exv10w18



 






Exhibit 10.18




ASSIGNMENT OF REAL ESTATE LEASE




     Sterling Direct, Inc., a Missouri corporation, One American Eagle Plaza, Earth City, Missouri
63045 (“Assignor”) for value received, does hereby assign and transfer to The Reynolds and Reynolds
Company, an Ohio corporation, 115 South Ludlow Street, Dayton, Ohio 45402 (“Assignee”) as of the
Closing of the transactions contemplated by the Acquisition Agreement by and between Assignor and
Assignee dated as of September 16, 1999 (the “Agreement”), all of Assignor’s right, title and
interest as lessee in the lease dated September 22, 1997, attached hereto as Exhibit A (the
“Lease”) with Sterling Properties, L.L.C., a Missouri limited liability company, of real estate
situated in the County of St. Louis, State of Missouri, as more specifically described in the
Lease. This Assignment shall not amend, modify or otherwise affect the rights and obligations of
the parties under the Agreement, including the parties’ respective rights and obligations under
Section 19 of this Agreement. Assignor represents and warrants that a true, correct and complete
copy of the Lease is attached as Exhibit A, and that no default by Assignor (or event which with
notice, lapse of time or both would constitute a default by Assignor) has occurred under the Lease.



STERLING DIRECT, INC., a Missouri Corporation




By: /s/ David T. Hawkins




Title: Executive Vice President




ACCEPTANCE OF ASSIGNMENT OF REAL ESTATE LEASE



Assignee hereby accepts the foregoing Assignment of Lease as of the date of Closing and assumes and
agrees to perform and be bound by all obligations, liabilities, covenants, conditions and
restrictions to be done, kept or performed by or imposed upon Assignee, with respect to such Lease.




THE REYNOLDS AND REYNOLDS

COMPANY, an Ohio corporation




By: /s/ Deepak Sircar




Title: Sr. VP & GM: e CRM




 









 








LANDLORD ESTOPPEL CERTIFICATE




September 30, 1999




THE REYNOLDS AND REYNOLDS COMPANY

115 S. Ludlow Street

Dayton, OH 45402

Attn: General Counsel



	 	 	 
	Re:

	 	Lease Agreement by and between Sterling Properties, L.L.C. (“Landlord”) and Sterling Direct,
Inc., dated as of September 22, 1997 (the “Lease”) Regarding the Property Located at One
American Plaza, Earth City, Missouri






Ladies and Gentlemen:



Landlord understands and acknowledges that THE REYNOLDS AND REYNOLDS COMPANY (“Reynolds”) is in the
process of acquiring the business of STERLING DIRECT, INC. (“Tenant”), the current Tenant of the
above-referenced property. In the even such acquisition is completed, Tenant intends to assign to
Reynolds, and Reynolds intends to assume from Tenant, all of Tenant’s rights and obligations under
the Lease, a copy of which is attached hereto. Landlord acknowledges that it is the lessor under
the Lease and that Reynolds is relying upon Landlord’s certifications made herein, and that
Landlord has executed a written consent to assignment of the Lease by Tenant to Reynolds.




Landlord hereby certifies to Reynolds that:





	 	1.  	The monthly base rental amount due under the Lease is $42,5001. The only
pending increases to the rent are as expressly stated in the Lease.
	 
	 	2.  	The copy of the Lease attached hereto represents a complete delineation of rights and
obligations of the Landlord and Tenant. The Lease has not been modified, supplemented or
otherwise altered.
	 
	 	3.  	The Lease is in full force and effect, no advance rentals have been paid, and there
are no unsatisfied claims against the Tenant.











	1 Does not include applicable taxes, insurance and other charges passed through to
Tenant in accordance with the express terms of the Lease.




 









 











	 	4.  	Tenant is in full compliance with all payment and performance obligations under the
Lease. Without limiting the foregoing, there is no condition currently existing that,
with the lapse of time, will constitute a default by Tenant under the Lease.
	 
	 	5.  	Landlord at no point has served notice to Tenant of any performance or payment
default under the Lease.
	 
	 	6.  	Landlord is in full compliance with all its obligations under the Lease.
	 
	 	7.  	Tenant took possession of the demised premises on August 28, 1997 and has paid rent
commencing on October 1, 1997.
	 
	 	8.  	The term of the Lease commenced on October 1, 1997 and terminates on September 30,
2012.
	 
	 	9.  	The amount of Tenant’s last rental payment was $42,500 and the date of Tenant’s last
rental payment was September 1, 1999.
	 
	 	10.  	Landlord is not in default under, and no event has occurred which with notice, lapse
of time or both would constitute a default under, any of the obligations for which the
Lease Assignment or the Mortgage in favor of Life Investors Insurance Company of America
serves as security.






The statements herein contained are made for the purpose of inducing Reynolds to proceed with
its acquisition of Tenant and may be relied upon for such purpose by Reynolds and its
successors and assigns.



STERLING PROPERTIES, L.L.C.




By: /s/ David T. Hawkins




Print Name: David T. Hawkins




Title: Managing Member




 









 








CONSENT TO ASSIGNMENT OF LEASE BY ASSIGNOR




     The undersigned, Lessor under the Lease, hereby consents to the foregoing Assignment of Real
Estate Lease and Acceptance of Assignment and Assumption of Real Estate Lease and releases Assignor
from all obligations, liabilities, covenants, conditions and restrictions imposed on lessee under
or pursuant to the Lease as of the Closing.



	 	 	 
	

	 	STERLING PROPERTIES, L.L.C., a Missouri

      limited liability company
	 
	 	 
	

	 	By: /s/ David T. Hawkins
	 
	 	 
	

	 	Name: David T. Hawkins
	 
	 	 
	

	 	Title: Managing Partner






CONSENT TO ASSIGNMENT OF LEASE BY LENDER




     The undersigned, Lender under the mortgage loan to Sterling Properties, L.L.C., a Missouri
limited liability company, hereby consents to the foregoing Assignment of Real Estate Lease and
Acceptance of Assignment of Real Estate Lease.



	 	 	 
	

	 	LIFE INVESTORS INSURANCE COMPANY OF AMERICA
	 
	 	 
	

	 	By: /s/ David R. Halfpap
	 
	 	 
	

	 	Name: David R. Halfpap
	 
	 	 
	

	 	Title: Vice President






 









 






SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT




          THIS SUBORDINATION, NONDISTRUBANCE AND ATTORNMENT AGREEMENT (“Agreement”) made and entered
into as of the 24th day of September, 1999, by and between Life Investors Insurance
Company of America (“Lender”), and The Reynolds and Reynolds Company (“Tenant”)



          WHEREAS, Lendor is the owner of and holds a mortgage loan (the “Loan”) from Sterling
Properties, L.L.C. (the “Landlord”) secured by a mortgage or deed of trust (the “Mortgage”) on the
land described on Exhibit “A”, together with present or future improvements (the “Real Property”);
and



          WHEREAS, Landlord entered into a lease with Sterling Direct, Inc. (SDI) as to all of the Real
Property dated the 22nd day of January, 1997 (which lease together with all amendments,
options, extensions, renewals and replacements is the “Lease”); and SDI has assigned the Lease to
Tenant; and



          WHEREAS, Lender and Tenant have reached certain agreements as to the subordination of that
Lease to the Mortgage, as to Tenant’s attornment to Lender and as to Lender nondisturbance of
Tenant, and



          WHEREAS, the parties desire to set forth in writing their agreements.



          NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants herein
contained, which the parties agree and acknowledge constitute good and adequate consideration, the
parties mutually agree as follows:



     1. Subordination. The Lease, all of its terms and provisions, and all of the Tenant’s rights
thereunder and as to the Real Property shall be and are subordinate to the Mortgage.



     2. Consent to Assignment. The Tenant consents to the assignment of the Lease to Lendor as
security for the Loan.



     3. Notice to Lender in the Event of Landlord Default; Notice to Tenant in the Event of
Landlord Default. If Landlord defaults under the Lease, and upon notice, fails to cure its default
within the cure period provided under the Lease, Tenant will notify Lender of the default and
afford Lender a reasonable opportunity to cure the default before terminating the Lease or
exercising any self-help rights from which a right of setoff would arise. If Landlord defaults
under the Mortgage, Lender will provide to Tenant copies of all related notices, simultaneously
with providing notices to Landlord.



     4. New Owner Obligations. If Lender forecloses the Loan, or acquires title to the Real
Property by deed in lieu of foreclosure, the following terms and conditions will govern the
respective rights and obligations of Tenant and Lender or other new owner of the Real Property (in
either case, the “New Owner”). Neither the New Owner or anyone claiming by, through or under the
New Owner:



 









 






	 	(a)  	will be bound by an purchase option contained in the Lease.
	 
	 	(b)  	will as to matters arising prior to the date New Owner acquires title
to the Real Property, assume an Landlord’s liabilities to Tenant arising from any:
(i) Landlord default, act or omission; or (ii) Lease indemnification or hold
harmless provisions.
	 
	 	(c)  	Will be subject to any defenses, counterclaims or off-sets which
Tenant has as of the date New Owner acquires title to the Real Property.
	 
	 	(d)  	Will be liable to the Tenant in excess of the value of New Owner’s
interest in the Real Property.
	 
	 	(e)  	Will be bound by any modification of the Lease, including the release
from liability of any party liable for obligations of Tenant, made without New
Owner’s written consent.
	 
	 	(f)  	Will be bound by any rent paid more than one month in advance unless
actually received by New Owner, except as expressly required by the Lease, or
unless New Owner has consented to an advance payment in writing.
	 
	 	(g)  	Will be liable for the return of security or other lease deposits,
unless and then only to the extent of any security or funds actually received by
New Owner.
	 
	 	(h)  	Will be responsible for any consequential damages arising out of a
default, act or omission of landlord under the Lease.




5. Nondisturbance. The New Owner will not disturb Tenant’s quiet employment and possession of its
Lease premises for so long as Tenant faithfully performs all of Tenant’s obligation under the
Lease and under this Agreement. Lender will not join Tenant as a party defendant in any action or
proceeding foreclosing the Mortgage, unless joining Tenant is necessary or appropriate to foreclose
the Mortgage, and then only for such purposes and not for the purposes of terminating the Lease.



6. Tenant Obligations as to Payment of Rental under the Lease. This Agreement will not vary any
terms of the Lease that condition Tenant’s obligation to pay rent on Landlord’s performance of its
covenants under the Lease in respect of the habitability and quiet enjoyment of the Real Property,
which Lender agrees shall apply to the New Owner as they have to the Landlord, provided Tenant has
performed all of its obligation under Paragraph 3 of this Agreement.



7. Attornment. Subject to the other terms of this Agreement, Tenant will, upon notice of the
transfer of title to the Real Property to New Owner, attorn to the New Owner and





 









 







recognize the New Owner as the landlord under the Lease from and after the date New Owner acquires
title to the Real Property.



8. Notices. Any notice under this Agreement may be delivered by hand or sent by commercial
delivery service or United States Postal Service express mail, in either case for overnight
delivery with proof of receipt, or sent by certified mail, return receipt requested, to the
following addresses:




	 	 	 
	To Tenant:

	 	The Reynolds and Reynolds Company
	

	 	115 S. Ludlow Street
	

	 	Dayton, OH 45402
	

	 	Attn:General Counsel
	 
	 	 
	To Lender:

	 	Life Investors Insurance Company of America
	

	 	Director, Mortgage Loan Servicing-LOAN # 87585
	

	 	AEGON USA Realty Advisors, Inc.
	

	 	4333 Edgewood Road NE
	

	 	Cedar Rapids, Iowa 52499





Notice shall be deemed to have been given upon receipt if delivered by hand, on the next business
day if sent for overnight delivery by commercial delivery service or United States Postal Service
express mail, or three (3) business days following mailing if sent by certified mail, return
receipt requested.



9. No Modification. No modification of this Agreement shall be valid unless in writing and executed
by the party against whom enforcement is sought.



10. Applicable Law. This Agreement shall be construed according to and governed by the laws of the
state in which the Real Property is located.



11. Successor and Assigns. This Agreement shall be binding on, and shall inure to the benefit of,
the parties’ successors and assigns.



12. Counterparts. This Agreement may be executed and delivered in counterparts for the convenience
of the parties.



IN WITNESS WHEREOF, the parties have signed this Subornation, Nondisturbance and Attornment
Agreement as of the year and date first above written.




 









 








	 	 	 
	 
	 	 
	Tenant:

	 	Lender:
	 
	 	 
	The Reynolds and Reynolds Company

	 	Life Investors Insurance Company of America
	 
	 	 
	By: /s/ Deepak Sircar

	 	By: /s/ David R. Halfpap
	Name:Deepak Sircar

	 	Name: David R. Halfpap
	Its: Sr. VP & GM: eCRM

	 	Its: Vice President
	 
	 	 
	ACKNOWLEDGMENT
	 	 
	 
	 	 
	STATE OF                                )
	                                                    )SS:
	COUNTY OF                            )





On this ___day of September, 1999, before me, a Notary Public in and for said county, personally
appeared ___, to me personally known, who being by me duly sworn did say
that that person is the ___of The Reynolds and Reynolds Company and that said
instrument was signed on behalf of the said corporation by authority of its board of directors and
the said ___acknowledged the execution of said instrument to be the voluntary
act and deed of said corporation by it voluntarily executed.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above
written.




	 	 	 
	

	 	

	

	 	Notary Public in and for said State






	 	 	 	 	 
	State of Iowa

	 	 	  )
	

	 	  )SS:

	County of Linn

	 	 	)  	 





On this 24th day of September, 1999, before me, a notary public in and for said county,
personally appeared David R. Halfpap, to me personally known, who being by me duly sworn did say
that that person is the Vice President of said corporation and that said instrument was signed on
behalf of the said corporation by authority of its board of directors and the said David R. Halfpap
acknowledged the execution of said instrument to be the voluntary act and deed of said corporation
by it voluntarily executed.



IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above
written.




	 	 	 
	

	 	/s/ Randall R. Smith          







 









 






ADDENDUM TO COMMERCIAL LEASE




          This Addendum to Commercial Lease (the “Addendum”) is made on this 22nd day of
September, 1997, by and between STERLING PROPERTIES, L.L.C. a Missouri limited liability company
(the “Lessor”) and STERLING Direct, Inc., a Missouri corporation (the “Lessee”)



          WHEREAS, Lessor and Lessee have entered into that certain Commercial Lease, of even date
herewith, for the property known as One American Eagle Plaza, Earth City, Missouri 63045 (the
“Premises”); and



          WHEREAS, the Lessor’s lender has requested certain revisions to the Commercial Lease, which
Lessor and Lessee are willing to incorporate within the terms of said Commercial Lease; and



          NOW, THEREFORE, Lessor and Lessee have entered into this Addendum in consideration of the
rental obligations and other valuable considerations made from Lessee to Lessor as follows:



     1. NET LEASE



          It is intended that all rent provided for in the Commercial Lease shall be an absolute net
return to the Lessor, and shall be paid to the Lessor without setoff, counterclaim, abatement or
deduction. Accordingly, all costs, charges, expenses and obligations relating to the Premises and
building, equipment or improvements on the Premises, including maintenance, repairs, costs of
replacement, equipment or improvements, insurance, taxes, assessments, and all other costs,
charges, expenses, obligations of any kind, now or at any time imposed upon or related to, the
Premises or building, or equipment or improvements on the Premises, shall, during the term of any
extension or renewal term thereof, be paid by the Lessee.



          Except that Lessor shall be responsible for roof maintenance and the structural integrity of
the improvements located on the Premises.



     2. CONDEMNATION PROCEEDS




     In the event of a complete condemnation by any municipality or authority, Lessor shall
have...... [illegible]........ lease by written notice ......[illegible]........spaces within the Premises; or
(b) the taking or condemnation of direct access to and from the Premises; or (c) the taking of
the improvements of which the Premises is a part, causing a substantial negative impact on
Lessee’s business conducted on or from the Premises.




     If this Lease is terminated as set forth herein, then the condemnation award or payment
for the taking shall be paid to and used by Lessor; provided, however, nothing herein shall
prohibit Lessee from applying for a separate award for Lessee’s loss of personal property on
the Premises, if any.



 









 





     3. INSURANCE



     At all times during the Lease Term, Lessee shall maintain in full force and effect, at
Lessee’s own cost and expense, a policy or policies of liability insurance for the protection,
indemnification and defense of Lessee (with Lessor and Lessor’s mortgage named as an additional
insured) against claims, demands and causes of action arising out of or in connection with the use,
maintenance, operation and occupancy of the Premises, which policy or policies shall have limits of
not less than one million dollars per occurrence, including protection against bodily injury or
damages to persons and damage or destruction of property, placed with insurance companies
acceptable to Lessor. Said insurance shall provide that it shall not be canceled without at least
thirty (30) days prior written notice to Lessor and Lessor’s mortgagee.



     A. COVERAGE PROVISIONS




	 	(i)  	All risks open perils special form property insurance must be in
force with limits of 100% replacement cost. If a co-insurance clause is in
effect, an agreed upon amount endorsement is required. Blanket policies must
include limits by property location. The coverage shall insure the real property
and all tangible personal property;
	 
	 	(ii)  	Broad form boiler and machinery coverage, including a form of
business income coverage, must be in force, if any such item is located on or
about the Premises;
	 
	 	(iii)  	If available, flood insurance must be in force, if the real property
is located in a special flood hazard area according to the most current flood
insurance rate map issued by the Federal Emergency Management Agency. This
coverage shall include real property and the tangible personal property;
	 
	 	(iv)  	A form of business income coverage must be in force, in the amount of
80% of one year’s business income from the Premises. Blanket policies must
include limits by property location;
	 
	 	(v)  	Comprehensive general liability coverage must be in force, with a one
million dollar combined single limit per occurrence with a minimum aggregate limit
of two million dollars. Umbrella/excess liability insurance may be used to
satisfy this requirement.





     B. LESSOR’S LENDER




     On all property policies and coverages (including coverage against loss of business
income) Lessor’s lender must be named as “first mortgagee” under a standard mortgage clause.
On all liability policies and coverages, Lender must be named as an “additional insured”.
Lender shall be referred to verbatim as follows: “Life Investors



 









 






     Insurance Company of America and its successors, assigns and affiliates; as their interest may
appear; c/o AEGON U.S.A. Realty Advisors, Inc; Mortgage Loan Department; 4333 Edgewood Road,
N.E.; Cedar Rapids, Iowa 52499-5223.”




     The insurance carrier must be rated A, Class XII, or better by Best’s Rating Service,
without regard to its parent’s or any reinsurer’s rating.




     The maximum deductible on all coverages and policies is $25,000.00




     All policies must require the insurance carrier to give the first mortgagee a minimum of
thirty (30) days notice in the event of cancellation or non-renewal. Any vacancy, change of
title, tenant occupancy or use, physical damage, additional improvements or other factors
affecting any insurance contract must be reported to the Lessor immediately. An original
certified copy of each policy is required upon renewal. If no such copy is available, Lessor
will accept a binder for a period not to exceed ninety (90) days. All binders, certificates of
insurance, and original or certified copies of policies must name Lessor as a named insured, or
as an additional insured, must include the complete and accurate property address and must bear
the original signature of the issuing insurance agency.



     5. HAZARDOUS MATERIALS



     A. Flammables, Explosives or Toxic Substances. Lessee will not use or permit in the
Premises or the building any flammable or explosive material, toxic substances, environmentally
Hazardous Materials or other items hazardous to persons or property. Lessee will not use the
Premises in a manner that (a) invalidates or is in conflict with any fire, insurance, life, safety,
or other codes or policies covering the Building or the Premises, or (b) increases the rate of any
fire or any other insurance being maintained with respect to the Building or the Premises. If any
insurance premium is higher than it otherwise would be due to the Lessee’s failure to comply with
the provisions herein, Lessee shall reimburse Lessor, as additional rent, immediately on demand the
amount constituting that part of Lessor’s insurance premiums that are charged because of Lessee’s
said failure.



     B. Hazardous Materials Defined. The term “Hazardous Materials” shall, for purposes
herein mean: (a) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. §6901 et seq.) (“RCRA”), as amended from time to time, and regulations
promulgated thereunder; (b) any “hazardous substance” being “released” in “reportable quantity”, as
such terms are defined by the Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (42 U.S.C. §9601 et seq.) (“CERLA”), as amended from time to time, and regulations
promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls; (e) urea formaldehyde
insulation; (f) “hazardous chemicals” or “extremely hazardous substances”, in quantities sufficient
to require reporting, registration, notification or special treatment or handling under the
Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. §11001, et seq.)
(“EPCRA”), as amended from time to time, and regulations promulgated thereunder; (g) any “hazardous
chemicals” in levels that would result in exposures greater than those allowed by permissible



 









 




exposure limits established pursuant to the Occupational Safety and Health Act of 1970 (29 U.S.C.
§651 et seq.) (“OSHA”), as amended from time to time, and regulations promulgated
thereunder; (h) any substance which requires reporting, registration, notification, removal,
abatement or special treatment, storage, handling or disposal under Sections 6, 7, or 8 of the
Toxic Substances Control Act (15 U.S.C. §2601 et seq.) (“TSCA”), as amended from time to
time, and regulations promulgated thereunder; (i) any toxic or hazardous chemicals described in the
Occupational Safety and Health Standards (29 C.F.R. 1910. 10000-1047) in levels which would result
in exposures greater than those allowed by the permissible exposure limits pursuant to such
regulations; (j) the contents of any storage tanks, whether above or below ground; (k) medical
wastes; (l) materials related to those described in subparagraphs (a) through (k) thereof; and (m)
anything defined as hazardous or toxic under any now existing or hereafter enacted Environmental
Regulations.




     C. Environmental Regulations Defined. The term “Environmental Regulations” shall for
purposes hereof, mean any law, statute, regulation, order or rule now or hereafter promulgated by
any governmental authority, whether local, state or federal, relating to air pollution, water
pollution, noise control or transporting, storing, handling, discharge, disposal, or recovery of
on-site or off-site hazardous substances or materials (including without limitation, the Hazardous
Materials as defined and described herein) as same may be amended from time to time, including
without limitation, the following: (a) the Clean Air Act (42 U.S.C. §7401 et seq.); (b)
Marine Protection Research and Sanctuaries Act (33 U.S.C. §1401-1445); (c) the Clean Water Act (33
U.S.C. §1251 et seq.); (d) RCRA, as amended by the Hazardous and Solid Wastes Amendments of
1984 (42 U.S.C. §6901 et seq.); (e) CERCLA, as amended by the Superfund Amendments and
Reauthorization Act of 1986 (42 U.S.C. §9601, et seq.); (f) TSCA; (g) the Federal
Insecticide, Fungicide and Rodenticide Act as Amended (7 U.S.C. §136 et seq.) (h) the Safe
Drinking Water Act (42 U.S.C. §300(f) et seq.); (i) OSHA; (j) the Hazardous Materials
Transportation Act (49 U.S.C. §4901 et seq.); (m) EPCRA; and (n) National Environmental
Policy Act (42 U.S.C. §4321-4347) and (o) Medical Waste Tracking Act of 1988 (42 U.S.C. §6992).



     D. Compliance: Environmental Compliance. Lessee and Lessee’s Agents will observe and
comply promptly with all present and future legal requirements of governmental authorities and
insurance requirements (as well as applicable covenants, encumbrances and other matters of record)
relating to or affecting the Premises, any Lessee sign, or the use and occupancy of the Premises or
incident to Lessee’s occupancy of the Building and the use of the Building or any portion thereof
by Lessee or Lessee’s Agents. Nothing contained in this Lease is intended to prevent or prohibit
compliance by either party with any of the Disability Act, and any provision that does so is hereby
modified to allow compliance or deleted as necessary. At Lessee’s sole expense, Lessee will comply
with all requirements of all Disability Acts with regard to all aspects of Lessee’s Work (defined
in the Work Letter) and with requirements of all Disability Acts with regard to any other
Alterations to the Premises by Lessee, including but not limited to the design and installation of
improvements to the Premises required as Lessee’s Work. Lessee shall and hereby agrees to
indemnify and hold harmless Lessor and Lessor’s Agents, and their respective affiliates, agents,
officers, employees and contractors, from and against all costs, liabilities, and causes of action
occurring or arising as a result of Lessee’s failure to comply with any of the Disability Acts



 









 




or as a result of any violation of any of the Disability Acts by Lessee or Lessee’s Agents, and, at
Lessor’s option, Lessee will defend Lessor and Lessor’s Agents, and their respective affiliates,
agents, officers, employees and contractors, against all such costs, liabilities, and causes of
action. Lessee will not use the Premises nor permit the Premises to be used in violation of any
Environmental Regulations. Lessee assumes sole and full responsibility for, and will remedy at
Lessee’s sole costs, any and all such violations, provided that Lessor shall not unreasonably
withhold. Lessee will not use, generate, release, store, treat, dispose of, or otherwise deposit,
in, on, under or about the Premises, any Hazardous Materials, nor will Lessee permit or allow any
third party to do so without Lessor’s prior written consent (which Lessor may grant or withhold in
Lessor’s sole discretion). Lessor’s election to conduct inspections of the Premises is not
approval of Lessee’s use of the Premises or any activities conducted thereon, and is not an
assumption by Lessor of any responsibility regarding Lessee’s use of the Premises or Hazardous
Materials. Lessee’s compliance with the terms of this Section and with all Environmental
Regulations is and shall be and remain at Lessee’s sole cost. Lessee will pay or reimburse Lessor
for any costs or expenses incurred by Lessor, including reasonable attorney’s, engineers’,
consultants’ and other experts’ fees and disbursements incurred or payable, to determine, review,
approve, consent to or monitor the requirements for compliance with Environmental Regulations,
including (without limitation) above and below ground testing. Lessor and Lessor’s Agents are
hereby authorized to enter upon the Premises for such purposes. Lessee will supply Lessor with
historical and operational information regarding the Premises, including (without limitation) all
reports required to be filed with governmental agencies, as may be reasonably requested by Lessor
to facilitate site assessment, and Lessee will make available for meetings with Lessor, or Lessor’s
Agents, appropriate personnel having knowledge of such matters. If Lessee fails to comply with the
provisions of this Section, or if Lessor receives notice of information asserting the existence of
any Hazardous Materials in or about the Building or the Premises, Lessor has the right, but not the
obligation, without in any way limiting Lessor’s other rights and remedies, to enter upon the
Premises or to take such other actions Lessor deems necessary or advisable to clean up, remove,
resolve, or minimize the impact of any Hazardous Materials on or affecting the Premises, and Lessee
shall pay to Lessor on demand, as Additional rent, all reasonable costs and expenses paid or
incurred by Lessor in the exercise of any such rights. Lessee shall and hereby agrees to indemnify
and hold harmless Lessor and Lessor’s Agents, and their respective affiliates, agents, officers,
employees and contractors, from and against all costs, liabilities and causes of action occurring
or arising as a result of Lessee’s failure to comply with any Environmental Regulations or as a
result of any violation of any Environmental Regulations by Lessee or Lessee’s Agents, and, at
Lessor’s option, Lessee will defend Lessor and Lessor’s Agents, and their respective affiliates, agents, officers,
employees and contractors, against all such costs, liabilities and causes of action. Lessee will
notify Lessor in writing immediately upon the discovery, receipt of notice (from a governmental
authority or other entity) or reasonable grounds to suspect, by Lessee, Lessee’s Agents, or
Lessee’s or Lessee’s Agents’ successors or assigns, the presence in the Premises or the Building of
any Hazardous Materials or conditions that result in a violation of or could reasonably be expected
to violate this Section together with a full description thereof. Brea
ch of this Section shall
constitute a Default by Lessee under this Lease.




 









 








     E. ACM Provisions. It is agreed upon that Lessee’s acceptance of the Premises and of
all of the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste
disposal and other systems includes Lessee’s acceptance of any possible latent or patent defects
involving the possible presence of Asbestos Containing Materials or any other hazardous materials
(collectively, “ACM”) therein. It is further agreed that, in the event ACM is found to be present
within the Premises: (a) Lessee shall immediately give Lessor written notice of such fact; (b)
Lessee shall forthwith cease all activities (including but not limited to performance of
alterations, renovations or redecoration activities) that disturb ACM, compromise environmental
quality or violate any legal requirement; (c) Lessor may (if its so elects), upon receipt of such
notice from Lessee, retain control of all procedures employed for ACM removal work; and (d) Lessor
may, at Lessee’s expense to the extent that any such ACM is as a result of Lessee’s activities at
the Premises, cause the removal of all ACM to be accomplished in accordance with all laws,
regulations and legal requirements of governmental agencies or authorities having jurisdiction. If
required by Lessor to do so, in order to accomplish ACM removal, Lessee shall temporarily close the
Premises for business, remove Lessee’s inventory and other contents, permit entry to accomplish ACM
removal and generally cooperate with Lessor’s and Lessor’s Agents removal efforts; and Lessee
hereby Irrevocably Waives all claims for damage, loss of business, constructive eviction or
otherwise in consequence of any such occurrence. In the event of any conflict of inconsistency
between this Section and any other provision of this Lease (including but not limited to any
provision regarding repairs, maintenance, alterations and compliance with laws), the provisions of
this Section shall control.



     This Addendum is effective on the date as first set forth above.



	 	 	 
	LESSOR:

	 	LESSEE:
	 
	 	 
	STERLING PROPERTIES, L.L.C.

	 	STERLING DIRECT, INC.
	a Missouri limited liability Company
	 	 
	 
	 	 
	By:/s/
David T.
Hawkins            

	 	By:
/s/                                    
	Its: Managing Partner                

	 	Its:
President                         
	Date: September 22, 1997          

	 	Date: September 22, 1997     






 









 






	 	 	 
	State
of
Missouri,                  
)
	 	 
	          of                                  )ss

	 	On this 22nd day of September, 1997
	                                                )
	 	 
	before me personally appeared

	 	David T. Hawkins





to me known to be the person described in and who executed the foregoing instrument, and
acknowledged that he executed the same as his free act and deed.




     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
___and State aforesaid, the day and year first above
written.





	 	 	 
	 
	/s/ Jean M. Mertens	 
	 
	Notary Public	 
	 
	 	 
	 
	My term expires 8/16/98	 










	 	 	 
	State
of
Missouri,                  
)
	 	 
	          of                                  )ss

	 	 







     On
this 22nd
day of September 1997, before me appeared William G. Ziercher to
me personally known, who, being by me duly sworn, did say that he is
the President of Sterling Direct, Inc. a corporation of the State of
Missouri, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation, and that said instrument was
signed an sealed in behalf of said corporation, by authority of its
Board of Directors; and said President acknowledged said instrument
to be the free act and deed of said corporation.



     IN
TESTIMONEY WHEREOF, I have herunto set my hand and affixed my
official seal in the
          
and State aforesaid, the day and year first above written.






	 	 	 
	 
	/s/ Jean M. Mertens	 
	 
	Notary Public	 
	 
	 	 
	 
	My term expires 8/16/98	 





 









 





RENT ROLL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	SIZE	 	 	 	BASE	 	 	 	 
	LANDLORD	 	TENANT	 	(SF)	 	TERM	 	RENT	 	EXPENSES	 	COMMENTS
	Sterling Properties, LLC

	 	Sterling Direct, Inc.
	 	 	116,783	 	 	15 Years
	 	$4.37*
	 	NNN
	 	Standard lease with no

termination clause












	*The base rent will increase every five years as follows:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Years	 	Monthly Payments	 	Annual Payments	 	$/SF
	1-5

	 	$	42,500.00	 	 	$	510,000	 	 	$	4.37	 
	6-10

	 	$	45,000.00	 	 	$	540,000	 	 	$	4.62	 
	11-15

	 	$	50,000.00	 	 	$	600,000	 	 	$	5.14	 





I hereby certify the above information as true and correct. It is our intention to execute a lease
according to the above terms in conjections with the subject loan closing.




STERLING PROPERTIES, LLC




	 	 	 
	By:

	 	          /s/ David T. Hawkins          
	

	 	David Hawkins, Managing Partner






 









 






COMMERCIAL LEASE




          This Lease, made and entered into, this 22nd day of September 1997,



                    by and between



                         STERLING PROPERTIES LLC



	 	 	 
	Parties

	 	hereinafter called Lessor, and






                         STERLING DIRECT, INC.



               Hereinafter called Lessee,



     WITNESSETH,
That the said Lessor for and in consideration of the rents, covenants, and
agreements hereinafter mentioned and hereby agreed to be paid, kept and performed by said Lessee,
or Lessee’s, successors and assigns, has leased and by these presents does lease to said Lessee the
following described premises, situation in the County of ___of St. Louis, State of
Missouri, to-wit:



Premises




                    One American Eagle Plaza



                    Earth City, Missouri 63045



                    A 116,783 Square Foot Office/Production/Warehouse Facility located on approximately 6.975
gross acres of Land know as Lot
                     5064B.



	 	 	 
	Use of
Premises

	 	To have and to hold the same, subject to the conditions therein contained, and
for no other purpose or business than that of






OFFICE/PRODUCTION/MANUFACTURING/WAREHOUSE/DISTRIBUTION




	 	 	 
	Terms and
Rentals

	 	For and during the term of (180) one hundred eighty months commencing
on the First day of October, 1997 and ending on the Thirtieth day of September, 2012






             Payable in advance in equal monthly installments of



	 	 	 
	

	 	Months 1-60 Forty-two thousand five hundred Dollars ($42,500)
	

	 	Months 61-120 Forty-five thousand Dollars ($45,000)






 









 






	 	 	 
	

	 	Months 121-180 Fifty thousand Dollars ($50,000)
	 
	 	 
	

	 	TO LESSOR AT:
	 
	 	 
	

	 	Sterling Properties LLC
	

	 	One American Eagle Plaza
	

	 	Earth City, Missouri 63045






          On the first day of each and every month during said term.



Assignment or Sub-letting




          This lease is not assignable, nor shall said premises or any part thereof be sublet, used or
permitted to be used for purpose other than above set forth without the written consent of the
Lessor endorsed hereon; and if this lease is assigned or the premises or any part thereof
sublet.......[illegible].........



Repairs and [illegible]




          The Lessor reserves the right to prescribe the term, size, character and location of any and
all awnings affixed to and all signs which may be placed or painted upon any part of the demised
premises, and the Lessee agrees not to place any awning or sign on any part of the demised premises
without the written consent of the Lessor, or to bore or cut into any column, beam or any party of
the demised premises without the written consent of Lessor. The Lessee and all holding under said
Lessee agrees to use reasonable diligence in the care and protection of said premises during the
term of this lease, to keep the water pipes, sewer drains, heating apparatus, elevators machinery
and sprinkler system in good order and repair and to surrender said premises at the termination of
this lease is substantially the same and in as good condition as received, ordinary wear and tear
expected.



          The Lessee shall pay according to the rules and regulations of the water department for all
water used in the demised premises. The Lessee will erect fire escapes on said premises at said
Lessee’s own cost, according to law, should the proper authorities demand same.



          The Lessee agrees to keep said premises in good order and repair and free from any nuisance or
filth upon or adjacent thereto, and not to use or permit the use of the same or any part thereof
for any purpose forbidden by law or ordinance now in force or hereafter enacted in respect to the
use or occupancy of said premises. The Lessor or legal representatives may, at all reasonable
hours, enter upon said premises for the purpose of examining the condition thereof and making such
repairs as Lessor may see fit to make.



          If the cost of insurance to said Lessor on said premises shall be increase.... [illegible].....of
the occupancy and use of said demised premises by said Lessee or any other.....[illegible]......under
said Lessee, all such increase over the existing rate shall be paid by ....[illegible]........or any one
holding under the Lessee, shall retain the demised premises after.....[illegible].......nation of this
lease, whether by limitation or forfeiture.



Damage to Tenants’ Property




 









 








          Lessor shall not be liable to said Lessee or any other person or corporation ....[illegible].....
employees, for any damage to their person or property caused by water, .......[illegible]......frost, fire,
store and accidents, or by breakage, stoppage or leakage of water,....[illegible].......and sewer pipes
or plumbing, upon, about or adjacent to said premises.



          Failure on the part of the Lessee to pay any installment of rent or increase in insurance rate
promptly as above set out, as and when the same becomes due and payable, or failure of the Lessee
promptly and faithfully to keep and perform each and every covenant, agreement and stipulation
herein on the part of the Lessee to be kept and performed, shall at the option of the Lessor cause
the forfeiture of this lease.



          Possession of the within demised premises and all additions and permanent improvement thereof
shall be delivered to Lessor upon ten days’ written notice that Lessor has exercised said option,
and thereupon Lessor shall be entitled to and may take immediate possession of the demised
premises, any other notice or demand being hereby waived.



          Any and all notices to be served by the Lessor upon the Lessee for any breach of covenant of
this lease, or otherwise, shall be served upon the Lessee in person, or left with anyone in charge
of the premises, or posted upon some conspicuous part of said premises.



Re-Entry




          Said Lessee will quit and deliver upon the possession of said premises to the Lessor or
Lessor’s heirs, successors, agents or assigns, when this lease terminated by limitation or
forfeiture, with all window glass replaced, if broken, and with all keys, locks, bolts, plumbing
fixtures, elevator, sprinkler, boiler and heating appliances in as good order and condition as the
same are now, or may hereafter be made by repair in compliance with all covenants of this lease,
save only the wear thereof from reasonable and careful use.



          But it is hereby understood, and Lessee hereby covenants with the Lessor, that such
forfeiture, annulment or voidance shall not relieve the Lessee from the obligation of the Lessee to
make the monthly payments of rent hereinbefore reserved, at the times and in the manner aforesaid;
and in case of any such default of the Lessee, the Lessor may re-let the said premises as the agent
for and in the name of the Lessee, at any rental readily obtainable, applying the proceeds and
avails thereof, first, to the payment of such expense as the Lessor may be put to in re-entering,
and then to the payment of said rent as the same may from time to time become due, and toward the
fulfillment of the other covenants and agreements of the Lessee herein contained, and the balances,
if any, shall be paid to the Lessee; and the Lessee hereby covenants
and agrees that if the Lessor
shall recover or take possession of said premises as aforesaid, and be unable to re-let and rent
the same so as to realize a sum equal to the rent hereby reserved, the Lessee shall and will pay to
the Lessor any and all loss of difference of rent for the residue of the term. The Lessee hereby
gives to the Lessor the right to place and maintain its usual “for rent” signs upon the demised
premises, in the place that the same are usually displayed on property similar to that herein
demised, for the last thirty days of this lease.



 









 





          “No representation is made that premises are lead free or that these premises are legally
habitable.”



 









 





SEE SPECIAL AGREEMENTS ATTACHED HERETO

FORMING A PART OF THIS LEASE




 









 








No Constructive Waiver




          No waiver of any forfeiture, by acceptance of rent or otherwise, shall waive any subsequent
cause of forfeiture, or breach of any condition of this lease; nor shall any consent by the Lessor
to any assignment or subletting of said premises, or any part thereof, be held to waive or release
any assignee or sub-lessee from any of the foregoing conditions or covenants as against him or
them; but every such assignee and sub-lessee shall be expressly subject thereto.



          Whenever the word “Lessor” is used herein it shall be construed to include the heirs,
executors, administrators, successors, assigns or legal representatives of the Lessor; and the word
“Lessee” shall include the heirs, executors, administrators, successors, assigns or legal
representatives of the Lessee and the words Lessor and Lessee shall include single and plural,
individual or corporation, subject always to the restrictions herein contained, as to subletting or
assignment of this lease.



          IN WITNESS WHEREOF, the said parties aforesaid have duly executed the foregoing instrument or
caused the same to be executed the day and year first above written.



STERLING PROPERTIES LLC




By: /s/ David T.
Hawkins      




STERLING DIRECT, INC.




By:  /s/                                    




     This lease shall become immediately effective upon Lessor obtaining title to the property.



 









 





OPTION AND REIMBURSEMENT AGREEMENT




     The REYNOLDS AND REYNOLDS COMPANY (“Reynolds”), STERLING PROPERTIES, L.L.C. (“Seller”) and
DAVID T. HAWKINS and WILLIAM G. ZIERCHER (collectively, the “Principals” and individually, a
“Principal”) agree as follows:



RECITALS:




     Reynolds and Sterling Direct, Inc. (the “Company”) have entered into a written Acquisition
Agreement (the “Acquisition Agreement”) that provides for the purchase by Reynolds of substantially
all of the assets of the Company.



     The Company leases the Premises (as defined below) from Seller pursuant to a written lease
dated as of September 22, 1997 (the “Lease”).



     Reynolds, Company and Seller desire to enter into a new lease for the Premises for a term of
eight (8) years from the Closing Date (as defined in the Agreement). The terms of Seller’s loan
from and related mortgage in favor of Live Investors Insurance Company of America (the “First
Mortgage”) require that Seller obtain the consent of the holder of the First Mortgage to
termination of the Lease and execution of a new lease with Reynolds. The holder of the First
Mortgage is unwilling to consent to such a transaction.



     As an alternative, Reynolds is willing to enter into an assignment of the Lease, subject to
execution and performance of this Agreement (the “Agreement”) by Seller and the Principals.
Execution and delivery of this Agreement by Seller and the Principals is a condition to Reynolds’
obligation to close the transactions contemplated by the Acquisition Agreement.



     Principals hold a substantial majority of the outstanding common stock of the Company and
60.61% of the membership interests (together with affiliates) of Seller. Principals acknowledge
the direct and indirect benefits and consideration received from this Agreement as a result of
Reynolds execution of an assignment of the Lease and the performance of the Acquisition Agreement.



AGREEMENT:




1. OPTION





	 	1.1  	Grant. In consideration of One Dollar ($1.00) paid to Seller and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby
grants to Reynolds the exclusive option (the “Option”) to purchase the Premises for the Purchase
Price set forth below, at any time following the occurrence of a Triggering Event (as defined
below).
	 
	 	1.2  	Definitions. When used in this Agreement, the following terms shall have the
meanings set forth in this Section:




 









 












	 	1.2.1  	“Premises” means certain real property, with all appurtenant rights, privileges and
easements, located at One American Eagle Plaza, Earth City, Missouri, together with all
improvements thereon, and personal property located on the Premises as described in Exhibit A.
	 
	 	1.2.2  	“Triggering Event” means: (a) any default under the First
Mortgage that is not cured within any applicable cure period or waived in
writing by the holder within any applicable cure period; (b) any condemnation
involving ten percent (10%) or more of the Premises or any casualty loss that
renders ten percent (10%) or more of the Premises unstable in the ordinary
course of Reynolds business (provided, however, that as long as there is a pro
rata reduction in the rent under the Lease or Seller or the Principals hold
Reynolds harmless for a pro rata amount of rent under the Lease, the
Triggering Event in this clause (b) shall be deferred); or (c) the eighth
(8th) anniversary of the Acquisition Closing Date; provided, that
the Triggering Event described in clause (c) shall be deferred for such period
as either (i) Reynolds continues to occupy the leased premises beyond the
eighth (8th) anniversary of the Acquisition Closing Date; or (ii) a
sub-tenant assumes and performs all of Reynolds’ obligations under the Lease
(Reynolds agrees that if it does not desire to occupy the leased premises
beyond the eighth (8th) anniversary of the Acquisition Closing Date
and another Person desires to occupy the entire leased premises, Reynolds will
sublease the leased premises on substantially similar terms to such a
sub-tenant, subject to reasonable credit protections such as a security
deposit); provided however that as long as Reynolds is being held harmless by
Seller or the Principals (through one or more sources including sub-tenants)
for all costs and expenses (including rent) arising out of the Lease, no
Triggering Event shall have occurred.
	 
	 	1.2.3  	“Closing” means closing of the purchase of the Premises by
Reynolds following exercise of the Option as provided in this Agreement.
	 
	 	1.2.4  	“Closing Date” means the date on which the Closing occurs.
	 
	 	1.2.5  	“Acquisition Closing Date” means the closing date of the
acquisition of substantially all the assets of the Company by Reynolds.
	 
	 	1.2.6  	“Seller’s Knowledge” means the actual knowledge of
Principals.






	 	1.3  	Exercise of Option. The Option may be exercised at any time after the
occurrence of a Triggering Event or prior to termination (as provided in Section 1.4)
by written notice to Seller. If Reynolds exercises the Option, Seller shall have
thirty (30) days from receipt of Reynolds’ notice to effect a deferral within the
thirty-day period, Reynolds shall purchase and Seller shall sell the Premises on the
terms and conditions set forth in this Agreement.




 









 






	 	1.4  	Termination of Option. Unless the Option has been previously
exercised according to this Agreement, the Option will terminate upon either: (a)
termination of the Lease at any time (other than due to a default by, or a bankruptcy
even involving, the Seller, (b) one (1) day prior to the eighth (8th)
anniversary of the Acquisition Closing Date if Seller has both (i) provided notice to
Reynolds of the intention to terminate under this clause (b) at least one (1) month
prior to the eighth (8th) anniversary of the Acquisition Closing Date and
(ii) entered into a termination and complete release of Reynolds’ obligations under
the Lease and obtained all approvals from lenders of other persons required to do so;
or (c) execution of a new lease pursuant to any refinancing in accordance with Section
5.
	 
	 	1.5  	Reynolds’ Occupancy. In the event Reynolds desires to occupy the
Premises after the eighth (8th) anniversary of the Acquisition Closing
Date, Reynolds will notify the Seller no later than the seventh (7th)
anniversary of the Acquisition Closing Date, and the parties will commence good faith
discussions within ninety (90) days after the date of Reynolds’ notice).






	2.  	REIMBURSEMENT In the event that Reynolds exercises the Option and purchases the Premises
pursuant to this Agreement, then the parties shall have the rights and obligations described in this Section.






	 	2.2.1  	Sale of Premises. Within thirty days after the Closing Date,
Reynolds shall list the Premises for sale and engage an experienced
commercial broker of regional or national reputation and otherwise
commence commercially reasonable efforts to sell the Premises (the
terms of engagement of the broker shall be within generally accepted
terms for similar engagements in the St. Louis metropolitan area and
Reynolds shall be entitled to change brokers in its discretion).
Following the Closing, the parties shall negotiate in good faith toward
an agreement on a sale price for the Premises. If the parties are
unable to agree to a price within fifteen (15) days after the Closing
Date, the parties shall engage a qualified commercial real estate
appraiser in the St. Louis metropolitan area to determine the price.
Subject to the requirement of a minimum price determined pursuant to
this Section, Reynolds shall determine whether to accept or reject any
bona fide offer to purchase the Premises and to negotiate all terms and
conditions of sale, each in Reynolds good faith discretion; provided,
however, that if Reynolds receives two offers on the same terms except
price, Reynolds will accept the offer with the higher price.
	 
	 	2.2.2  	Shortfall. Upon closing of a sale of the Premises by Reynolds,
Seller shall pay to Reynolds an amount equal to the excess of (a)
Reynolds’ Cost (as defined below), over (b) the Net Sale Proceeds. In
the event the Net Sales Proceeds exceed the Reynolds Cost, Reynolds
shall be entitled to retain the excess, subject to Section 2.2.3.





 









 












	 	2.2.2.1.  	“Reynolds’ Cost” means the aggregate amount required to satisfy in full
all liens claims, charges or encumbrances (including the First Mortgage)
affecting the Premises and any matters that constitute a breach of any of the
representations and warranties of Seller under this Agreement as of the
Closing Date (including pro rata portions of real estate taxes and other
amounts accrued but not yet due with respect to all periods prior to the
Closing Date but excluding all other Permitted Exceptions). Notwithstanding
the preceding sentence, to the extent an amount otherwise described in this
Section 2.2.2.1 is already covered within Purchase Expenses, such amount shall
not be deemed part of the “Reynolds Cost”.
	 
	 	2.2.2.2.  	“Net Sales Proceeds” means the total consideration received (including
liabilities assumed) from the sale of the Premises, less the sum of (a) all
amounts due but unpaid under Sections 2.2.1 (including late payment charges
under Section 2.2.4), and (b) all fees, expenses or amounts paid by Reynolds
to third parties in connection with or resulting from the sale of the Premises
by Reynolds, including brokers fees and commissions, al transfer fees, legal
fees, title insurance fees, survey fees, lender fees, costs and expenses.






	 	2.2.3  	Carrying Cost. Upon closing of a sale of the Premises by Reynolds, Seller
shall reimburse Reynolds from the following costs incurred by Reynolds since the Closing
Date (the “Carrying Cost”): (a) all real estate taxes, assessments and the like, insurance
costs, security costs, utility and public service charges and expenses and maintenance and
repair costs, rent and other expenses and costs arising out of the lease, ownership and
maintenance of the Premises during the period from Closing Date to the closing of the sale
of the Premises by Reynolds (provided, however, that such amounts will not be charged to
Seller for any period that Reynolds uses a substantial portion of the Premises in the
ordinary course of its business or that a tenant leases all or substantially all of the
Premises), and (b) interest or other fees paid to lenders with respect to mortgage
financing to pay the Reynolds Cost for the period from the Closing Date to the closing of
the sale of the Premises by Reynolds (provided, however that if Reynolds does not obtain
mortgage financing but otherwise incurs the Reynolds Cost, this amount shall be determined
using the Reynolds Cost and the average weighted cost of capital used by Reynolds for
internal purposes for that same period). Notwithstanding the preceding sentence, in the
even the Net Sales Proceeds exceed the Reynolds Cost, the Carrying Cost shall be reduced
dollar for dollar by the amount of such excess (but not below $0).
	 
	 	2.2.4  	Late Payments Interest shall accrue on amounts due under this Agreement from
the due date at a rate equal to the lower of eighteen percent (18%) or the maximum amount
allowed by law.




 









 












	3.  	PURCHASE PRICE The purchase price for the Premises shall be One Dollar ($1.00) (the “Purchase Price”). The Purchase Price shall be payable at the Closing.
	 
	4.  	CLOSING DELIVERIES In the event Reynolds exercises the Option, the parties shall have the following rights and obligations:






	 	4.1  	Title. At the Closing, Seller will, at Seller’s sole expense, cause a
title insurance company of national reputation selected by Reynolds to
furnish Reynolds, within five (5) days prior to Closing, a commitment
for an ALTA form owner’s fee title insurance policy (the
“COMMITMENT”).
The Commitment shall be in such title company’s usual and customary
form in the amount of the sum of the Reynolds Cost plus the Purchase
Expenses, without any exception for facts that would be disclosed by a
survey and without exception for unfilled mechanic’s, laborer’s or
materialmen’s liens, the First Mortgage and the Permitted Exceptions.
“Permitted Exceptions” means (a) covenants, conditions, restrictions,
limitations, and reservations that do not, individually or in the
aggregate, materially reduce the value of the Premises; (b) rights of
way of record, easements and zoning regulations and other matters of
record, and (c) liens for accrued but not as yet payable taxes.
	 
	 	4.2  	Survey Seller shall obtain a survey of the Premises certified by a
registered surveyor to Reynolds and to the title company, and a legal
description of the Premises prepared in accordance with such survey.
Such survey shall show that the Premises is free from encroachments,
overhangs, evidence of unrecorded easements and other similar matters
which an accurate survey and inspection of the Premises would disclose,
and shall be acceptable to the title company for purposes of removing
the standard printed General Exceptions relating to matters of survey,
unrecorded easements, encroachments and the like. The survey prepared
shall be in accordance with the ALTA minimum survey standards and
contain the certifications and other matters required by such standards
and the title company in order to remove the standard printed General
Exceptions from the Commitment. Seller shall deliver the survey within
twenty-one (21) days after Reynolds exercises the Option subject to
delays beyond the reasonable control of Seller.
	 
	 	4.3  	Closing






	 	4.3.1  	The Closing shall occur at the offices of the title company
at a mutually satisfactory date and time that is not later than thirty (30)
days after expiration of the period following exercise of the Option during
which Seller may effect a deferral of the Triggering Event as provided in
Section 1.3.
	 
	 	4.3.2  	At the Closing, Seller shall deliver to Reynolds the
following:




 









 












	 	4.3.2.1  	A recordable general warranty deed conveying to Reynolds good and
marketable fee simple title to the Premises, free and clear of all
liens, encumbrances, assessments and restrictions, except the First
Mortgage and the Permitted Exceptions. Such deed shall also convey to
Reynolds all rights, easements and privileges appurtenant to the
Premises.
	 
	 	4.3.2.2  	An assignment and bill of sale covering all Personal Property.
Seller shall convey to Reynolds title to the Personal Property, free
and clear of all claims, liens and encumbrances.
	 
	 	4.3.2.3  	An affidavit, in form satisfactory to Reynolds, stating that Seller
is not a foreign person under Internal Revenue Code section 1445.
	 
	 	4.3.2.4  	A customary owner’s affidavit as to mechanic’s and materialmen’s
liens and persons in possession of the Premises required by the title
company as a condition to its agreement to delete the printed General
Exceptions related to such liens and possession from the Commitment.
	 
	 	4.3.2.5  	An opinion of counsel for Seller dated as of the Closing Date in
form and substance reasonably satisfactory to Reynolds and its counsel
and subject to normal qualifications and exceptions, that:






	 	4.3.2.5.1  	Seller is a limited liability company duly organized and
validly existing and in good standing under the laws of the
State of Missouri.
	 
	 	4.3.2.5.2  	This Agreement and the documents to be executed and
delivered by Seller, will be valid and binding upon Seller and
enforceable in accordance with their terms, except as limited
by (A) general principals of equity, regardless of whether
such enforceability is considered in a proceeding in equity or
law, (B) bankruptcy, moratorium, or similar laws, or (C) other
laws effecting or relating to the rights of creditors
generally.
	 
	 	4.3.2.5.3  	The managers and members of Seller have duly authorized
the transactions contemplated in this Agreement
	 
	 	4.3.2.5.4  	Neither the execution nor delivery of this Agreement nor
the consummation of the




 









 






	 	   	transactions contemplated hereby will constitute (A) a
default, or an event that would with notice or lapse of
time, or both, constitute a default under, or violation
or breach of, Seller’s Articles or Organization or
Operating Agreement, or (B) an event that would result
in the creation or imposition of any lien, charge, or
encumbrance on the Premises.






	 	4.3.2.6  	A certificate of Good Standing from the State of Missouri dated
within thirty (30) days of the date of Closing.
	 
	 	4.3.2.7  	Certificates confirming that each of the representations and
warranties of Seller in this Agreement remains true and correct in all
material respects, the incumbency of the persons executing documents
and instruments on behalf of Seller to be delivered at the Closing and
confirming that the actions of Seller’s managers and members to
authorize this Agreement and its performance remain in full force and
effect.






	 	4.3.3  	At the Closing Reynolds shall deliver the Purchase Price and
such affidavits as may reasonably be requested by the title company.






	 	4.4  	Possession  Possession of the Premises shall be delivered to
Reynolds at the Closing. Any time prior to the Closing, Reynolds and its designated
agents shall have the right, at reasonable times, to enter upon the Premises for the
purpose of making inspections, tests, survey and other reasonable investigations.
	 
	 	4.5  	Risk of Loss Risk of loss to the Premises shall remain with the
Seller until the Closing. In the event of damage or destruction to the Buildings or
any improvements on the Premises during the period between exercise of the Option and
the Closing, Reynolds may elect to (a) have the proceeds of such insurance and any
excess cost of repair paid to Reynolds at Closing, or (b) terminate this Agreement, in
which event the parties shall be released from any further obligations hereunder.
During the period of its ownership of the Premises, Reynolds agrees to maintain
insurance on the Premises in the same amounts as required under the Lease, and
Reynolds agrees to keep and maintain the premises in good order and repair (normal
wear and tear expected) and to use reasonable diligence to keep the Premises free from
waste and nuisance of any kind.
	 
	 	4.6  	Specific Performance Seller and Principals acknowledge that in the
event of a breach of this Agreement by them, Reynolds would be irreparably harmed,
and, accordingly, Seller and Principals agree that in the event of such a breach
Reynolds shall be entitled to specific performance and other equitable




 









 






	 	   	remedies in addition to and not in lieu of any other remedies available to
Reynolds, including money damages.






	5.  	REFINANCING OF FIRST MORTGAGE In the event that Seller re-finances the First Mortgage
at any time prior to the eighth (8th) anniversary of the Acquisition Closing Date,
Reynolds and Seller shall terminate the Lease and enter into a new lease on identical terms except
that the term shall expire on the eighth (8th) anniversary of the Acquisition Closing
Date and the new lease shall include customary terms for abatement and/or reduction of rent in the
event of a condemnation or casualty affecting the Premises. Reynolds obligation to execute such a
lease shall be conditioned upon the execution by the replacement lender of an attornment agreement
in substantially the form of the attornment agreement executed by the holder of the First Mortgage.
	 
	6.  	RESTRICTIONS ON ADDITIONAL INTERESTS OR LIENS Except for the Permitted Encumbrances, the
rights granted to Reynolds under this Agreement and security with respect to re-financing of the
First Mortgage in accordance with Section 5, neither Seller nor Reynolds shall, whether
voluntarily, involuntarily or by operation of law, grant, convey, transfer or allow to exist any
liens, charges, encumbrances or interests with respect to the Premises at any time prior to
termination of the Option.
	 
	7.  	REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Reynolds that
the following statements are true and correct as of the date of this Agreement and will be true and
correct on the date of Closing (except as disclosed in Exhibit B to this Agreement):






	 	7.1  	Zoning The premises are currently zoned to permit all current uses being made on
the Premises, and no portion of the Premises constitutes a non- conforming use.
	 
	 	7.2  	Compliance with Laws To Seller’s Knowledge, the Premises are not in violation of
any building code, fire code, or any other applicable ordinance, statute, regulation or requirement
of any governmental authority having jurisdiction thereof, and Seller has received no notice or
order from any governmental authority as to such a violation.
	 
	 	7.3  	Mechanics’ Lien The Premises is free from mechanic’s liens or the possibility
of the rightful filing thereof. There are no pending lawsuits, no threatened lawsuits, and no
asserted or threatened violations affecting the Premises or any part thereof.
	 
	 	7.4  	Private Restrictions There are no private restrictions or conditions by deed or
contract relating to the Premises that do not appear of record.
	 
	 	7.5  	Insurance Matters Seller has received no notices of violations of any policy of
insurance covering any part of the Premises, and Seller has not




 









 






	 	   	received and has no knowledge of any notice or request from any insurance company or board of
fire underwriters requesting the performance of any work or alteration with respect to the
Premises.
	 
	 	7.6  	Access To Seller’s Knowledge, no fact or condition exists which could reasonably
be expected to result in the termination or impairment of access to any of the Premises or which
could result in the discontinuation or reduction of traffic and/or necessary sewer, water,
electric, gas, telephone, or other utilities or services to the Premises.
	 
	 	7.7  	Public Improvements Seller has not been notified of possible future improvements
by any public authority, any part of the cost of which would or might be assessed against the
Premises, or of any contemplated future assessments of any kind. To Seller’s knowledge, there are
no condemnation proceedings pending or contemplated which would affect the Premises.
	 
	 	7.8  	Conflicting Interests Except for the First Mortgage and Reynolds rights under this
Agreement, Seller has not entered into any other contract to sell or encumber the Premises or any
part thereof other than the excepted on the Commitment.
	 
	 	7.9  	Organization and Authority Seller is a duly organized limited liability
company, validly existing under the laws of the State of Missouri. The person who executes
this Agreement on behalf of Seller has full authority to act on behalf of and to bind
Seller with respect to this Agreement. The execution, deliver and performance of this
Agreement by Seller will not result in the breach of, or constitute a default by Seller
under, its Articles of Organization or Operating Agreement or any contract, agreement,
mortgage, pledge, note, bond or other instrument to which Seller is a party or by which
Seller may be bound or the Premises affected.






	8.  	REMEDY FOR A BREACH OF SECTION 7 Reynolds remedy for a breach of Section 7 of this
Agreement shall be limited to recovery through Section 2.2.2 (to the extent such Section is
applicable).
	 
	9.  	SURVIVAL All representations, warranties and covenants hereunder have been relied upon
as material inducements for entering this Agreement and shall survive the Closing for a period of
five (5) years.
	 
	10.  	GUARANTY Principals hereby guaranty the full and prompt performance by Seller of its
obligations under this Agreement. This guaranty is one of payment, not collection. In the event
of dissolution and liquidation of Seller, members shall automatically and without further action
assume all obligations of Seller hereunder and shall receive all rights and benefits of Seller
hereunder.




 









 






	11.  	NOTICES All notices, requests, demands and other communications hereunder shall be in
writing and shall be transmitted (and be deemed given and received) in the manner contemplated by
Section 21.2 of the Acquisition Agreement, addressed as follows: (a) is to Seller or Reynolds-to
the respective addresses identified in Section 21.2 of the Acquisition Agreement; or (b) if to
Principals-to the respective addresses identified in their employment agreements with Reynolds or
such other addresses as shall be furnished in writing in accordance with the provisions of this
Section by any party to the other parties.
	 
	12.  	HEADINGS The Section headings in this Agreement are inserted solely as a matter of
convenience for reference, and shall not in any way affect the meaning or interpretation of any of
the provisions of this Agreement.
	 
	13.  	COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.
	 
	14.  	PRIOR AGREEMENTS This Agreement supersedes all prior agreements, oral and written,
among the parties hereto with respect to the subject matter hereunder.
	 
	15.  	AMENDMENT; WAIVER This Agreement may not be amended except by an instrument in writing
signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement
except by written instrument signed by the party charged with such waiver or estoppel. No such
written waiver shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act other than that
specifically waived.
	 
	16.  	SEVERABILITY Should any provision of this Agreement, or the application thereof, be
held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement
or alternative applications thereof, other than the provision(s) which shall have been held invalid
or unenforceable, shall not be affected thereby and shall continue to be valid and enforceable to
the fullest extent permitted by law or equity.
	 
	17.  	ASSIGNMENT This Agreement shall not be assignable by any party without the written
consent of the other parties; provided, however, that Reynolds may assign its rights hereunder to a
wholly owned subsidiary if Reynolds unconditionally guarantees such subsidiary’s performance.
Nothing contained in this Agreement, express or implied, is intended to confer upon any person or
entity, other than the parties hereto and their permitted successors, assigns, and transferees.
	 
	18.  	BINDING EFFECT This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective permitted successors, assigns, and transferees.




 









 






	19.  	TIME OF ESSENCE Time is of the essence in this Agreement.
	 
	20.  	GOVERNING LAW This Agreement will be governed by and construed and enforced in
accordance with the laws of the state of Missouri as applied to contracts executed and performed
wholly within that state. Any action or proceeding seeking to enforce any provision of or based on
any right arising out of this Agreement may be brought against the parties in the United States
District Court for the Eastern District of Missouri, and the parties consent to the jurisdiction of
such court (and of the appropriate appellate courts) in any such action or proceedings and waive
any objection to venue laid therein.
	 
	21.  	MEMORANDUM FILING The parties shall execute and file a Memorandum of Option with five
(5) days after execution of this Agreement.





The parties have executed this Agreement as of this 30th day of September, 1999




	 	 	 
	Acknowledge in the
Presence of

	 	STERLING PROPERTIES, L.L.C.
	 
	 	 
	                                             

	 	By  /s/ David T.
Hawkins  
	 
	 	 
	/s/ Coletta L.
McClain   
       

	 	THE REYNOLDS AND REYNOLDS COMPANY
	 
	 	 
	                                             

	 	By  /s/ Timothy
Schriner  
	 
	 	 
	/s/ Coletta L. McClain     
	 	 
	 
	 	 
	

	 	PRINCIPALS:
	 
	 	 
	                                             

	 	 /s/ David T.
Hawkins  
	

	 	          David T. Hawkins
	 
	 	 
	/s/ Coletta L. McClain     
	 	 
	 
	 	 
	                                             

	 	 /s/ William G.
Ziercher  
	

	 	          William G. Ziercher
	 
	 	 
	/s/ Coletta L. McClain     
	 	 







 









 






	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 
	

	) SS.	 	 	 	 	 
	COUNTY OF ST. LOUIS

	)	 	 	 	 	 






     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared David T. Hawkins, member of Sterling Properties, L.L.C.
a Missouri limited liability company, known to me to be the person who executed the within
instrument on behalf of said limited liability company and acknowledged to me that he executed the
same for the purposes therein stated.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain
	

	 	 






My Commission Expires:                                                            




 









 








	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 	 
	

	)	 	 	 	 	 	 
	COUNTY OF ST. LOUIS

	) SS.	 	 	 	 	 	 	 






     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared Timothy Schriner, who, being by me duly sworn, did say
that he is G.V.P. Finance of The Reynolds and Reynolds Company, an Ohio corporation, and that the
seal affixed to the foregoing instrument is the corporate seal of said corporation, and said
instrument was signed and sealed in behalf of said corporation, by authority of its Board of
Director; and said Timothy Schriner acknowledged said instrument to be the free act and deed of
said corporation.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain 
	

	 	Notary Public






My Commission Expires: December 13, 2002




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 	 
	

	)	 	 	 	 	 	 
	COUNTY OF ST. LOUIS

	) SS.	 	 	 	 	 	 	 






     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Pubic in and for
said state, personally appeared David T. Hawkins and acknowledged to me that the same for the
purposes therein stated.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain 
	

	 	Notary Public






My Commission Expires: December 13, 2002




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 	 
	

	)	 	 	 	 	 	 
	COUNTY OF ST. LOUIS

	) SS.	 	 	 	 	 	 	 






     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared William G. Ziercher and acknowledged to me that he
executed the same for the purposes therein stated.



 









 





IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and
State aforesaid, the day and year first above written.




	 	 	 
	

	 	/s/ Coletta L. McClain
	

	 	 
	

	 	Notary Public






My Commission Expires: December 13, 2002




 









 








EXHIBIT A




     The personal property, equipment and fixtures sold hereunder shall include all of the
following to the extent of Seller’s interest therein:




	 	a)  	All lighting fixtures including emergency lighting fixtures and explosion- proof fixtures.
	 
	 	b)  	All electrical switch gear including free-standing transformers and electrical “drops.”
	 
	 	c)  	All air lines including hard plumbing.
	 
	 	d)  	All plumbing fixtures including drinking fountains.
	 
	 	e)  	All fire extinguishers and fire hoses.
	 
	 	f)  	Any burglar and/or fire alarm systems.
	 
	 	g)  	All heating, ventilating and air conditioning equipment.
	 
	 	h)  	All pumps and other mechanical equipment.
	 
	 	i)  	All time clocks and other clocks.
	 
	 	j)  	All free standing modular office partitions.
	 
	 	k)  	All carpeting.
	 
	 	l)  	All window blinds, drapery rods and all draperies.
	 
	 	m)  	All elevators and related equipment.
	 
	 	n)  	All original and/or reproducible architectural, plumbing, HVAC, and electrical drawings for
the facility and all installation, operation and service manuals, if available, and maintenance and
inspection records for all heating, ventilating and air conditioning (HVAC), electrical, and any
other mechanical equipment.
	 
	 	o)  	 All other personal property, equipment and fixtures owned by the Seller and located on the
real property at One American Eagle Plaza, Earth City, Missouri.





 









 





EXHIBIT B




None.




 









 








MEMORANDUM OF LEASE




     THIS MEMORANDUM OF LEASE is made as of September 30, 1999, by and between Sterling Properties,
L.L.C., a Missouri limited liability company (“Landlord”), and The Reynolds and Reynolds Company,
an Ohio corporation (“Tenant”).



WITNESSETH:




     THAT FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other valuable
consideration paid by Tenant to Landlord, the receipt and sufficiency of which are hereby
acknowledged, the parties desire to give notice of the existence of the following lease:



     1. Landlord under lease dated September 22, 1997 (the “Lease”) demised and leased to Sterling
Direct, Inc., a Missouri corporation (“Sterling Direct”), upon and subject to the terms, covenants
and conditions set forth in the Lease, a certain tract of land (the “Premises”), as described on
Exhibit A, attached hereto and incorporated herein by reference, located in St. Louis County,
Missouri.



     2. Sterling Direct assigned its rights in the Lease to Tenant and Tenant has assumed all
obligations under the Lease as of the date hereof. The Lease will expire September 30, 2007.



     3. The parties hereto by reference incorporate herein all terms, covenants, and conditions
contained in the Lease. This Memorandum of Lease is prepared for the purposes of recordation and
notice of the Lease, and in no way modifies or otherwise amends the terms and conditions of the
Lease. For a complete statement of the rights, privileges and obligations created under and by
said instrument and of the terms, covenants and conditions contained therin, reference is hereby
made to the Lease.



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



	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	 	 	Sterling Properties, L.L.C., a Missouri
           limited liability company
	 
	 	 	 	 
	

	 	By:
	 	/s/ David T. Hawkins
	

	 	 	 	 






 









 





	 	 	 	 	 
	

	 	Printed Name:
	 	David T. Hawkins
	

	 	 	 	 






	 	 	 	 	 
	

	 	Title:
	 	Executive Vice President and
	

	 	 	 	 
	

	 	 	 	Managing Member
	

	 	 	 	 






	 	 	 
	

	 	TENANT:
	 
	 	 
	

	 	The Reynolds and Reynolds Company,
 an Ohio Corporation






	 	 	 	 	 
	

	 	By:
	 	/s/ Timothy Schriner
	

	 	 	 	 






	 	 	 	 	 
	

	 	Printed Name:
	 	Timothy Schriner
	

	 	 	 	 






	 	 	 	 	 
	

	 	Title:
	 	Group Vice President & Finance-
	

	 	 	 	 
	

	 	 	 	ISG
	

	 	 	 	 






	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 
	

	) SS.	 	 	 	 	 
	COUNTY OF ST. LOUIS

	)	 	 	 	 	 





     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared David T. Hawkins, Member of Sterling Properties, L.L.C.,
a Missouri limited liability company, known to me to be the person who executed the within
instrument on behalf of said limited liability company and acknowledge to me that he executed the
same for the purposes therein state.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain
	

	 	 
	

	 	Notary Public






My Commission Expires: December 13, 2002




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 
	

	) SS.	 	 	 	 	 
	COUNTY OF ST. LOUIS

	)	 	 	 	 	 





     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared Timothy Schriner, who, being by me duly sworn, did say
that he is G. V. P. Finance of the Reynolds and Reynolds Company, an Ohio corporation, and that the
seal affixed to the foregoing instrument is the corporate seal of said corporation, and said
instrument was signed and sealed in behalf of said corporation, by



 









 





authority of its Board of Directors; and said Timothy Schriner acknowledged said instrument to be
the free act and deed of said corporation.




     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain
	

	 	 
	

	 	Notary Public






 









 





EXHIBIT A




Premises




Lot 5064B of Lot Split Plat Lots 5064A and 5064B of Lot 5064 of the Amended Plat of Earth City Plat
66, according to the plat thereof recorded in Plat Book 342, Page 63 of the St. Louis County
Records.




 









 








MEMORANDUM OF OPTION




     THIS MEMORANDUM OF OPTION is made as of September 30th, 1999, by and between The
Reynolds and Reynolds Company, an Ohio corporation (“Reynolds”) and Sterling Properties, L.L.C., a
Missouri limited liability company (“Seller”).



WITNESSETH:




     THAT FOR AND IN CONSIDERATION of the sum of One Dollar ($1.00) and other valuable
consideration paid by Seller to Reynolds, the receipt and sufficiency of which are hereby
acknowledged, the parties desire to give notice of the existence of the following option:



     1. Seller under that certain Option and Reimbursement Agreement dated September 30, 1999 (the
“Option Agreement”) granted Reynolds an option to purchase Seller’s interest in that certain tract
of land described in Exhibit A, attached hereto and incorporated herein by reference (the
“Premises”), upon and subject to the terms, covenants and conditions set forth in the Option
Agreement.



     2. The term of the Option Agreement shall terminate upon the occurrence of certain events
specified therein, but not later than the termination of the written Lease Agreement dated
September 22, 1997 by and between Seller and Sterling Direct, Inc., a Missouri corporation (the
“Lease”). The Lease has been assigned by Sterling Direct, Inc. to Reynolds.



     3. The parties hereto by reference incorporate herein all terms, covenants, and conditions
contained in the Option Agreement. This Memorandum of Option is prepared for the purposes of
recordation and notice of the Option Agreement, and in no way modifies or otherwise amends the
terms and conditions of the Option Agreement. For a complete statement of the rights, privileges
and obligations created under and by said instrument and of the terms, covenants and conditions
contained therein, reference is hereby made to the Option Agreement.



     IN WITNESS WHEREOF, Seller and Reynolds have caused this Memorandum of Option to be duly
executed as of the day and year first above written.



	 	 	 	 	 
	

	 	SELLER:
	

	 	 
	

	 	Sterling Properties, L.L.C., a Missouri limited

Liability company
	 
	 	 
	 
	 	By:	 	/s/ David T. Hawkins
	 	 	Printed Name:
	 	David T. Hawkins
	 	 	Title: Exec.
	 	VP Managing Member






 









 






	 	 	 	 	 
	

	 	REYNOLDS:
	

	 	 
	

	 	The Reynolds and Reynolds Company, an Ohio

Corporation
	

	 	 
	

	 	By:
	 	/s/ Timothy Schriner
	 	 	Printed Name:	 	Timothy Schriner	 
	 	 	Title:
	 	Group Vice President, Finance – ISG






	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 
	

	) SS.	 	 	 	 	 
	COUNTY OF ST. LOUIS

	)	 	 	 	 	 





     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared David T. Hawkins, a Member of Sterling Properties, L.L.
C., a Missouri limited liability company, known to me to be the person who executed the within
instrument on behalf of said limited liability company and acknowledged to me that he executed the
same for the purposes therein stated.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



	 	 	 
	

	 	/s/ Coletta L. McClain
	

	 	 
	

	 	Notary Public






My Commission Expires: December 13, 2002




	 	 	 	 	 	 	 
	STATE OF MISSOURI

	)	 	 	 	 	 
	

	) SS.	 	 	 	 	 
	COUNTY OF ST. LOUIS

	)	 	 	 	 	 





     On this 30th day of September, 1999, before me Coletta L. McClain, a Notary Public
in and for said state, personally appeared Timothy Schriner, who, being by me duly sworn, did say
that he is G. V. P. Finance of The Reynolds and Reynolds Company, an Ohio corporation, and that the
seal affixed to the foregoing instrument is the corporate seal of said corporation, and said
instrument was signed and sealed in behalf of said corporation, by authority of its Board of
Directors; and said Timothy Schriner acknowledged said instrument to be the free act and deed of
said corporation.



     IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County
and State aforesaid, the day and year first above written.



 









 





	 	 	 
	

	 	 
	

	 	Notary Public






EXHIBIT A




Premises




Lot 5064B of Lot Split Plat Lots 5064A and 5064B of Lot 5064 of the Amended Plat of Earth City Plat
66, according to the plat thereof recorded in Plat Book 342, Page 63 of the St. Louis County
Records.