) Confidentiality. Buyer and Seller hereby agree that from the date of this Agreement until the Closing Date the terms and conditions of this Agreement shall be kept confidential and no terms or conditions of this Agreement shall be disclosed, except as otherwise allowed for in this subsection. Notwithstanding the foregoing, Buyer and Seller may disclose the terms of this Agreement on the following terms and conditions:

     After the Effective Date, the terms of the Agreement and any information (written or oral), financial statements, analysis, compilations, studies or other documentation provided by or on behalf of either party to the other with respect to the Agreement and the Properties (the “Confidential Information”) is confidential information intended solely for Seller’s and Buyer’s own limited use in connection with the acquisition of the Selected Premises. Buyer and Seller each covenant to the other that it, its agents and representatives will not, without the consent of the other, disclose to any other person or entity, by any means whatsoever, the terms or existence of the Agreement or the Confidential Information. Notwithstanding the foregoing, Buyer and Seller may disclose the terms of the Agreement and the Confidential Information without the other’s consent (i) to the extent required by law or legal process, including the securities laws, rules and regulations of the United States, (ii) to such of their agents, attorneys, accountants, current and prospective lenders, and other third party consultants, to private and governmental auditors and regulators, and to bond rating agencies (and with regard the Seller’s Plan of Recapitalization, any other entities that may reasonably request such information as a result of change-of-control provisions in Seller’s contracts), securities underwriters and analysts as the disclosing party may deem necessary or advisable, (iii) to the extent the other commits any fraud or makes any misrepresentations with respect to the Agreement or the Confidential Information, or (iv) to the extent the Confidential Information is generally available to the public. Prior to making any disclosure of Confidential Information to the markets pursuant to SEC 8K requirements or in other SEC filings, the disclosing party will notify the other party to this Agreement of the requirement of said disclosure, the contents of said disclosure and shall give the other party a reasonable opportunity to comment on such disclosure prior to the disclosure thereof. Should the parties Close on the Premises, hereunder, the obligations of this Subsection shall terminate at the time of said Closing.

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          (q) First Contract Buyer and Seller have entered into that certain Real Estate Purchase and Sale Contract dated November 28, 2005 (the “First Contract”), for the purchase and sale of the properties therein described. If the First Contract does not close due to Buyer’s default under the First Contract, then Seller may (but is not under any obligation to), at Seller’s option, terminate this Contract and the earnest money shall be delivered to Seller. If the First Contract does not close due to Seller’s default under the First Contract, then Buyer may (but is not under any obligation to), at Buyer’s option, terminate this Contract and the breakup fee shall be delivered to Buyer.

(Remainder of Page Intentionally Left Blank)

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     IN WITNESS WHEREOF, the parties hereto have executed this Real Estate Purchase and Sale Contract on the date first above written.

BUYER:
COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership
By:	CNLR GP Corp., a Delaware corporation,
	as general partner
	By:	/s/ Julian E. Whitehurst
	Name:	Julian E. Whitehurst
	Title:	Executive Vice President
	Date:	December 1, 2005
SELLER:
SSP PARTNERS,
a Texas general partnership
By:		/s/ Sam C. Susser
Name:		Sam C. Susser
Title:		President and Chief Executive Officer
Date:		December 1, 2005
ESCROW AGENT:
FIRST AMERICAN TITLE INSURANCE COMPANY
By:		/s/ Carol Peterson
Name:		Carol Peterson
Title:		Vice President
Date:		December 1, 2005

14

FIRST AMENDMENT TO SECOND CONTRACT

     This First Amendment of Real Estate Purchase and Sale Contract (the “Amendment”), is made and entered into as of December 15, 2005, by and between Commercial Net Lease Realty, LP (herein called “Buyer”), and SSP Partners (hereafter called “Seller”).

     Whereas, Seller and Buyer entered into that certain Real Estate Purchase and Sale Contract dated December 1, 2005 (the “Second Contract”), for the purchase and sale of the properties described therein (the “Property”); and

     Whereas, Seller and Buyer desire to amend the Second Contract in order to extend the Inspection Period as to certain title and survey matters;

     Now therefore, in consideration of the premises, Seller and Buyer agree to amend the Second Contract as follows:

     1. The Inspection Period described in Paragraph 5 of the Second Contract is extended until December 19, 2005, as to the items described in Paragraph 5(a) and (b) only. The Inspection Period is not extended as to (i) Paragraph 5(c), or (ii) Buyer’s obligation to give Seller notice of the final selection of the Selected Properties.

     The Second Contract, as expressly amended and modified herein, is hereby ratified and confirmed by Seller and Buyer and shall continue in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Second Contract, the terms of this Amendment shall govern and control.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Amendment by and through their duly authorized officers and /or representatives on the day and year written below.

[Signatures on following page]

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SELLER:
SSP PARTNERS
By:	/s/ Sam C. Susser
Print Name:	Sam C. Susser
Print Title:	President and Chief Executive Officer

BUYER:
COMMERCIAL NET LEASE REALTY, LP,
a Delaware limited partnership
By:	CNLR GP Corp., a Delaware corporation
	its general partner
	By:	/s/ Kevin B. Habicht
		Kevin B. Habicht, Executive Vice President

2

EX-10.1

Exhibit 10.1

Store No. «Store_»

«Site_Address»

«City», «ST» «Zip_Code»

LEASE AGREEMENT

Between

«BuyerLandlord»,
«Corp_Info»
as Landlord,

and

SSP PARTNERS,
a Texas general partnership,
as Tenant,

TABLE OF CONTENTS

			PAGE
ARTICLE I. AGREEMENT TO LEASE				1
	1.1	Demise		1
	1.2	Condition		1
	1.3	Quiet Enjoyment		2
ARTICLE II. TERM				2
	2.1	Term		2
	2.2	Rental Commencement Date		2
	2.3	Effective Date		2
	2.4	Option to Renew		2
	2.5	Termination		3
ARTICLE III. RENT				3
	3.1	Base Rent		3
	3.2	Annual Rent Increases		3
	3.3	Additional Rent; Rent Defined		6
	3.4	Payment of Rent		7
	3.5	Past Due Rent		7
	3.6	No Diminution or Abatement of Rent		6
ARTICLE IV. USE AND OPERATION OF PREMISES				6
	4.1	Permitted Use		6
	4.2	Reserved		7
	4.3	Compliance With Laws		7
	4.4	Compliance With Restrictions, Etc		8
	4.5	Hazardous Materials and Sewage		8

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			PAGE
	4.6	Resolution of Environmental Matters at Expiration or Termination of Tenancy		13
	4.7	Right to Contest		14
	4.8	Sewage		14
	4.9	Survival		14
ARTICLE V. TAXES AND ASSESSMENTS				14
	5.1	Real Estate Taxes and Assessments		14
ARTICLE VI. UTILITIES				17
ARTICLE VII. RESERVED				17
ARTICLE VIII. INSURANCE				17
	8.1	Insurance by Tenant		17
	8.2	Carriers and Features		18
	8.3	Failure to Procure Insurance		19
	8.4	Self Insurance		19
ARTICLE IX. ADDITIONS, ALTERATIONS AND REMOVALS				19
	9.1	Prohibition		19
	9.2	Permitted Renovations		20
ARTICLE X. MAINTENANCE AND REPAIRS				21
	10.1	Repairs by Tenant		21
	10.2	Landlord’s Obligation		21
ARTICLE XI. DAMAGE OR DESTRUCTION				21
	11.1	Restoration and Repair		21
	11.2	Escrow of Insurance Proceeds		22
	11.3	Uninsured Losses		22
ARTICLE XII. CONDEMNATION				22
	12.1	Complete Taking		22

ii

			PAGE
	12.2	Partial Taking		23
	12.3	Award		23
	12.4	Disputes		23
ARTICLE XIII. LANDLORD’S RIGHT TO INSPECT				23
ARTICLE XIV. ASSIGNMENT AND SUBLETTING BY TENANT				24
ARTICLE XV. LANDLORD’S INTEREST NOT SUBJECT TO LIENS				24
	15.1	Liens, Generally		24
	15.2	Mechanics Liens		25
	15.3	Contest of Liens		26
	15.4	Notices of Commencement of Construction		26
ARTICLE XVI. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE				26
	16.1	Subordination		26
	16.2	Attornment		27
	16.3	Rights of Mortgagees and Assignees		27
ARTICLE XVII. END OF TERM				28
	17.1	Surrender of Premises		28
	17.2	Holding Over		28
	17.3	Reserved		28
ARTICLE XVIII. LIABILITY OF LANDLORD; INDEMNIFICATION				28
	18.1	Liability of Landlord		28
	18.2	Indemnification of Landlord		29
	18.3	Notice of Claim or Suit/Notice of Environmental Matters		29
	18.4	Limitation on Liability of Landlord		29
ARTICLE XIX. DEFAULT				29
	19.1	Events of Default		29

iii

			PAGE
	19.2	Remedies on Default		32
	19.3	Landlord May Cure Tenant Defaults		33
	19.4	Waiver of Landlord’s Lien		33
	19.5	Rights Cumulative		34
ARTICLE XX. NOTICES				34
ARTICLE XXI. MISCELLANEOUS				34
	21.1	“Triple Net” Lease		34
	21.2	Estoppel Certificates		35
	21.3	Brokerage		35
	21.4	No Partnership or Joint Venture		35
	21.5	Entire Agreement		36
	21.6	Waiver		36
	21.7	Time		36
	21.8	Costs and Attorneys’ Fees		36
	21.9	Financial Data		36
	21.10	Captions and Headings		37
	21.11	Severability		37
	21.12	Successors and Assigns		37
	21.13	Applicable Law		37
	21.14	Recordation of Memorandum of Lease		37
	21.15	Waiver of Jury Trial		37
	21.16	Counterparts		37
	21.17	Not a Security Arrangement		37
	21.18	Maintenance Records and Contracts		37
	21.19	Tenant’s Personal Property		37

iv

		PAGE
21.20	Landlord’s Cooperation		38
21.21	Reserved		38
21.22	Guaranty		38

v

Exhibit A	—	Legal Description
Exhibit B	—	Tenant Estoppel Certificate
Exhibit C	—	Memorandum of Lease
Exhibit D	—	Other Leases — List of Other Properties
Schedule 1	—	Financial Data

vi

LEASE AGREEMENT

     THIS LEASE AND AGREEMENT (the “Lease”) is made and entered into effective as of the ___ day of December, 2005 by and between , , (the “Landlord”), and SSP PARTNERS, a Texas general partnership (the “Tenant”).

W I T N E S S E T H:

     WHEREAS, Tenant or Tenant’s affiliate is the owner of fee simple title to certain real property located in the City of , County of , State of and described in Exhibit A attached hereto (the “Land”) upon which a building has been constructed, together with related site improvements including: (i) the Storage Tank System as defined in Section 4.5 of this Lease, (ii) canopies on the pump islands, and (iii) the car wash, if any, located in, on or under the Land (collectively, the “Improvements”) (the Land and the Improvements, together with all licenses, rights, privileges and easements appurtenant thereto shall be collectively referred to herein as the “Premises”);

     WHEREAS, simultaneously with the date of this Lease Tenant or Tenant’s affiliate has conveyed the Premises to Landlord together with certain other properties owned by Tenant or Tenant’s affiliates; and

     WHEREAS, Tenant desires to lease back from Landlord, and Landlord has agreed to lease back to Tenant, all of the Premises upon the terms and conditions as more particularly hereinafter provided and described;

     NOW, THEREFORE, for and in consideration of the premises hereof, the sums of money to be paid hereunder, and the mutual and reciprocal obligations undertaken herein, the parties hereto do hereby covenant, stipulate and agree as follows:

ARTICLE I.
AGREEMENT TO LEASE

     1.1 Demise. Landlord does hereby demise, let and lease unto Tenant, and Tenant does hereby hire, lease and take as Tenant from Landlord the entire Premises upon those terms and conditions hereinafter set forth.

     1.2 Condition. Tenant acknowledges and agrees that the Premises is and shall be leased by Landlord to Tenant in its present “as is” condition, and that Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof. Tenant acknowledges that Landlord has not investigated and does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purpose or purposes whatsoever, and Tenant acknowledges that the Premises are to be leased to Tenant in their existing condition, i.e., “as-is”, on and as of the Effective Date. Tenant acknowledges that Tenant shall be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable governmental requirements, including, without limitation, all governmental charges and fees, if any, which may be due or payable to applicable authorities. Tenant agrees that, by leasing the Premises, Tenant warrants and represents that Tenant has

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examined and approved all things concerning the Premises which Tenant deems material to Tenant’s leasing and use of the Premises. Tenant further acknowledges and agrees that (a) neither Landlord nor any agent of Landlord has made any representation or warranty, express or implied, concerning the Premises or which have induced Tenant to execute this Lease except as contained in this Lease, and (b) any other representations and warranties are expressly disclaimed by Landlord.

     1.3 Quiet Enjoyment. Landlord covenants and agrees that so long as Tenant shall timely pay all rents due to Landlord from Tenant hereunder and keep, observe and perform all covenants, promises and agreements on Tenant’s part to be kept, observed and performed hereunder, Tenant shall and may peacefully and quietly have, hold and occupy the Premises free of any interference from Landlord; subject, however, and nevertheless to the terms, provisions and conditions of this Lease.

ARTICLE II.
TERM

     2.1 Term. The initial term of this Lease (the “Initial Term”) shall, unless sooner terminated as elsewhere provided in this Lease, commence on the Effective Date and shall terminate and expire at 11:59 p.m. on the date immediately preceding the twentieth (20^th) anniversary of the Effective Date. The Initial Term, together with any properly exercised Option Period (defined in Section 2.4 below) shall be collectively referred to herein as the “Term”.

     2.2 Rental Commencement Date. For the purposes of this Lease, the “Rental Commencement Date” shall be the Effective Date hereof.

     2.3 Effective Date. For the purposes of this Lease, the “Effective Date” shall be the date set forth in the first paragraph of this Lease.

     2.4 Option to Renew.2.5 Tenant shall have and is hereby granted five (5) options (individually an “Option”) to extend this Lease beyond the Initial Term for an additional period of five (5) years each (individually an “Option Period”), upon the same terms, covenants, conditions and rental as set forth herein. Tenant may exercise each such Option successively by giving written notice to Landlord not less than six (6) months prior to the expiration of the Initial Term of this Lease or expiration of the then current Option Period, as applicable (the “Option Notice”). Notwithstanding the foregoing, Tenant shall not be entitled to extend the Term of this Lease if, at the time of exercise of an Option, an Event of Default has occurred and is continuing. If Tenant does not elect to extend, or shall not be entitled pursuant to the preceding sentence to extend the Term of this Lease for an additional Option Period, all remaining rights of renewal shall automatically expire.

     Notwithstanding anything else contained herein, if Tenant exercises an Option hereunder and if the Base Rent for such Option Period (pursuant to the calculation called for in Section 3.2(f) hereof), (i) is less than the Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), then Landlord may reject said Option Notice by delivering a written notice of rejection to Tenant (the “Rejection Notice”), and (ii) if the Base Rent for such Option Period (pursuant to the calculation called for in Section 3.2(f) hereof), is more than the

2

Base Rent that would be arrived at if the Base Rent was increased pursuant to Section 3.2(e), the Tenant may withdraw its Option Notice by delivering written notice of withdrawal of the Option Notice within thirty (30) days of determination of amount of Base Rent under Section 3.2(f). Should Landlord deliver a Rejection Notice to Tenant or should Tenant withdraw its Option Notice as provided for above, Tenant’s Option Notice shall be void and of no effect and the Lease shall expire and terminate at the end of the then current Option Term. However, Tenant may, at its option, extend the Term for the applicable Option Period after receipt of Landlord’s Rejection Notice, by delivering within thirty (30) days of receipt of Landlord’s Rejection Notice a second Option Notice (the “Second Option Notice”) stating that Tenant desires to extend the Term for the Option Period and Tenant agrees to pay Base Rent equal to Base Rent obtained by the application of the formula set forth in Section 3.2(e) hereof. Tenant shall have no obligation hereunder to deliver a Second Option Notice or to so extend the Lease under the terms required in a Second Option Notice. Should Tenant timely deliver to Landlord a Second Option Notice which complies with the requirements of this Section, the Term of the Lease shall be extended for the applicable Option Period at the Base Rent called for in the Second Option Notice.

     2.5 Termination. Notwithstanding any present or future law to the contrary, this Lease shall not be terminated by Tenant for any failure of Landlord to perform pursuant to the terms and conditions of this Lease or otherwise for any reason except as expressly provided herein.

ARTICLE III.
RENT

     3.1 Base Rent. Beginning on the Rental Commencement Date, and subject to proration as set forth below, Tenant shall pay annual base rent for the Premises for the first Lease Year in equal monthly installments of (“Base Rent”), together with any sales and use taxes thereon, if any are ever imposed in the State where the Premises is located. Such Base Rent shall be paid in advance, on the first (1st) day of each calendar month commencing on the first (1st) day of the calendar month immediately following the Rental Commencement Date, it being agreed that Base Rent payable with respect to the period between the Rental Commencement Date and the first day of the following calendar month shall be due at the time that the first payment of Base Rent is due.

     For the purposes of this Lease, the term “Lease Year” shall mean and be defined as each twelve month period commencing on the first day of the calendar month immediately following the Rental Commencement Date; provided, however, that the first Lease Year shall include the period from the Rental Commencement Date to the first day of the next following calendar month after the Rental Commencement Date. Base Rent shall be proportionately prorated for any extended or partial Lease Year (i.e., the first Lease Year and/or the final Lease Year).

     3.2 Annual Rent Increases. The capitalized terms used herein are defined below. Base Rent shall be increased each Lease Year during the Term of the Lease, as more particularly set forth below.

               (a)«Alternate_1»«Alternate_2»

3

               (b)«Alternate_3»«Alternate_4»

               (c) On each of the tenth through nineteenth Adjustment Dates, Base Rent shall increase by the percentage increase in the CPI, subject to the Increase Cap set forth below. The increases in Base Rent will be calculated as follows: (i) subtract one point zero (1.0) from a fraction, the numerator of which shall be the Variable Index, and the denominator of which shall be the Base Index; and then (ii) multiply the result obtained in subpart (i) above by the Base Rent for the Lease Year immediately prior to the Adjustment Date. Notwithstanding the foregoing, in no event shall the increase in Base Rent on the eleventh through nineteenth Adjustment Dates exceed one and one half percent (1.5%) (the “Increase Cap”), and in no event shall the new Base Rent be less than the Base Rent for the Lease Year prior to the Adjustment Date.

               (d) INTENTIONALLY OMITTED.

               (e) At the beginning of the 1^st Option Period exercised by Tenant hereunder, Base Rent shall be initially set to the Base Rent which would be arrived at by increasing the Base Rent for the Lease Year prior to the applicable Option Period by the percentage increase in the CPI, using the same formula set forth in subsection 3.2(c) above and subject to the Increase Cap.

               (f) At the beginning of each remaining Option Period, if any, exercised by Tenant hereunder, Base Rent shall be initially set the Fair Market Rental Value of the Premises as of the date of the commencement of the Option Period.

               (g) After the resetting of the Base Rent for the beginning of each Option Period as provided for in subsection 3.2(e) or 3.2(f) above, Base Rent shall increase each Lease Year on each Adjustment Date in the applicable Option Period by the percentage increase in the CPI, using the same formula set forth in subsection 3.2(c) above and subject to the Increase Cap.

               (h) Landlord’s delay or the failure of Landlord, beyond commencement of any Adjustment Date in computing or billing for these adjustments will not impair the continuing obligation of Tenant to pay any and all Base Rent or other Rent due hereunder including any increased Base Rent when billed.

               (i) In applying the foregoing formula for Base Rent adjustments, the following terms shall have the following meaning:

                    (1) “Adjustment Date” shall mean, as the case may require, the first (1^st) day of the second Lease Year, and the first day of each succeeding Lease Year during the Term, including any Option Periods.

                    (2) “Base Index” for the first Adjustment Date shall mean the CPI for the month which is two months prior to the Rent Commencement Date. Thereafter, the Base Index shall mean the CPI for the month which is two months prior to the prior Adjustment Date.

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By way of example, for the first Adjustment Date, the Base Index will be the CPI for the month which is two months prior to the Rent Commencement Date, for the second Adjustment Date, the Base Index will be the CPI for the month which is two months prior to the first Adjustment Date, for the third Adjustment Date the Base Index will be the CPI for the month which is two months prior to the second Adjustment Date, etc.

                    (3) “CPI” shall mean the Consumer Price Index for All Urban Consumers, All Items, U.S.A. Area, 1982-1984 = 100, as published by the Bureau of Labor Statistics, United States Department of Labor (U.S. City Average). If such index is discontinued, CPI shall then mean the most nearly comparable index published by the Bureau of Labor Statistics or other official agency of the United States Government as determined by Landlord.

                    (4) “Fair Market Rental Value” shall mean the market rent for the Premises as determined as follows: Landlord and Tenant shall each appoint an independent appraiser who is a designated member (MAI) in good standing with the Appraisal Institute, having at least ten (10) years experience in appraising properties similar to the Premises. Each appraiser is encouraged to share market data information with each other. Each appraiser shall prepare and submit a written appraisal of the Fair Market Value of the Premises within sixty (60) days after either party so requests. The Fair Market Value shall be calculated as of the date of said request. If the difference, if any, between the highest appraisal submitted and the lowest appraisal submitted is an amount less than or equal to ten percent (10%) of the amount of the lesser appraisal, the appraised Fair Market Value of the Premises shall be deemed to be equal to the numerical average of the amounts of the two (2) appraisals submitted. If the difference between the two (2) appraisals submitted is an amount greater than ten percent (10%) of the amount of the lesser appraisal, then the two appraisers shall appoint a third appraiser within thirty (30) days after the two appraisers have submitted their reports. The third appraiser shall prepare and submit a written appraisal of the Premises within forty (40) days after such appraiser’s appointment. If a third appraiser is required to be submitted, the appraised Fair Market Value of the Premises shall be deemed to be equal to the numerical average of the two (2) appraisals that have the closest value. If the two appraisers are unable to agree to the appointment of the third appraiser, then either party may request such appointment by a presiding district court judge for County, . Such appointed third appraiser shall meet the same qualifications set forth herein. Landlord and the Tenant shall each pay the costs and expenses for their respective appraisers, and, if a third appraiser is necessary, Landlord and Tenant shall share equally the expense of the third appraiser. Landlord and Tenant each agree to cooperate with the appraisers and provide the appraisers with such information as the appraisers may request.

               (a) “Variable Index” shall mean the CPI for the month which is two months prior to the current Adjustment Date. By way of example, for the first Adjustment Date the Variable Index will be the CPI for the month which is two months prior to the first Adjustment Date, and for the second Adjustment Date the Variable Index will be the CPI for the month which is two months prior to the second Adjustment Date, for the third Adjustment Date the Variable Index will be the CPI for the month which is two months prior to the third Adjustment Date, etc.

5

     3.3 Additional Rent; Rent Defined. If Landlord shall make any expenditure for which Tenant is responsible or liable under this Lease, or if Tenant shall become obligated to Landlord under this Lease for any sum other than Base Rent or as hereinabove provided, the amount thereof shall be deemed to constitute additional rent (“Additional Rent”) and shall be due and payable by Tenant to Landlord, together with all applicable sales taxes thereon, if any, simultaneously with the next succeeding monthly installment of Base Rent or at such other time as may be expressly provided in this Lease for the payment of the same.

     For the purpose of this Lease, the term “Rent” shall mean and be defined as all Base Rent and Additional Rent due from Tenant to Landlord hereunder.

     3.4 Payment of Rent. Each of the foregoing amounts of Rent and other sums shall be paid to Landlord without demand and without deduction, set-off, claim or counterclaim of any nature whatsoever which Tenant may have or allege to have against Landlord, and all such payments shall, upon receipt by Landlord, be and remain the sole and absolute property of Landlord. All such Rent and other sums shall be paid to Landlord in legal tender of the United States at the address to which notices to Landlord are to be given or to such other party or to such other address as Landlord may designate from time to time by written notice to Tenant. If Landlord shall at any time accept any such Rent or other sums after the same shall become due and payable, such acceptance shall not excuse a delay upon subsequent occasions, or constitute or be construed as a waiver of any of Landlord’s rights hereunder. At the request of Landlord, Tenant shall pay Base Rent and any Additional Rent hereunder by electronic funds transfer or by wire, provided Landlord provides to Tenant appropriate wire instructions or electronic transfer instructions.

     3.5 Past Due Rent. If Tenant fails to make any payment of Rent or any other sums or amounts to be paid by Tenant within five (5) days of the date such payment is due and payable, Tenant shall pay to Landlord an administrative late charge of two and one-half percent (2.5%) of the amount of such payment. In addition, any past due payment of Rent shall bear interest from the date such payment became due to the date of payment thereof by Tenant at a rate which is equal to the lesser of (i) twelve percent (12%) per annum, or (ii) the maximum interest rate then allowable under the laws of the State in which the Premises are located. Such late charge and interest shall constitute Additional Rent and shall be due and payable with the next installment of Rent due hereunder.

     3.6 No Diminution or Abatement of Rent. No abatement, diminution or reduction (i) of Rent, charges or other compensation, or (ii) of Tenant’s other obligations hereunder shall be allowed to Tenant or any person claiming under Tenant, under any circumstances or for any reason whatsoever, except as expressly provided otherwise herein.

ARTICLE IV.
USE AND OPERATION OF PREMISES

     4.1 Permitted Use. Tenant covenants that it shall, throughout the Term of this Lease, use and occupy the Premises only for lawful purposes which do not conflict with covenants, restrictions or other matters of record affecting title to the Premises; notwithstanding the foregoing provision, however, the following uses shall be prohibited on the Premises:

6

               (a) Any obnoxious odor, noise or sound which can be heard or smelled outside of the Building, provided that any usual paging system shall be allowed and further provided that typical restaurant odors shall not be deemed prohibited hereby if such restaurant facilities have been properly constructed and maintained so as not to pollute.

               (b) Any operation primarily used as a warehouse operation and any assembling, manufacturing, distilling, refining, smelting, agricultural or mining operation.

               (c) Any mobile home, trailer court, labor camp, junk yard or stock yard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction or maintenance).

               (d) Any dumping, disposing, incineration or reduction of garbage (exclusive of garbage compactors located in the rear of any Building).

               (e) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation.

               (f) A facility whose primary business is auto or truck repair.

               (g) Any establishment which has as its principal business the selling or exhibiting of pornographic materials, including, without limitation any adult book or film store and any adult entertainment nightclub.

               (h) Any so called “head shop” engaged primarily in the sale of rolling paper and other drug paraphernalia.

     4.2 Reserved.

     4.3 Compliance With Laws. Tenant shall at all times keep and maintain the Premises in compliance with all applicable laws, ordinances, statutes, rules, regulations, orders, directions and requirements of all federal, state, county and municipal governments and of all other governmental agencies or authorities having or claiming jurisdiction over the Premises or the business activities conducted thereon or therein and of all of their respective departments, bureaus, agencies or officers, and of any insurance underwriting board or insurance inspection bureau having or claiming such jurisdiction or any other body exercising similar functions and of all insurance companies from time to time selected by Tenant to write policies of insurance covering the Premises and any business or business activity conducted thereon or therein. However, notwithstanding the foregoing, should there be a de minimis issue of non-compliance with applicable law which does not have a material adverse effect on the Premises, Tenant shall not be obligated to correct such de minimis violation but Tenant shall have the indemnity obligations set forth in Section 18.2 with respect to any such de minimis violation, including indemnity against any fines or penalties imposed against the Premises as a result of such de minimis violations, if any.

     Notwithstanding the generality of the foregoing, but subject to the proviso set forth in the last sentence of the preceding paragraph, Tenant shall, at its sole expense, maintain the Premises in full compliance with all applicable federal, state or municipal laws, ordinances, rules and

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regulations currently in existence or hereafter enacted or rendered governing accessibility for the disabled or handicapped, including, but not limited to, any applicable provisions of The Architectural Barriers Act of 1968, The Rehabilitation Act of 1973, The Americans With Disabilities Act, the accessibility code(s), if any, of the State in which the Premises is located, and all regulations and guidelines promulgated under any all of the foregoing, as the same may be amended from time to time (collectively the “Accessibility Laws”).

     4.4 Compliance With Restrictions, Etc. Tenant, at its expense, shall comply with all restrictive covenants or other title exceptions affecting the Premises and comply with and perform all of the obligations set forth therein to the extent that the same are applicable to the Premises or to the extent that the same, if not complied with or performed, would impair or prevent the continued use, occupancy and operation of the Premises. Further, in addition to Tenant’s payment obligations under this Lease, Tenant shall pay (i) all sums charged, levied or assessed under any restrictive covenants, declaration, reciprocal easement agreement or other title exceptions affecting the Premises promptly as the same become due and shall furnish Landlord evidence of payment thereof, and (ii) any fees, charges, fines, costs, assessments, taxes, demands, orders, directives, or other requirements by any governmental agency asserting jurisdiction, or under any Environmental Laws which arise from or relate to Tenant’s use of, or Tenant’s activities at, the Premises, including, but not limited to, Storage Tank System registration fees, any applicable fees, and any consultant or attorneys’ fees related to or arising under any Environmental Laws.

     4.5 Hazardous Materials and Sewage.

               (a) Definitions. The following terms shall have the following meanings:

                    (i) “De Minimis Release” shall mean a Release which is (i) not reportable under any governmental authority under any applicable Environmental Laws, or (ii) not above action levels established by .

                    (ii) “Environmental Laws or Environmental Requirements”, as used herein, shall mean all applicable federal, state, and local government laws (including common law), rules, regulations, statutes, codes, ordinances, directives, guidance documents, cleanup or other standards, and any other governmental requirements or standards which pertain to, regulate, or impose liability or standards of conduct concerning the use, storage, human exposure to, handling, transportation, release, cleanup or disposal of Hazardous Materials.

                    (iii) “Hazardous Materials” shall mean and be defined as any and all toxic or hazardous substances, chemicals, materials or pollutants, of any kind or nature, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, or ordinance currently in existence or hereafter enacted or rendered, and shall include (without limitation), all oil, gasoline and petroleum based substances.

                    (iv) “Material Release” shall mean any Release other than a De Minimis Release.

                    (v) “Pre-Existing Environmental Condition” means presence of: (i) Hazardous Materials in soil, groundwater or surface water on or about the Premises which first

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existed or first occurred prior to the Effective Date; or (ii) any other environmental condition which first existed or first occurred prior to the Effective Date.

                    (vi) “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment any Hazardous Materials on, over, under, from or affecting the Premises or the air, soil, water vegetation, buildings, personal property, persons or animals thereon, whether occurring before or during the Term of this Lease.

                    (vii) “Storage Tank System” means a complex of one or more underground or aboveground storage tanks and their associated underground, above ground, and/or connected piping and related fuel dispensing, pumping, mechanical, control and detectional equipment, as more particularly located on the Land.

               (b) Environmental Compliance. Tenant shall comply with all laws, including Environmental Laws, relating to the use, storage, transportation, dispensing, sale or Release of Hazardous Materials at the Premises, except for any noncompliance of a de minimis nature or for which the result of noncompliance would not have a material adverse effect on the Premises. Without limiting the foregoing, Tenant shall comply with all laws, including Environmental Laws, relating to Storage Tank Systems, their construction, operation, maintenance, calibration and alarm systems, and promptly shall implement any and all upgrade requirements promulgated by any government agency having jurisdiction at the earliest possible time, but in no event, no later than any applicable deadline announced or promulgated by the government agency. Tenant shall not intentionally Release, and shall use commercially reasonable efforts to prevent any employee, contractor, agent, sublessee, invitee or licensee from Releasing, any Hazardous Materials on the Premises, into the air or the surrounding land, surface water or ground water; provided, however, a De Minimis Release on the Premises shall not be a violation of or a default of Tenant under the Lease (but Tenant shall have the remediation and indemnity obligations set forth in Section 4.5(c) and 4.5(d) below). Tenant shall provide Landlord with copies of all reports, studies, complaints, claims, directives, citations, demands, inquiries, notices of violation, or orders relating to Hazardous Materials at or emanating from or to the Premises, at any time, or any alleged non-compliance with Environmental Laws at the Premises, reasonably promptly (and in no event later than fifteen (15) days) after such documents are provided to or generated by Tenant. Tenant also shall notify Landlord of any Material Release of Hazardous Materials at, on, under or from the Premises promptly upon notification of Tenant thereof, and promptly shall abate and remove any such Releases as required in this Article. A Material Release in and of itself shall not be a violation of or a default under this Lease, unless such Material Release shall result from the intentional acts of Tenant or from Tenant’s failure to use commercially reasonable efforts to prevent any employee, contractor, agent, lessee, invitee or licensee from Releasing, any Hazardous Materials on the Premises, into the air or the surrounding land, surface water or ground water; provided, however, Tenant’s failure to respond or take action after a Material Release as otherwise required in this Lease shall be a default hereunder. Any fuel spills immediately shall be removed and cleaned up using absorbent or other appropriate materials. Water shall not be used to clean gasoline or diesel from the surfaces of the Premises, other than for routine power washing and any water used by the fire department in response to a fire. All reporting, investigation and/or remediation requirements

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under any Environmental Law with respect to any and all Releases of Hazardous Materials at, on, from or near the Premises are the responsibility of Tenant.

               (c) Tenant’s Responsibility for Hazardous Materials. Hazardous Materials at the Premises shall be the responsibility of Tenant and Tenant shall be liable for and responsible for such Hazardous Materials, including without limitation, at Tenant’s sole cost (i) any Pre-Existing Environmental Condition (provided, however, that Tenant represents that based on the environmental information in Tenant’s files, there are no known Pre-Existing Environmental Conditions on the date of this Lease, and based on such information, the possibility of such a Pre-Existing Environmental Condition is remote); (ii) permitting, reporting, assessment, testing, investigation, treatment, removal, remediation, transportation and disposal of such Hazardous Materials as directed by any governmental agency, as required by Environmental Laws; (iii) damages, costs, expenditures and claims for injury to persons, property, the Premises and surrounding air, land, surface water, and ground water resulting from such Hazardous Materials; (iv) claims by any governmental agency or third party associated with injury to surrounding air, land, surface water and ground water or other damage resulting from such Hazardous Materials; (v) damages for injury to the buildings, fixtures, appurtenances, equipment and other personal property of Landlord to the extent caused by such Hazardous Materials; (vi) fines, costs, fees, assessments, taxes, demands, orders, directives or any other requirements imposed in any manner by any governmental agency asserting jurisdiction, or under any Environmental Laws with respect to such Hazardous Materials; (vii) damages, costs and expenditures for injury to natural resources to the extent caused by such Hazardous Materials as directed by any governmental agency or otherwise as required by applicable law, including Environmental Laws; (viii) compliance with Environmental Laws regarding the use, storage, transportation, release, disposal, dispensing or sale of Hazardous Materials; and (ix) any other liability or obligation related to such Hazardous Materials. Except as otherwise provided in Section 4.6(f) below, Landlord is not required to incur any costs, fees (including attorney, consultant and expert witness fees) or expenses for environmental compliance, testing, investigation, assessment, remediation or cleanup relating to Hazardous Materials, should Landlord incur any such reasonable costs, expenses or fees relating to Hazardous Materials at the Premises or surrounding lands or surface water or ground water, Tenant shall promptly reimburse Landlord for said costs, expenses or fees (except to the extent such costs, fees or expenses arise from other property owned by Landlord, if any).

               (d) Tenant’s Environmental Indemnification. Tenant shall indemnify, defend, and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space of the Premises, and sums paid in settlement of claims, attorneys’ fees, consultation fees, and expert fees) which arise before, or during the term of the Lease as a result of Hazardous Materials (provided, however, that Tenant represents that based on the environmental information in Tenant’s files, there are no known Pre-Existing Environmental Conditions on the date of this Lease, and based on such information, the possibility of such a Pre-Existing Environmental Condition is remote). This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation or site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of

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Hazardous Materials present in the soil or ground water on or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises results in any contamination of the Premises, Tenant shall promptly take all actions at its sole expense as are recommended by environmental consultants hired by Tenant and are necessary to return the Premises to the condition required by the appropriate governmental authority; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises. Should Tenant obtain a “no further action” closure letter or similar evidence of the completion of remediation from (an “NFA Letter”) Tenant shall have no obligation to further remediate the Premises, but Tenant shall continue to indemnify, defend and hold harmless Landlord for any claims, judgments, damages, penalties, fines, costs, liabilities, or losses as more particularly set forth in the beginning of this paragraph. Notwithstanding the foregoing, as more particularly provided for in Section 4.6(b), upon the end of the Lease Term, should Tenant obtain an NFA Letter, Tenant’s indemnity obligations under this subsection shall be modified as more particularly set forth in Section 4.6(b).

               (e) Tenant’s Notification Obligation. Tenant promptly shall notify Landlord of any of the following: (i) any correspondence or communication from any governmental entity regarding the application of Environmental Laws to the Premises or Tenant’s operation of the Premises, if such communication would enlarge or materially change or has the potential to materially change Tenant’s or Landlord’s obligations or liabilities under the Environmental Laws; (ii) any correspondence, communication or notifications as are required by either the Federal or State Emergency Planning and Community Right to Know Acts if such communication would enlarge or materially change or has the potential to materially change Tenant’s or Landlord’s obligations or liabilities under the Environmental Laws; (iii) any material change in Tenant’s operations on the Premises that will enlarge or materially change or has the potential to materially change Tenant’s obligations or liabilities under the Environmental Laws; (iv) any Material Release or suspected Material Releases of any and all Hazardous Materials at, from or near the Premises. In addition, within thirty (30) days of Landlord’s written request, Tenant shall provide to Landlord a copy of Tenant’s “Leaseback Environmental Status Report” or a similar report if such report is no longer created by Tenant, which describes all testing and test results of the Premises during the prior year. Such request of shall not be made by Landlord more than twice in any calendar year.

               (f) Landlord’s Right of Entry. If there has been a Material Release, at Landlord’s sole expense and sole discretion, Landlord may enter upon the Premises (without interfering with Tenant’s business and operations on the Premises) and make any inspection, tests, borings, measurements, investigation or assessment Landlord deems necessary in the exercise of its reasonable judgment in order to determine the presence of Hazardous Materials. Provided, however, that Landlord shall not conduct any soil borings or other invasive testing procedures unless there has been a Material Release or Landlord has a reasonable basis to suspect there has been a Material Release on the Premises. Landlord shall select a qualified environmental consultant to complete such tasks and shall not conduct any such inspections or other activities described herein without consulting and coordinating such efforts with the Tenant’s environmental team. Nothing herein shall be deemed to require Landlord to conduct any such testing, measurement, investigation or assessment. Landlord shall give Tenant a

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minimum of five (5) days written notice prior to conducting any such inspection, tests, borings, measurements, investigation or assessment, so that Tenant may have the opportunity to be present and to receive split test samples and/or to observe such testing. Landlord agrees to consult with and coordinate such actions with Tenant’s environmental team. In conducting any such inspections, and testing, Landlord shall not unduly interrupt or interfere with the conduct of Tenant’s business. Notwithstanding any other provisions of this Lease to the contrary, Landlord shall be solely responsible for any costs, claims, damages, expenses or liabilities that arise as a result of Landlord’s inspections and testing to the extent attributable to the negligence or misconduct of Landlord or Landlord’s agents. Provided, however, no notice from Landlord to Tenant shall be required under urgent or emergency conditions. Tenant shall be provided with a copy of each report setting forth the results of any test performed by Landlord promptly upon receipt. Landlord’s right of entry and inspection shall include the right to inspect Tenant’s records required to be maintained pursuant to Environmental Laws.

               (g) Tenant’s Environmental Records. Landlord shall have the right to require Tenant to provide to Landlord access to Tenant’s file with respect to environmental matters affecting the Premises upon two (2) business days prior written notice. Upon such request, not to be made more than once in any calendar year, Tenant shall provide a copy of all new correspondence, reports and other written material in Tenant’s environmental file for the Premises.

               (h) Tenant’s Right to Remove the Storage Tank System during the Term.

Tenant shall have the right, at its sole discretion, during the first fifteen (15) Lease Years to remove all or part of the Storage Tank System, and upon such removal Tenant shall not be obligated to replace such Storage Tank System but shall be obligated to restore the surface where the Storage Tank System was removed to grade (including restoration of the asphalt or other Improvements damaged by such removal, if any) consistent with the condition of the surface and Improvements prior to such removal. After the first fifteen (15) Lease Years, and only if Tenant has exercised the next five-year option, Tenant shall have the right, at its sole discretion, to remove all or part of the Storage Tank System, and upon such removal Tenant shall not be obligated to replace such Storage Tank System but shall be obligated to restore the surface where the Storage Tank System was removed to grade (including restoration of the asphalt or other Improvements damaged by such removal, if any) consistent with the condition of the surface and Improvements prior to such removal. Notwithstanding anything herein to the contrary, if there is a Material Release after the fifteenth (15^th) Lease Year which results from a material failure in the Storage Tank System, then Tenant shall have the right to remove the Storage Tank System in order to remediate the Premises in compliance with the appropriate governmental authorities, and in such case, Tenant shall not have the obligation to replace the Storage Tank System (regardless of whether Tenant has exercised the next five-year option) but shall be obligated to restore the surface where the Storage Tank System was removed to grade (including restoration of the asphalt or other Improvements damaged by such removal, if any) consistent with the condition of the surface and Improvements prior to such removal. Any removal and replacement of the Storage Tank System shall be performed in accordance with all laws as required by Section 4.3, including all Environmental Laws as required by this Section 4.5. If there are any Hazardous Materials on, at or under the Premises at the time of such removal and replacement, then Tenant shall remediate such Hazardous Materials as otherwise required by this Section 4.5.

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     4.6 Resolution of Environmental Matters at Expiration or Termination of Tenancy.

               (a) Tenancy Close-Out Environmental Assessment and Report. Not later than (i) thirty (30) days prior to the expiration of the Lease or (ii) ninety days after an earlier termination of the tenancy, whichever may apply, Tenant shall submit to the Landlord (i) a copy of all of Tenant’s records relating to obligations under this Article IV, and (ii) a report of any environmental assessment pursuant to ASTM and/or prevailing industry standards, conducted by a qualified, and adequately insured consultant firm, to (1) identify and assess the presence of Hazardous Materials on, in, at, and, where information indicates migration of Hazardous Materials off site and it is practical to do so, off site of the Premises; (2) all records relating to the determination of the integrity and tightness of all Storage Tank Systems on the Premises; and (3) determine any needed remedial actions needed or pending regulatory obligations performance or resolution of which is required to comply with Environmental Laws or restore the Premises as set forth in this Section 4.6. Tenant shall secure on behalf of Landlord the ability of the Landlord to rely upon the report and be named as an additional insured under the consultant’s insurance policies. Tenant shall update and supplement such report as needed through the date of the end of the tenancy to reflect any change in conditions or new information pertaining to the methodology or findings of the report. Tenant shall not be in default under this Lease for failure to complete the matters in this paragraph if Tenant is actively and diligently pursuing such matters.

               (b) Remedial and Corrective Actions; Closure of Storage Tank Systems: Not later than (i) the expiration of the Lease, (ii) six (6) months after the earlier termination of the Lease, (iii) or such longer time as is approved in writing by Governmental Authorities, if any is required, or as may be necessary to complete such corrective action in compliance with Governmental Authorities, and in any event, as consented to by Landlord, which consent shall not be unreasonably withheld, Tenant shall provide Landlord with written evidence and assurances that, as of the date of the end of the tenancy, or as soon as reasonably practicable thereafter, the Premises and any Storage Tank Systems left at the Premises comply (or will comply if any remediation is required) with all Environmental Laws and, where applicable, any required regulatory closures or NFA Letter have been obtained. Upon delivery of the evidence required hereunder, Tenant shall no longer have any indemnity obligations under this Lease with respect to any new suit or claim brought against Landlord or the Premises after the end of the Term regarding any Release that occurred on the Premises during the Term.

     4.7 Right to Contest. Tenant may, at its sole cost and expense, contest, or cause to be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the application of laws, ordinances, statutes or regulations to the Premises, including the application of Environmental Laws or Environmental Requirements to the Premises, provided Tenant indemnifies and holds Landlord harmless from any expenses (including reasonable attorney’s fees) or liability arising out of such contest, and posts any bond or security required by law in connection with such contest.

     4.8 Sewage. Tenant shall not discharge or permit to be discharged from the Premises any sewage other than that which is normal waste water for the business conducted by Tenant on, in or from the Premises. Any sewage which is produced or generated in connection with the use

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or operation of the Premises shall be handled and disposed of by Tenant as required by and in compliance with all applicable local, state and federal laws, ordinances and rules or regulations.

     4.9 Survival. The provisions of this Article IV shall survive expiration or termination of the tenancy but nothing herein shall obligate Tenant for any environmental conditions first existing on the Premises after the date of expiration or termination of Tenant’s tenancy hereunder.

ARTICLE V.
TAXES AND ASSESSMENTS

     5.1 Real Estate Taxes and Assessments. From and after the Effective Date and continuing throughout the Term of this Lease Tenant’s obligations with respect to Real Estate Taxes (as hereinafter defined) shall be as follows:

               (a) As used herein, “Real Estate Taxes” shall mean all taxes, assessments and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, and each and every installment thereof which during the Term hereof or prior to the Term of the Lease shall be or have been charged, laid, levied, assessed, or imposed upon, or arise in connection with, the use, occupancy or possession of the Premises or any part thereof, including, without limitation, ad valorem real and personal property taxes, and all taxes charged, laid, levied, assessed or imposed in lieu of or in addition to any of the foregoing by virtue of all present or future laws, ordinances, requirements, orders, directions, rules or regulations of federal, state, county and municipal governments and of all other governmental authorities whatsoever.

               (b) Tenant shall pay directly to the taxing authorities all Real Estate Taxes on or before the date such Real Estate Taxes are due and payable. Landlord, with Tenant’s cooperation, shall cause the taxing authorities to deliver all bills for Real Estate Taxes directly to Tenant or should any taxing authority refuse to deliver a tax bill directly to Tenant, Landlord shall deliver said tax bill to Tenant no later than twenty (20) days after receipt from the taxing authority. Upon written request from Landlord, Tenant shall deliver to Landlord evidence of the payment of the Real Estate Taxes for the calendar year no later than twenty (20) days after the date Tenant has paid the Real Estate Taxes.

               (c) Reserved.

               (d) Landlord agrees that Tenant has the first right to manage and conduct all negotiations of the Real Estate Taxes and shall also have the right to contest the validity or the amount of any Real Estate Taxes by such appellate or other proceedings as may be appropriate in the jurisdiction, and may, if applicable, defer payment of such obligations if payment would operate as a bar to such contest, and, if applicable, pay same under protest, or take such other steps as Tenant may deem appropriate, provided, however, that Tenant indemnifies Landlord from any expense (including reasonable attorney’s fees) or liability arising out of such contest, pursues such contest in good faith and with due diligence, posts any bond or security required by law in connection with such contest, gives Landlord written notice of its intention to contest, and takes no action which shall cause or allow the institution of any foreclosure proceedings or

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similar action against the Premises. Landlord shall, at Tenant’s expense, cooperate in the institution and prosecution of any such proceedings initiated by Tenant, if so requested by Tenant, and shall execute any documents which Landlord may reasonably be required to execute and shall make any appearances which Landlord may reasonably be required to make in connection with such proceedings. Further provided, that if Landlord receives any letters or communications from any taxing entity regarding the purchase price of the Premises paid by Landlord, or any other purchaser, or any request or information regarding the appraisal of the Premises, Landlord shall promptly forward such communications to Tenant for Tenant to respond. Landlord agrees not to respond directly to such requests, but rather to forward all such requests to Tenant.

               (e) If Tenant elects not to institute proceedings to contest the validity or the amount of any Real Estate Taxes, Landlord may do so, after giving Tenant fifteen (15) days prior written notice, and Tenant shall cooperate and shall make any appearances which Tenant may reasonably be required to make in such proceedings but shall not be obligated to incur any expense in connection therewith; provided, however, that Landlord pursues such contest in good faith and with due diligence and Landlord shall take no action which shall cause or allow the institution of any foreclosure proceedings or similar action against the Premises which might result in the termination of this Lease.

               (f) Should any of the proceedings referred to in the preceding two paragraphs (d) and (e) of this Section 5.1 result in reducing the total annual Real Estate Taxes, Tenant shall be entitled to receive all refunds by the taxing authorities attributable to the Premises for any period for which Tenant has paid Real Estate Taxes after deducting therefrom payment of all of the reasonable expenses incurred by Landlord and Tenant, if any, incurred in any such proceeding in which a refund is paid. If no refund shall be secured in any such proceeding, the party instituting the proceeding shall bear the entire cost, or if Landlord institutes the proceeding at Tenant’s request, Tenant shall bear the entire cost.

               (g) Except for Real Estate Taxes, nothing in this Article 5 shall require Tenant to pay or reimburse Landlord for the payment of (i) any income, profit, inheritance, estate, succession, gift, franchise or transfer taxes which are or may be imposed upon Landlord, its successors or assigns, by whatever authority imposed or however designated, (ii) any tax imposed upon the sale of all or a part of the Premises by Landlord, or (iii) any tax, assessment, charge or levy imposed or levied upon or assessed against any property of Landlord other than the Premises or any income to, or business activity of, Landlord not in connection with the Premises. Nothing herein shall require Tenant to pay or reimburse Landlord for the payment of any tax if Tenant’s payment of such tax or reimbursement of Landlord for the payment of such tax would violate any applicable law.

               (h) Tenant shall pay and discharge, when due, all taxes assessed during the Term of this Lease against any leasehold interest or personal property of any kind owned by or placed in the Premises by Tenant. In addition to the Rent and any other sums or amounts required to be paid by Tenant to Landlord pursuant to the provisions of this Lease, Tenant shall also pay to Landlord, simultaneously with such payment of such Rent or other sums or amounts, the amount of any applicable sales, use or excise tax on any such Rent or other sums or amounts so paid by Tenant to Landlord, whether the same be levied, imposed or assessed by the State in

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which the Premises is located or any other federal, state, county or municipal governmental entity or agency. Any such sales, use or excise taxes shall be paid by Tenant to Landlord at the same time that each of the amounts with respect to which such taxes are payable are paid by Tenant to Landlord.

ARTICLE VI.
UTILITIES

     From and after the Effective Date Tenant shall be liable for and shall pay directly all charges, rents and fees (together with any applicable taxes or assessments thereon) when due for water, gas, electricity, air conditioning, heat, septic, sewer, refuse collection, telephone and any other utility charges or similar items in connection with the use or occupancy of the Premises during the Term of this Lease. From and after the Effective Date Landlord shall not be responsible or liable in any way whatsoever for the impairment, interruption, stoppage, or other interference with any utility services to the Premises not caused by Landlord, its agents, employees, contractors or licensees. In any event no interruption, termination or cessation of utility services to the Premises shall relieve Tenant of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder.

ARTICLE VII. — RESERVED

ARTICLE VIII.
INSURANCE

     8.1 Insurance by Tenant. From and after the Effective Date and continuing throughout the Term of this Lease, Tenant shall, at its sole cost and expense, maintain in full force and effect the following types and amounts of insurance coverage:

               (a) Special form insurance on the Improvements, including all permitted alterations, changes, additions and replacements thereof and thereto, including without limitation, insurance against loss or damage caused by: (i) fire, windstorm and other hazards and perils generally included under extended coverage; (ii) sprinkler leakage; (iii) vandalism and malicious mischief; and (iv) boiler and machinery, all in an amount which reasonably assures there will be sufficient proceeds to replace the Improvements in the event of a loss against which such insurance is issued. Such insurance shall (i) contain an agreed amount endorsement or equivalent clause within the policy with respect to the Improvements, (ii) provide for no deductible in excess of * AND NO/100 DOLLARS ($*), and (vi) contain endorsements insuring against liability for “demolition costs” and “increased cost of construction”, as well as “ordinance or law” coverage and an “enforcement” endorsement if any of the Improvements or the use of the Premises shall at any time constitute legally non-conforming structures or uses. All insurance required hereunder, and all other insurance maintained by Tenant on the Improvements in excess of or in addition to that required hereunder, shall be carried in favor of Landlord and Tenant, as their respective interests may appear.

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          (b) Commercial general liability and property damage insurance providing coverage against liability for personal and bodily injury, death and property damage having limits of not less than *AND NO/100 DOLLARS ($*) (evidenced as $* excess of a $* self-insured retention) per occurrence with a general aggregate of not less than * AND NO/100 DOLLARS ($*), and with an umbrella liability policy in the amount of * AND NO/100 DOLLARS ($*). Such insurance shall cover at least the following hazards: (i) premises and operations; (ii) products and completed operations; (iii) independent contractors; (iv) blanket contractual liability for all written and oral contracts; and (v) contractual liability covering the indemnities contained in Article XVIII hereof to the extent the same is available. Such insurance, and any and all other liability insurance maintained by Tenant in excess of or in addition to that required hereunder, shall name Landlord as an additional insured with a waiver of subrogation in favor of Landlord.

          (c) Workers’ compensation insurance or employee liability insurance, in the minimum amounts required by the state in which the Premises is located, if any.

          (d) Builders’ risk insurance in accordance with the requirements of this Article, but only prior to the commencement of and during the construction of any permitted rehabilitation, replacement, reconstruction, restoration, renovation or alteration to the Premises.

          (e) Flood hazard insurance if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area” and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any successor thereto) in an amount which reasonably assures that there will be sufficient proceeds to replace the Improvements in the event of a loss against which such insurance is issued.

          (f) Environmental Insurance covering the Premises and the Underground Storage Tank System (i) in an amount of at least $* per occurrence, and $* in the aggregate, or in such greater amount as may be required by law, providing coverage for remediation of any Hazardous Materials contamination at the Premises, and (ii) in the amount of at least $* per occurrence providing coverage for compensation of any related personal injuries and third party liability. If the Premises is located in the State of Oklahoma, Tenant shall carry Environmental Insurance covering the Premises and the Storage Tank System in an amount of at least $* per occurrence, covering third party liability and personal injuries, but such coverage shall not cover the remediation of any Hazardous Material on, in or under the Premises, except as otherwise required now or in the future under the laws of the State of Oklahoma.

          (g) If Tenant’s use of the Premises involves selling or distributing alcoholic beverages for off premises consumption, Tenant shall provide, keep and maintain in full force and effect liquor liability insurance in the amount of not less than * AND NO/100 DOLLARS ($*) (evidenced as $* excess of a $* self insured retention), with umbrella policy of at least $*.

          (h) In addition, Tenant shall, at Landlord’s reasonable request, provide, keep and maintain in full force and effect such other insurance for such risks and in such amounts as may from time to time be commonly insured against in the case of business operations in the

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same county where the Premises are located, similar to those contemplated by this Lease to be conducted by Tenant on the Premises.

     8.2 Carriers and Features. Tenant has provided to Landlord copies of insurance certificates evidencing all insurance required by this section simultaneously with execution of this Lease, and Landlord has approved the same. All insurance policies required to be carried by Tenant as provided in this Article shall be issued by insurance companies approved by Landlord authorized to do business in the State in which the Premises is located. The insurance companies must have: (i) an investment grade rating for claims paying ability assigned by a credit rating agency approved by Landlord and (ii) a general policy rating of A minus or better and a financial class of VII or better by A.M. Best Company, Inc. (with the exception of the environmental insurance policy described above) All such policies shall be for periods of not less than one year and Tenant shall renew the same at least thirty (30) days prior to the expiration thereof. All such policies shall name Landlord as additional insured and any wholly or principally owned subsidiaries of Landlord that may now or hereafter exist, as well as any mortgagee or collateral assignee of Landlord, and shall require not less than thirty (30) days written notice to Landlord prior to any cancellation thereof or any change reducing coverage thereunder. Landlord shall not be liable for any insurance premiums thereon or subject to any assessments thereunder.

     Tenant shall pay the premiums for all insurance policies which Tenant is obligated to carry under this Article VIII and, at least fifteen (15) days after to the date any such insurance must be in effect, and at least five (5) days before the expiration date of the prior policy, deliver to Landlord a copy of the policy or policies, or a certificate or certificates thereof (on ACORD 27 forms or equivalent), along with evidence that the premiums therefor have been paid for at least the next ensuing quarter-annual period.

     8.3 Failure to Procure Insurance. In the event Tenant shall fail to procure insurance required under this Article and fail to maintain the same in full force and effect continuously during the Term of this Lease, Landlord shall be entitled to immediately procure the same and Tenant shall promptly reimburse Landlord for such premium expense as Additional Rent.

     8.4 Self-Insurance.(a) Notwithstanding anything else contained herein, should Tenant have a net worth of $* (excluding goodwill) during any part of the Term of this Lease, Tenant may self-insure for some or all insurance obligations contained hereunder for so long as Tenant maintains said net worth requirement, except to the extent insurance is required by the State where the Premises is located and such State does not allow such liability to be self-insured. If Tenant desires to self-insure pursuant to this Section 8.4(a), Tenant shall deliver to Landlord at least thirty (30) days prior to self-insuring a notice that it intends to self-insure hereunder, together with financial statements evidencing that Tenant has met the net worth requirement set forth above. If at any time during the Term, Tenant is self-insuring pursuing to this Section 8.4(a) and Tenant’s net worth falls below the minimum net worth requirement set forth above, then Tenant shall no longer be entitled to self-insure under this Subsection, and Tenant shall procure all insurance otherwise required by this Article VIII. If Tenant is self-insuring under this Subsection, rather than delivering the insurance certificate called for in at the times set forth in Section 8.2 above, Tenant shall deliver a certificate of self-insurance to Landlord.

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          (b) Tenant may increase its self-insured retention on the liability insurance to be carried by Tenant under Section 8.1(b) above to amounts reasonably agreed to by Tenant and Landlord, provided, however, in no event shall the self-insured retention be increased to an amount greater than $*.

ARTICLE IX.
ADDITIONS, ALTERATIONS AND REMOVALS

     9.1 Prohibition. Except as hereinafter expressly provided in Section 9.2, no portion of the Premises shall be demolished, removed, modified or altered by Tenant in any manner whatsoever.

     9.2 Permitted Renovations. Tenant shall be entitled and obligated to undertake all alterations to the Premises required by any applicable law or ordinance including, without limitation, any alterations required by any Accessibility Laws. Tenant shall be entitled to make Minor Alterations, as defined herein, to the Premises without Landlord’s prior consent, and without prior notice to Landlord. As used herein, “Minor Alterations” shall mean an alteration to the Premises the cost of which does not exceed $* and which do not decrease the value or the square footage of the Improvements. Except for Minor Alternations, Tenant shall not be entitled to make any alterations or renovations to the Premises without Landlord’s consent, which shall not be unreasonably withheld. It shall be reasonable for Landlord to withhold its consent to any alteration, modification or renovation if such alteration, modification or renovation decreases the value of the Improvements or the Premises, or decreases the square footage of the Improvements. In performing any alterations or renovations to the Premises, including Minor Alterations, Tenant shall meet and comply with all of the following conditions:

          (a) Before the commencement of any such alterations, Tenant shall furnish to Landlord plans and specifications therefor or a detailed itemization thereof; provided, however, for non-structural Minor Alterations Tenant shall have no obligation to deliver plans and specifications or an itemization of the work to Landlord before commencement of such work.

          (b) Before the commencement of any such alterations, Tenant shall obtain the approval (if any is required) thereof by all governmental departments or authorities having or claiming jurisdiction of or over the Premises, as more particularly required by Section 4.3 hereof

          (c) Tenant represents and warrants to Landlord that all such alterations will be performed in a good and workmanlike manner, in accordance with the terms, provisions and conditions of this Lease, and for structural alterations (other than Minor Alterations), in accordance with the plans and specifications or itemization thereof approved by Landlord.

          (d) Landlord shall have the right to inspect any such work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant’s work (but Landlord shall not thereby assume any responsibility for the proper completion of the alterations in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof).

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          (e) All such alterations shall be performed at Tenant’s cost and expense and free of any expense to Landlord and free of any liens on Landlord’s title, as more particularly provided for in Section 15.2 hereof.

          (f) Upon substantial completion of any such alterations Tenant shall procure a certificate of occupancy or other written approval, from the appropriate governmental authorities verifying the substantial completion thereof and shall provide a copy of same to Landlord, but only if such certificate of occupancy or other written approval is required by the governmental authority.

          (g) Tenant shall, and hereby agrees to, indemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, damage, cost and expense (including, without limitation, reasonable attorneys’ fees) incurred by or asserted against Landlord which is occasioned by or results, directly or indirectly, from any construction or renovation activities conducted upon the Premises; whether or not the same is caused by or is the fault of Tenant or any contractor, subcontractor, laborer, supplier, materialman or any other third party.

ARTICLE X.
MAINTENANCE AND REPAIRS

     10.1 Repairs by Tenant. From and after the Effective Date and continuing throughout the Term of this Lease Tenant shall at all times and at its sole cost and expense, put, keep, replace and maintain the Premises (including, without limitation, the roof, plumbing systems, electric systems and HVAC systems) in good repair and in good, safe and substantial order and condition, shall make all repairs and replacements thereto, both inside and outside, structural and non-structural, ordinary and extraordinary, howsoever the necessity or desirability for repairs may occur, and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise, and shall use all reasonable precautions to prevent waste, damage or injury. Tenant shall also, at its own cost and expense, put, keep, replace and maintain all landscaping, signs, sidewalks, roadways, driveways and parking areas within the Premises in good repair and in good, safe and substantial order and condition and free from dirt, standing water, rubbish and other obstructions or obstacles, ordinary wear and tear excepted.

     10.2 Landlord’s Obligation. Landlord shall not be required to make any alterations, reconstructions, replacements, changes, additions, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion of the Improvements) at any time during the Term of this Lease.

ARTICLE XI.
DAMAGE OR DESTRUCTION

     11.1 Restoration and Repair. If, during the Term of this Lease, the Improvements shall be destroyed or damaged in whole or in part by fire, windstorm or any other cause whatsoever, Tenant shall give Landlord immediate notice thereof and shall repair, reconstruct or replace the Improvements, or the portion thereof so destroyed or damaged (whichever is reasonably required), at least to the extent of the value and character thereof existing immediately prior to

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such occurrence. All work shall be started as soon as practicable and completed, at Tenant’s sole cost and expense. Tenant shall, however, promptly take such action as is necessary to assure that the Premises (or any portion thereof) do not constitute a nuisance or otherwise present a health or safety hazard. There shall be no abatement or reduction in Rent as a result of a casualty. Notwithstanding anything to the contrary if there is a casualty to the Premises in the last two (2) Lease Years of the Term or of the then current Option Term which damages the Improvements by more than twenty five percent, then Tenant, at its option, may terminate this Lease, by delivering written notice of termination to Landlord within thirty (30) days of the event of casualty. All Rent shall be paid through the date of Landlord’s receipt of Tenant’s notice of termination. In the event of such termination, Landlord shall be entitled to any and all insurance proceeds relating to such casualty to be paid under all insurance policies to be carried under Article VIII of this Lease or any other insurance policies carried by Tenant on the Premises.

     11.2 Escrow of Insurance Proceeds. In the event of a casualty resulting in a loss payment for the Improvements in an amount greater than * AND NO/100 DOLLARS ($*), the proceeds of all insurance policies maintained by Tenant shall be deposited in Landlord’s name in an escrow account at a bank or other financial institution designated by Landlord, and shall be used by Tenant for the repair, reconstruction or restoration of the Improvements. Such proceeds shall be disbursed periodically by Landlord upon certification of the architect or engineer having supervision of the work that such amounts are the amounts paid or payable for the repair, reconstruction or restoration. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have been completed and paid for, furnish Landlord with adequate evidence that at all times the undisbursed portion of the escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the repair, reconstruction or restoration in its entirety. Tenant shall obtain and make receipted bills available to Landlord and, upon completion of said work, full and final waivers of lien. Upon the final completion of the repair, reconstruction or restoration, any un-disbursed portion of the escrowed funds, plus any interest earned thereon, shall be delivered to Landlord. In the event of a casualty resulting in a loss payment for the Improvements in an amount equal to or less than the amount stated above, the proceeds shall be paid to Tenant, and shall be applied towards repair, reconstruction and restoration.

     11.3 Uninsured Losses. Nothing contained herein shall relieve Tenant of its obligations under this Article if the destruction or damage is not covered, either in whole or in part, by insurance.

ARTICLE XII.
CONDEMNATION

     12.1 Complete Taking. If the whole of the Premises shall be taken or condemned for any public or quasi-public use or purpose, by right of eminent domain or by purchase in lieu thereof, or if a substantial portion of the Premises shall be so taken or condemned that the portion or portions remaining is or are not sufficient and suitable, in the mutual reasonable judgment of Landlord and Tenant, for the continued operation of the business contemplated by this Lease to be conducted thereon, therein or therefrom so as to effectively render the Premises untenantable, then this Lease and the Term hereby granted shall cease and terminate as of the date on which the condemning authority takes possession and all Rent shall be paid by Tenant to Landlord up to

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that date or refunded by Landlord to Tenant if Rent has previously been paid by Tenant beyond that date.

     12.2 Partial Taking. If a portion of the Premises is taken, and the portion or portions remaining can, in the mutual reasonable judgment of Landlord and Tenant, be adapted and used for the conduct of Tenant’s business operation, then the Tenant shall promptly restore the remaining portion or portions thereof to a condition comparable to their condition at the time of such taking or condemnation, less the portion or portions lost by the taking, and this Lease shall continue in full force and effect except that the Rent payable hereunder shall, if necessary, be equitably adjusted to take into account the portion or portions of the Premises lost by the taking.

     12.3 Award. The entire award for the Premises or the portion or portions thereof so taken shall be apportioned between Landlord and Tenant as follows: (i) if this Lease terminates due to a taking or condemnation, Landlord shall be entitled to the entire award; (ii) if this Lease does not terminate due to such taking or condemnation, Tenant shall be entitled to the award to the extent required for restoration of the Premises, and Landlord shall be entitled to the balance of the award not applied to restoration. If this Lease does not terminate due to a taking or condemnation, Tenant shall, with due diligence, restore the remaining portion or portions of the Premises in the manner hereinabove provided. In such event, if the proceeds of the award to be applied to restoration exceed $*, then the proceeds of the award to be applied to restoration shall be deposited with a bank or financial institution designated by Landlord as if such award were insurance proceeds, and the amount so deposited will thereafter be treated in the same manner as insurance proceeds are to be treated under Section 11.2 of this Lease until the restoration has been completed and Tenant has been reimbursed for all the costs and expenses thereof. Upon the final completion of the repair, reconstruction or restoration, any funds in such account, together with any interest earned thereon, shall be delivered to Landlord. If the award is insufficient to pay for the restoration, Tenant shall be responsible for the remaining cost and expense of such restoration.

     12.4 Disputes. If Landlord and Tenant cannot agree in respect of any matters to be determined under this Article, a determination shall be requested of the court having jurisdiction over the taking or condemnation; provided, however, that if said court will not accept such matters for determination, either party may have the matters determined by a court otherwise having jurisdiction over the parties.

ARTICLE XIII.
LANDLORD’S RIGHT TO INSPECT

     Landlord and its agents shall have the right to enter upon the Premises or any portion thereof at any reasonable time to inspect, by giving to Tenant two (2) business days prior written notice, the operation, sanitation, safety, maintenance and use of the same, or any portions of the same and to assure itself that Tenant is in full compliance with its obligations under this Lease (but Landlord shall not thereby assume any responsibility for the performance of any of Tenant’s obligations hereunder, nor any liability arising from the improper performance thereof). In making any such inspections, Landlord shall not unduly interrupt or interfere with the conduct of Tenant’s business. Notwithstanding any other provisions of this Lease to the contrary, Landlord shall be solely responsible for any costs, claims, damages, expenses or liabilities that arise as a

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result of Landlord’s inspection to the extent attributable to the negligence or misconduct of Landlord or Landlord’s agents.

ARTICLE XIV.
ASSIGNMENT AND SUBLETTING BY TENANT

     Tenant may assign its interest in this Lease or sublet the whole or any part of the Premises without the prior consent of Landlord provided that (i) Tenant shall deliver to Landlord a copy of the instrument(s) of assignment or sublease, and (ii) any such assignee or sublessee shall agree in writing to assume and perform all of the terms and conditions of this Lease on Tenant’s part to be performed with respect to the assigned or subleased estate from and after the commencement date of such assignment or subletting. Tenant shall remain primarily liable and responsible under this Lease in the event of any such assignment or sublease and any such assignment or sublease shall not operate to release Tenant from its obligations hereunder. Any assignment of this Lease or subletting of the Premises without notification to Landlord shall not be effective as to Landlord and Landlord shall not be bound thereby until receipt of such notification. Any assignment of this Lease or subletting of the Premises for an unlawful or prohibited use or a use restricted by matters of title shall be void and of no force and effect. Notwithstanding the foregoing, SSP Partners, as Tenant, may be released from continuing liability under this Lease should Tenant assign this Lease to an entity that has both (i) at the time of said assignment, a net worth (excluding goodwill) of $* as evidenced by audited financial statements of assignee evidencing said net worth delivered by Tenant to Landlord at the time of such assignment, and (ii) experience and creditworthiness substantially similar to Tenant at the time of said assignment. «Assignment»

     Landlord agrees that with regard to any sublease or other occupancy agreement entered into by Tenant on or in the Premises, so long as this Lease is in place and Tenant has not committed an Event of Default hereunder, all income from any said sublease or occupancy agreement shall belong to Tenant and Landlord hereby waives any claims with respect to the income from any sublease or any occupancy rights granted by Tenant on the Premises, which shall remain the Property of Tenant. Should Tenant sublease any part of the Premises or otherwise enter into any occupancy agreements during the Term, nothing in this Lease shall obligate Landlord to recognize the rights of any subtenants or other parties in occupancy of the Premises.

ARTICLE XV.
LANDLORD’S INTEREST NOT SUBJECT TO LIENS

     15.1 Liens, Generally. Tenant shall not create or cause to be imposed, claimed or filed upon the Premises, or any portion thereof, or upon the interest of Landlord therein, any lien, charge or encumbrance whatsoever. If, because of any act or omission of Tenant, any such lien, charge or encumbrance shall be imposed, claimed or filed, Tenant shall, at its sole cost and expense, cause the same to be fully paid and satisfied or otherwise discharged of record (by bonding or otherwise) and Tenant shall indemnify and save and hold Landlord harmless from and against any and all costs, liabilities, suits, penalties, claims and demands whatsoever, and from and against any and all attorneys’ fees, at both trial and all appellate levels, resulting or on account thereof and therefrom. In the event that Tenant shall fail to comply with the foregoing

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provisions of this Section 15.1, Landlord shall have the option of paying, satisfying or otherwise discharging (by bonding or otherwise) such lien, charge or encumbrance and Tenant agrees to reimburse Landlord, upon demand and as Additional Rent, for all sums so paid and for all costs and expenses incurred by Landlord in connection therewith, together with interest thereon as provided in this Lease, until paid. The terms and conditions of this section shall in no way limit Tenant’s right to place a lien upon any of Tenant’s personalty or trade fixtures located on the Premises. In addition, Tenant shall have the unconditional right to grant mortgages (a “Leasehold Mortgage”) covering the leasehold interest created by this Lease and in and to the Improvements and any fixtures, furnishings, machinery or equipment owned by Tenant and located therein. The following terms and provisions shall apply to any Leasehold Mortgage:

               (i) Tenant may give notice to Landlord that all notices under this Lease should also be given to the holder of the Leasehold Mortgage (the “Leasehold Mortgagee”), and upon receipt of such notice, Landlord will copy the Leasehold Mortgagee on any notices of default sent under this Lease, at the address provided by Tenant. A Leasehold Mortgagee may, but shall not be obligated to, cure any default or perform any obligation to be performed by Tenant hereunder in the same period of time provided for Tenant to perform or cure any non-performance hereunder.

               (ii) No assignment of this Lease to a Leasehold Mortgagee, or foreclosure by a Leasehold Mortgagee against Tenant’s interest under this Lease or its interest in the Improvements and/or any subleases thereof, shall be deemed an assignment in violation of this Lease. Landlord agrees that any Leasehold Mortgagee who has been identified by Tenant as a Leasehold Mortgagee may notify Landlord that such Leasehold Mortgagee has succeeded to the interest of “Tenant” hereunder, and Landlord thereafter shall treat such Leasehold Mortgagee as the Tenant hereunder without any obligation to inquire into the validity of such Leasehold Mortgagee’s right to succeed to the interest of “Tenant” hereunder.

     15.2 Mechanics Liens. Landlord’s interest in the Premises shall not be subjected to liens of any nature by reason of Tenant’s construction, alteration, renovation, repair, restoration, replacement or reconstruction of any improvements on or in the Premises, or by reason of any other act or omission of Tenant (or of any person claiming by, through or under Tenant) including, but not limited to, mechanics’ and materialmen’s liens. All persons dealing with Tenant are hereby placed on notice that such persons shall not look to Landlord or to Landlord’s credit or assets (including Landlord’s interest in the Premises) for payment or satisfaction of any obligations incurred in connection with the construction, alteration, renovation, repair, restoration, replacement or reconstruction thereof by or on behalf of Tenant. Tenant has no power, right or authority to subject Landlord’s interest in the Premises to any mechanic’s or materialmen’s lien or claim of lien. If a lien, a claim of lien or an order for the payment of money shall be imposed against the Premises on account of work performed, or alleged to have been performed, for or on behalf of Tenant, Tenant shall, within thirty (30) days after written notice of the imposition of such lien, claim or order, cause the Premises to be released therefrom by the payment of the obligation secured thereby or by furnishing a bond or by any other method prescribed or permitted by law. If a lien is released, Tenant shall thereupon establish the release as a matter of record by recording or filing it in the appropriate office of land records of the County in which the Premises is located, and shall furnish Landlord with a copy of same.

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     15.3 Contest of Liens. Tenant may, at its option, contest the validity of any lien or claim of lien if Tenant shall have first posted an appropriate and sufficient bond in favor of the claimant or paid the appropriate sum into court, if permitted by law, and thereby obtained the release of the Premises from such lien. If judgment is obtained by the claimant under any lien, Tenant shall pay the same promptly after such judgment shall have become final and the time for appeal therefrom has expired without appeal having been taken. Tenant shall, at its own expense, defend the interests of Tenant and Landlord in any and all such suits; provided, however, that Landlord may, at its election, engage its own counsel and assert its own defenses, in which event Tenant shall cooperate with Landlord and make available to Landlord all information and data which Landlord deems necessary or desirable for such defense.

     15.4 Notices of Commencement of Construction. If required by the laws of the State in which the Premises is located, prior to commencement by Tenant of any work on the Premises Tenant shall record or file a notice of the commencement of such work (the “Notice of Commencement”) in the land records of the County in which the Premises are located, identifying Tenant as the party for whom such work is being performed, stating such other matters as may be required by law and requiring the service of copies of all notices, liens or claims of lien upon Landlord. Any such Notice of Commencement shall clearly reflect that the interest of Tenant in the Premises is that of a leasehold estate and shall also clearly reflect that the interest of Landlord as the fee simple owner of the Premises shall not be subject to mechanics or materialmen’s liens on account of the work which is the subject of such Notice of Commencement. A copy of any such Notice of Commencement shall be furnished to and approved by Landlord and its attorneys prior to the recording or filing thereof, as aforesaid.

ARTICLE XVI.
SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE

     16.1 Subordination. This Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the Premises are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages now or hereafter in force and effect upon or encumbering Landlord’s interest in the Premises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord’s rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the Premises irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments; provided, however, such subordination shall be upon the express condition that the validity of this Lease shall be recognized by the holder of any such mortgage or assignment, and that, notwithstanding any default by the Landlord with respect to such mortgage or assignment, such holder of such mortgage or assignment shall agree, pursuant to a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to lender, Landlord and Tenant that Tenant’s possession and right of use under this Lease in and to the Premises shall not be disturbed by such mortgagee or ground lessor unless and until an Event

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of Default shall have occurred and be continuing and, as a result of such Event of Default, this Lease or Tenant’s right to possession hereunder shall have been terminated in accordance with the provisions of this Lease. The foregoing subordination provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. However, if Landlord or the holder or proposed holder of any such mortgage, mortgages or assignments shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Lease, Tenant’s interest hereunder or Tenant’s leasehold interest in the Premises to any such mortgage, mortgages or assignments in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall execute and deliver the same to the requesting party within ten (10) business days following Tenant’s receipt of such a written request.

     16.2 Attornment. Tenant shall and hereby agrees to attorn, and be bound under all of the terms, provisions, covenants and conditions of this Lease, to any successor of the interest of Landlord under this Lease for the balance of the Term of this Lease remaining at the time of the succession of such interest to such successor. In particular, in the event that any proceedings are brought for the foreclosure of any mortgage or security interest encumbering or collateral assignment of Landlord’s interest in the Premises, or any portion thereof, Tenant shall attorn to the purchaser at any such foreclosure sale and recognize such purchaser as Landlord under this Lease, subject, however, to all of the terms and conditions of this Lease. Tenant agrees that neither the purchaser at any such foreclosure sale nor the foreclosing mortgagee or holder of such security interest or collateral assignment shall have any liability for any act or omission of Landlord, be subject to any offsets or defenses which Tenant may have as claim against Landlord, or be bound by any advance rents which may have been paid by Tenant to Landlord for more than the current period in which such rents come due.

     16.3 Rights of Mortgagees and Assignees. At the time of giving any notice of default to Landlord, Tenant shall mail or deliver to the holders of any mortgage on the Premises or holder of security interest in or collateral assignment of this Lease who have, in writing, notified Tenant of their interests (individually a “Mortgagee”) a copy of any such notice. No notice of default or termination of this Lease by Tenant shall be effective until every Mortgagee shall have been furnished a copy of such notice by Tenant. In the event Landlord fails to cure any default by it under this Lease, any Mortgagee shall have, at its option, a period of thirty (30) days within which to remedy such default of Landlord or to cause such default to be remedied. In the event that a Mortgagee elects to cure any such default by Landlord, then Tenant shall accept such performance on the part of such Mortgagee as though the same had been performed by Landlord, and for such purpose Tenant hereby authorizes any Mortgagee to enter upon the Premises to the extent necessary to exercise any of Landlord’s rights, powers and duties under this Lease. If any Mortgagee promptly commences and diligently pursues to cure a default by Landlord which is reasonably capable of being cured by that Mortgagee, then Tenant will not terminate this Lease or cease to perform any of its obligations under this Lease so long as the Mortgagee is, with due diligence, engaged in the curing of such default.

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ARTICLE XVII.
END OF TERM

     17.1 Surrender of Premises. Tenant shall, on or before the last day of the Term of this Lease or upon the sooner termination thereof, peaceably and quietly surrender and deliver to Landlord the Premises (including, without limitation, all Improvements and all additions thereto and replacements thereof made from time to time over the Term of this Lease), in good order, condition and repair, and free and clear of all liens and encumbrances other than those which exist on the Rental Commencement Date or are otherwise specifically approved and acknowledged by Landlord in writing and free of Tenant’s Personal Property. In addition, Tenant shall comply with the close out requirements of Section 4.6 of this Lease.

     The provisions of this Article shall survive the termination or expiration of this Lease.

     17.2 Holding Over. If Tenant or any other person or party shall remain in possession of the Premises or any part thereof following the expiration of the Term or earlier termination of this Lease or should Landlord leave any of Tenant’s Personal Property on the Premises, without an agreement in writing between Landlord and Tenant with respect thereto, the person or party remaining in possession shall be deemed to be a tenant at sufferance, and during any such holdover, the Rent payable under this Lease by such tenant at sufferance shall be double the rate or rates in effect immediately prior to the expiration of the Term or earlier termination of this Lease. In no event, however, shall such holding over be deemed or construed to be or constitute a renewal or extension of this Lease.

     17.3 Reserved.

ARTICLE XVIII.
LIABILITY OF LANDLORD; INDEMNIFICATION

     18.1 Liability of Landlord. Except as otherwise provided in this Lease, Landlord shall not be liable to Tenant, its employees, agents, business invitees, licensees, customers, clients, or guests for any damage, injury, loss, compensation or claim, including, but not limited to, claims for the interruption of or loss to Tenant’s business, based on, arising out of or resulting from any cause whatsoever (except the negligence of Landlord, its successors and assigns, and their respective directors, officers, employees and agents), including, but not limited to: (i) repairs to any portion of the Premises; (ii) interruption in Tenant’s use of the Premises; (iii) any accident or damage resulting from the use or operation (by Landlord, Tenant or any other person or persons) of any equipment within the Premises, including without limitation, heating, cooling, electrical or plumbing equipment or apparatus; (iv) the termination of this Lease by reason of the condemnation or destruction of the Premises in accordance with the provisions of this Lease; (v) any fire, robbery, theft, mysterious disappearance or other casualty; (vi) the actions of any other person or persons; and (g) any leakage or seepage in or from any part or portion of the Premises, whether from water, rain or other precipitation that may leak into, or flow from, any part of the Premises, or from drains, pipes or plumbing fixtures in the Improvements. Any storage or placement by the Tenant or its employees of goods, property or personal effects in or about the Premises shall be done at the sole risk of the Tenant.

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     18.2 Indemnification of Landlord. Subject to the limitations set forth in Section 18.1 above, Tenant shall defend, indemnify and save and hold Landlord harmless from and against any and all liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature (except as may arise through the negligence or misconduct of Landlord, its successors and assigns, and their respective directors, officers, employees and agents) , including reasonable attorneys’ fees and court costs, incurred by Landlord, arising directly or indirectly from or out of: (i) any failure by Tenant to perform any of the terms, provisions, covenants or conditions of this Lease on Tenant’s part to be performed; (ii) any accident, injury or damage which shall happen at, in or upon the Premises, however occurring; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by any person of the Premises, or any part thereof, or the operation of the business contemplated by this Lease to be conducted thereon, thereat, therein, or therefrom; (iv) any failure of Tenant to comply with any laws, ordinances, requirements, orders, directions, rules or regulations of any governmental authority, including, without limitation, the Accessibility Laws; or (v) any other act or omission of Tenant, its employees, agents, invitees, customers, licensees or contractors. Tenant’s indemnity obligations under this Article and elsewhere in this Lease arising prior to the expiration or earlier termination of this Lease shall survive any such expiration or termination, subject to the limitations in Section 4.6(b) and subject to Tenant’s release from continuing liability under Article XIV hereof (after an assignment to an assignee that meets the net worth requirements set forth in the first paragraph of Article XIV hereof).

     18.3 Notice of Claim or Suit / Notice of Environmental Matters. Tenant shall promptly notify Landlord of any claim, action, proceeding or suit involving the Premises which is instituted or threatened against Tenant or Landlord of which Tenant receives notice or of which Tenant acquires knowledge. In the event Landlord is made a party to any action for damages or other relief against which Tenant has indemnified Landlord, as aforesaid, Tenant shall defend Landlord, pay all costs and shall provide effective counsel to Landlord in such litigation or, at Landlord’s option, shall pay all reasonable attorneys’ fees and costs incurred by Landlord in connection with its own defense or settlement of said litigation.

     18.4 Limitation on Liability of Landlord. In the event Tenant is awarded a money judgment against Landlord, Tenant’s sole recourse for satisfaction of such judgment shall be limited to execution against the Premises. In no event shall any officer, director, employee or shareholder of Landlord be personally liable for the obligations of Landlord hereunder. Nothing in this section shall limit Landlord’s liability for or Tenant’s ability to recover against Landlord for, any tort committed by Landlord or Landlord’s agents against Tenant or any other person on, in or about the Premises, including the negligent acts of Landlord or Landlord’s agents while inspecting the Premises pursuant to any of the terms or provisions of this Lease.

ARTICLE XIX.
DEFAULT

     19.1 Events of Default. Each of the following events shall be an event of default hereunder by Tenant and shall constitute a breach of this Lease (individually an “Event of Default”):

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          (a) If Tenant shall fail to pay, when due, any Rent, or portion thereof, or any other sum due to Landlord from Tenant hereunder, and such failure shall continue for a period of ten (10) days after notice from Landlord; provided, however, after Tenant’s first failure to pay in any calendar year during the Term, the cure period shall be five (5) days instead of ten (10) days.

          (b) If Tenant shall violate or fail to comply with or perform any other term, provision, covenant, agreement or condition to be performed or observed by Tenant under this Lease, and such violation or failure shall continue for a period of thirty (30) days after written notice thereof from Landlord; provided, however, Tenant shall have more than thirty (30) days to cure the non-monetary default as is necessary provided Tenant commences to cure said default within thirty (30) days of receipt of Landlord’s notice, Tenant diligently pursues said cure to completion, and Tenant completes said cure within one hundred and eighty (180) days of receipt of Landlord’s notice, or longer if Tenant is diligently pursuing remediation of a Material Release in, on or under the Premises in compliance with the applicable governmental authority.

          (c) If, at any time during the Term of this Lease, Tenant shall file in any court, pursuant to any statute of either the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization or arrangement, or for the appointment of a receiver or trustee of all or any portion of Tenant’s property, including, without limitation, its leasehold interest in the Premises, or if Tenant shall make an assignment for the benefit of its creditors or petitions for or enters into an arrangement with its creditors.

          (d) If, at any time during the Term of this Lease, there shall be filed against Tenant in any courts pursuant to any statute of the United States or of any State, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a portion of Tenant’s property, including, without limitation, its leasehold interest in the Premises, and any such proceeding against Tenant shall not be dismissed within sixty (60) days following the commencement thereof.

          (e) If Tenant’s leasehold interest in the Premises or property therein shall be seized under any levy, execution, attachment or other process of court where the same shall not be vacated or stayed on appeal or otherwise within sixty (60) days thereafter, or if Tenant’s leasehold interest in the Premises is sold by judicial sale and such sale is not vacated, set aside or stayed on appeal or otherwise within ninety (90) days thereafter.

          (f) «Cross_1»«Cross_2»«Cross_3»«Cross_4»«Cross_5»

          (g) If Tenant commits an anticipatory breach of this Lease, as defined herein. As used herein, “Anticipatory Breach” shall mean either (i) Tenant’s repudiation of the Lease in writing, or (ii) Tenant’s failure to pay Rent or other amounts due under this Lease as and when they are due and payable, after any applicable notice period as set forth in this Section 19.1.

     19.2 Remedies on Default. If any of the Events of Default hereinabove specified shall occur, Landlord, at any time thereafter, shall have and may exercise any of the following rights and remedies:

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          (a) Landlord may, pursuant to written notice thereof to Tenant, terminate this Lease and, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for Landlord’s own account and, for Tenant’s breach of and default under this Lease, recover promptly from Tenant any and all rents and other sums and damages due or in existence at the time of such termination, including, without limitation, (i) all Rent and other sums, charges, payments, costs and expenses agreed and/or required to be paid by Tenant to Landlord hereunder, (ii) all costs and expenses of Landlord in connection with the recovery of possession of the Premises, including reasonable attorneys’ fees and court costs, and (iii) all costs and expenses of Landlord in connection with any reletting or attempted reletting of the Premises or any part or parts thereof, including, without limitation, brokerage fees, attorneys’ fees and the cost of any alterations or repairs which may be reasonably required to so relet the Premises, or any part or parts thereof.

          (b) Landlord may, pursuant to any prior notice required by law, and without terminating this Lease, peaceably or pursuant to appropriate legal proceedings, re-enter, retake and resume possession of the Premises for the account of Tenant, make such alterations of and repairs to the Premises as may be reasonably necessary in order to relet the same or any part or parts thereof and relet or attempt to relet the Premises or any part or parts thereof for such term or terms (which may be for a term or terms extending beyond the Term of this Lease), at such rents and upon such other terms and provisions as Landlord, in its sole, but reasonable, discretion, may deem advisable. If Landlord relets or attempts to relet the Premises, Landlord shall at its sole discretion determine the terms and provisions of any new lease or sublease and whether or not a particular proposed new tenant or sublessee is acceptable to Landlord. Upon any such reletting, all rents received by the Landlord from such reletting shall be applied, (a) first, to the payment of all costs and expenses of recovering possession of the Premises, (b) second, to the payment of any costs and expenses of such reletting, including brokerage fees, attorneys’ fees and the cost of any alterations and repairs reasonably required for such reletting; (c) third, to the payment of any indebtedness, other than Rent, due hereunder from Tenant to the Landlord, (d) fourth, to the payment of all Rent and other sums due and unpaid hereunder, and (e) fifth, the residue, if any, shall be held by the Landlord and applied in payment of future Rents as the same may become due and payable hereunder. If the rents received from such reletting during any period shall be less than that required to be paid during that period by the Tenant hereunder, Tenant shall promptly pay any such deficiency to the Landlord and failing the prompt payment thereof by Tenant to Landlord, Landlord shall immediately be entitled to institute legal proceedings for the recovery and collection of the same. Such deficiency shall be calculated and paid at the time each payment of rent shall otherwise become due under this Lease, or, at the option of Landlord, at the end of the Term of this Lease. Landlord shall, in addition, be immediately entitled to sue for and otherwise recover from Tenant any other damages occasioned by or resulting from an Event of Default under this Lease other than a default in the payment of rent. No such re-entry, retaking or resumption of possession of the Premises by the Landlord for the account of Tenant shall be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention shall be given to the Tenant or unless the termination of this Lease be decreed by a court of competent jurisdiction. Notwithstanding any such re-entry and reletting or attempted reletting of the Premises or any part or parts thereof for the account of Tenant without termination, Landlord may at any time thereafter, upon written notice to Tenant, elect to terminate this Lease or pursue any other remedy available to Landlord for Tenant’s previous breach of or default under this Lease.

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Landlord, in the exercise of its reasonable business judgment, shall minimize or mitigate Landlord’s damages as a result of the Event of Default of Tenant under this Lease.

          (c) Landlord may, (i) without re-entering, retaking or resuming possession of the Premises, sue for all Rent and all other sums, charges, payments, costs and expenses due from Tenant to Landlord hereunder as they become due under this Lease, taking into account that Tenant’s right and option to pay the Rent hereunder on a monthly basis in any particular Lease Year is conditioned upon the absence of a default on Tenant’s part in the performance of its obligations under this Lease, or (ii) at Landlord’s option, dispossess Tenant and to the fullest extent permitted by law, collect the difference between the total of all Rent provided for in this Lease for the remainder of the Term and the reasonable rental value for the Premises for such period, such difference discounted to the present value.

     In addition to the remedies hereinabove specified and enumerated, Landlord shall have and may exercise the right to invoke any other remedies allowed at law or in equity as if the remedies of re-entry, unlawful detainer proceedings and other remedies were not herein provided. Accordingly, the mention in this Lease of any particular remedy shall not preclude Landlord from having or exercising any other remedy at law or in equity. Nothing herein contained shall be construed as precluding the Landlord from having or exercising such lawful remedies as may be and become necessary in order to preserve the Landlord’s right or the interest of the Landlord in the Premises and in this Lease, even before the expiration of any notice periods provided for in this Lease, if under the particular circumstances then existing the allowance of such notice periods will prejudice or will endanger the rights and estate of the Landlord in this Lease and in the Premises; provided, however, that nothing herein shall entitle Landlord to receive more than Landlord is otherwise entitled to receive under this Lease.

     19.3 Landlord May Cure Tenant Defaults. If an Event of Default shall occur, other than the payment of Rent, Landlord may, after notice to Tenant and a reasonable time to perform after such notice (or without notice if, in Landlord’s reasonable opinion, an emergency exists) perform the same for the account and at the expense of Tenant. If, at any time and by reason of such default, Landlord is compelled to pay, or elects to pay, any sum of money or do any act which will require the payment of any sum of money, or is compelled to incur any expense in the enforcement of its rights hereunder or otherwise, such sum or sums, together with interest thereon at the highest rate allowed under the laws of the State of Texas, shall be deemed Additional Rent hereunder and shall be repaid to Landlord by Tenant promptly when billed therefor, and Landlord shall have all the same rights and remedies in respect thereof as Landlord has in respect of the rents herein reserved.

     19.4 Waiver of Landlord’s Lien. Landlord hereby expressly waives all liens, constitutional, statutory or otherwise, which it may have with regard to Tenant’s personal property, trade fixtures, furniture, equipment, stock, goods, merchandise, inventory, and other property placed on the Premises during the term of this Lease.

     19.5 Rights Cumulative. The rights and remedies provided and available to Landlord in this Lease are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by Landlord, shall be deemed to be in exclusion of any other.

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ARTICLE XX.
NOTICES

     Any notice required or permitted to be given under this Lease shall be deemed given if delivered personally or sent by (a) United States registered or certified mail, postage prepaid, return receipt requested, or (b) overnight courier service, and addressed as follows:

If to Landlord:	«BuyerLandlord»
	«Buyer_Address»
	«Buyer_City», «Buyer_State» «Buyer_Zip»
	Attention: «Attn»
With copy to:	NNN Acquisitions, Inc.
	450 South Orange Avenue, Suite 900
	Orlando, Florida 32801
	Attention: General Counsel
If to Tenant:	Mr. Sam L. Susser
	4433 Baldwin
	Corpus Christi, Texas 78408
With a copy to:	Legal Department
	SSP Partners
	P.O. Box 9036
	Corpus Christi, Texas 78469

or such other address as may be designated by either party by written notice to the other. Except as otherwise provided in this Lease, every notice, demand, request or other communication hereunder shall be deemed to have been given or served upon actual receipt thereof. Accordingly, a notice shall not be effective until actually received. Notwithstanding the foregoing, any notice mailed to the last designated address of any person or party to which a notice may be or is required to be delivered pursuant to this Lease shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the notice is directed or the failure or refusal of such person or party to accept delivery of the notice.

ARTICLE XXI.
MISCELLANEOUS

     21.1 “Triple Net” Lease. Landlord and Tenant acknowledge and agree that both parties intend that this Lease shall be and constitute what is generally referred to in the real estate industry as a “triple net” or “absolute net” lease, such that Tenant shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Premises and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided) together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the

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Premises and the business operated thereon and therein; provided, however, that Landlord shall nonetheless be obligated to pay any debt service on any mortgage encumbering Landlord’s fee simple interest in the Premises, and Landlord’s personal income taxes with respect to the rents received by Landlord under this Lease. Except as expressly provided in this Lease, Landlord shall bear no cost or expense of any type or nature with respect to, or associated with, the Premises.

     21.2 Estoppel Certificates. At any time and from time to time, Landlord and Tenant shall, at no cost to the non-requesting party, promptly and in no event later than twenty (20) days after a request from either Tenant (or any Leasehold Mortgagee), or Landlord, execute, acknowledge and deliver to the requesting party or any present or proposed mortgagee of the leasehold estate or the fee estate, or any proposed assignee, a certificate in the form set forth on Exhibit B, certifying: (i) that the Lease is in full force and effect and has not been modified (or if modified, setting forth all modifications), or if the Lease is not in full force and effect, the certificate shall so specify the reasons therefore; (ii) the commencement and expiration dates of the Lease Term; (iii) the date to which the rentals have been paid under the Lease and the amount thereof then payable; (iv) whether there are then any existing known defaults by Tenant (or Landlord) in the performance of its obligations under this Lease, and, if there are any such known defaults, specifying the nature and extent thereof; (v) that no notice has been received by Landlord (or Tenant) of any default under this Lease which has not been cured, except as to defaults specified in the certificate; (vi) the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Landlord; (vii) an agreement to provide notice of default to any mortgagee of the leasehold estate (or fee estate) and the same opportunity provided herein (within the same time period) to Landlord or Tenant to cure said default; (viii) the number of options remaining in the term, if any; and (ix) any other information reasonably requested by Tenant or Landlord or its present or proposed assignee or mortgagee. If Landlord or Tenant shall fail or refuse to sign an estoppel certificate in accordance with the provisions of this Section within the time period set forth above following a request by the other party to this Lease, the party failing to respond irrevocably constitutes and appoints the other party as its attorney-in-fact for the sole purpose of executing and delivering the certificate to any such third party.

     21.3 Brokerage. Landlord and Tenant hereby represent and warrant to each other that they have not engaged, employed or utilized the services of any business or real estate brokers, salesmen, agents or finders in the initiation, negotiation or consummation of the business and real estate transaction reflected in this Lease. On the basis of such representation and warranty, each party shall and hereby agrees to indemnify and save and hold the other party harmless from and against the payment of any commissions or fees to or claims for commissions or fees by any real estate or business broker, salesman, agent or finder resulting from or arising out of any actions taken or agreements made by them with respect to the business and real estate transaction reflected in this Lease.

     21.4 No Partnership or Joint Venture. Landlord shall not, by virtue of this Lease, in any way or for any purpose, be deemed to be a partner of Tenant in the conduct of Tenant’s business upon, within or from the Premises or otherwise, or a joint venturer or a member of a joint enterprise with Tenant.

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     21.5 Entire Agreement. This Lease contains the entire agreement between the parties and, except as otherwise provided herein, can only be changed, modified, amended or terminated by an instrument in writing executed by the parties. It is mutually acknowledged and agreed by Landlord and Tenant that there are no verbal agreements, representations, warranties or other understandings affecting the same; and that Tenant hereby waives, as a material part of the consideration hereof, all claims against Landlord for rescission, damages or any other form of relief by reason of any alleged covenant, warranty, representation, agreement or understanding not contained in this Lease. This Lease shall not be changed, amended or modified except by a written instrument executed by Landlord and Tenant.

     21.6 Waiver. No release, discharge or waiver of any provision hereof shall be enforceable against or binding upon Landlord or Tenant unless in writing and executed by Landlord or Tenant, as the case may be. Neither the failure of Landlord or Tenant to insist upon a strict performance of any of the terms, provisions, covenants, agreements and conditions hereof, nor the acceptance of any Rent by Landlord with knowledge of a breach of this Lease by Tenant in the performance of its obligations hereunder, shall be deemed a waiver of any rights or remedies that Landlord or Tenant may have or a waiver of any subsequent breach or default in any of such terms, provisions, covenants, agreements and conditions.

     21.7 Time. Time is of the essence in every particular of this Lease, including, without limitation, obligations for the payment of money.

     21.8 Costs and Attorneys’ Fees. If either party shall bring an action to recover any sum due hereunder, or for any breach hereunder, and shall obtain a judgment or decree in its favor, the court may award to such prevailing party its reasonable costs and reasonable attorneys’ fees, specifically including reasonable attorneys’ fees incurred in connection with any appeals (whether or not taxable as such by law). Landlord shall also be entitled to recover its reasonable attorneys’ fees and costs incurred in any bankruptcy action filed by or against Tenant, including, without limitation, those incurred in seeking relief from the automatic stay, in dealing with the assumption or rejection of this Lease, in any adversary proceeding, and in the preparation and filing of any proof of claim.

     21.9 Financial Data. Tenant shall deliver to Landlord those documents in the time frames provided in Schedule 1.

     21.10 Captions and Headings. The captions and headings in this Lease have been inserted herein only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of, or otherwise affect, the provisions of this Lease.

     21.11 Severability. If any provision of this Lease shall be deemed to be invalid, it shall be considered deleted therefrom and shall not invalidate the remaining provisions of this Lease.

     21.12 Successors and Assigns. The agreements, terms, provisions, covenants and conditions contained in this Lease shall be binding upon and inure to the benefit of Landlord and Tenant and, to the extent permitted herein, their respective successors and assigns.

     21.13 Applicable Law. This Lease shall be governed by, and construed in accordance with, the laws of the State in which the Premises is located.

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     21.14 Recordation of Memorandum of Lease. At either party’s option, a short form memorandum of this Lease, in the form attached hereto as Exhibit C shall be recorded or filed among the appropriate land records of the County in which the Premises is located, and Tenant shall pay the recording costs associated therewith. In the event of a discrepancy between the provisions of this Lease and such short form memorandum thereof, the provisions of this Lease shall prevail.

     21.15 Waiver of Jury Trial. TENANT AND LANDLORD HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM OR THEIR HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LEASE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LANDLORD’S ACCEPTING THIS LEASE.

     21.16 Counterparts. This Lease may be executed in counterparts by the parties hereto and each shall be considered an original, but all such counterparts shall be construed together and constitute one Lease between the parties hereto.

     21.17 Not a Security Arrangement. The parties hereto agree and acknowledge that this transaction is not intended as a security arrangement or financing secured by real property, but shall be construed for all purposes as a true operating lease.

     21.18 Maintenance Records and Contracts. Tenant shall keep and maintain at all times complete and accurate books and records regarding the maintenance and repair of the Premises, and upon the request of Landlord not to be made more than once in any calendar year, Tenant shall furnish to Landlord within thirty (30) days of such request, copies of all maintenance and repair records for the Premises in Tenant’s possession for that year, including any maintenance or service contracts.

     21.19 Tenant’s Personal Property. During the term of this Lease Tenant may, at Tenant’s expense, place or install such furniture, trade fixtures, equipment, machinery, furnishings, face plates of signage and other articles of movable personal property (collectively, “Tenant’s Personal Property”) on the Premises as may be needed for the conduct of Tenant’s business. It is expressly understood that the term Tenant’s Personal Property as used herein shall in no event extend to leasehold improvements, fixtures or similar “vanilla shell” items such as light fixtures, HVAC equipment, or other fixtures and equipment, including any canopies, permanently affixed to the Premises.

     21.20 Landlord’s Cooperation. Landlord agrees, upon Tenant’s request, but at no cost or expense to Landlord, to provide such information as is reasonably necessary to assist Tenant in procuring any permits or licenses necessary to operate the Premises as a convenience store with gas facilities or any other permitted use hereunder.

     21.21 Reserved.

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     21.22 Guaranty. The obligations of Tenant under this Lease are guarantied by Susser Holdings, L.L.C., a Delaware limited liability company (the “Guarantor”), pursuant to that certain Guaranty between Landlord and Guarantor of even date herewith. A release of Tenant upon an assignment of this Lease to an entity that meets the net worth requirements set forth in Article XIV of this Lease or a release of Tenant upon the written agreement of Landlord and Tenant, shall also operate as a release of Guarantor.

[The remainder of this page is intentionally left blank]

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     IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be duly executed on or as of the day and year first above written.

Signed, sealed and delivered	«BuyerLandlord», «Corp_Info»
in the presence of:
	«Buyer_Sig_Block»
	«Buyer_corp_info»
	«sole_member»
		By:
Name:		Name: «Buyer_Name»
		Its: «Buyer_Title»
Name:	(CORPORATE SEAL)
	“LANDLORD”

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information contact:
Chris Barry
Vice President of Corporate Communications
(407) 650-1228

December 21, 2005

COMMERCIAL NET LEASE REALTY, INC. ACQUIRES 74 CONVENIENCE STORE PROPERTIES
FROM SUSSER HOLDINGS

Orlando, FL, (December 21, 2005) – Commercial Net Lease Realty, Inc. (NYSE: NNN), a real estate investment trust, announced today that it has closed its acquisition of 74 convenience store properties from SSP Partners, a subsidiary of Susser Holdings, LLC (together, “Susser”). The purchase price for the properties was $170 million. The properties are primarily located in Texas and operated under the Circle K brand. Susser has entered into triple-net leases whereby Susser has leased back the properties for a twenty-year initial term.

Commercial Net Lease Realty anticipates that some of the acquired properties will be held as inventory properties and subsequently sold.

“We are very pleased to add the Susser organization to our roster of high quality tenants,” said Chief Executive Officer Craig Macnab, “The Susser convenience store properties are well located and well run, and this transaction positions NNN for a very positive start to 2006.”

Commercial Net Lease Realty, Inc. invests primarily in high-quality, retail properties subject generally to long-term, net leases with established tenants, such as Barnes & Noble, Best Buy, CVS, OfficeMax and the United States of America. As of September 30, 2005, the Company owned 464 Investment Properties in 41 states with a gross leasable area of approximately 9.0 million square feet. These Investment Properties are leased to 172 corporations in 60 industry classifications.

Susser operates over 300 retail convenience stores in Texas and Oklahoma and distributes motor fuel to over 340 branded dealer units and 25 unattended units through its wholesale fuel division. Founded in 1938 by the Susser family, Susser has experienced dynamic growth over the last decade and is one of the largest convenience store operators in the United States.

Statements in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the availability of capital, and the profitability of the Company’s taxable subsidiary. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

450 S. Orange Avenue, Suite 900

Orlando, FL 32801

(800) NNN-REIT

Fax: (407) 650-1046

www.nnnreit.com

NYSE:NNN