CONSTRUCTION AGENCY AGREEMENT Dated August 29, 2001

CONSTRUCTION AGENCY AGREEMENT


dated as of August 29, 2001


among


ATLANTIC FINANCIAL GROUP, LTD.


and


CHOICEPOINT INC.
as Construction Agent


================================================================================


TABLE OF CONTENTS
Page
---- ARTICLE I DEFINITIONS...............................................................................1
1.1. Defined Terms.............................................................................1


ARTICLE II APPOINTMENT OF CONSTRUCTION AGENT.........................................................1
2.1. Appointment...............................................................................2
2.2. Acceptance; Construction..................................................................2
2.3. Commencement of Construction..............................................................2
2.4. Supplements to this Agreement.............................................................2
2.5. Term......................................................................................3
2.6. Identification of Properties; Construction Documents......................................3
2.7. Scope of Authority........................................................................3
2.8. Covenants of the Construction Agent.......................................................5
2.9. Insurance.................................................................................5


ARTICLE III THE BUILDINGS............................................................................12
3.1. Amendments; Modifications................................................................12
3.2. Casualty and Condemnation................................................................12
3.3. Indemnity................................................................................13
3.4. Construction Force Majeure Events........................................................13


ARTICLE IV PAYMENT OF FUNDS.........................................................................15
4.1. Funding of Property Acquisition Costs and Property Buildings Costs.......................15


ARTICLE V CONSTRUCTION AGENCY EVENTS OF DEFAULT....................................................15
5.1. Construction Agency Events of Default....................................................15
5.2. Damages..................................................................................16
5.3. Remedies; Remedies Cumulative............................................................16
5.4. Limitation on Construction Agent's Recourse Liability....................................18
5.5. Construction Agent's Right to Purchase...................................................19
5.6. Construction Return Procedures...........................................................19
5.7. Option to Remarket.......................................................................20
5.8. Rejection of Sale........................................................................23
5.9. Return of Leased Property................................................................23


ARTICLE VI NO CONSTRUCTION AGENCY FEE...............................................................24
6.1. Lease as Fulfillment of Lessor's Obligations.............................................24


ARTICLE VII LESSOR'S RIGHTS; CONSTRUCTION AGENT'S RIGHTS.............................................24
7.1. Exercise of the Lessor's Rights..........................................................24


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7.2. Lessor's Right to Cure Construction Agent's Defaults.....................................24


ARTICLE VIII MISCELLANEOUS............................................................................25
8.1. Documentary Conventions..................................................................25
8.2. Successors and Assigns...................................................................25


EXHIBITS


Exhibit A Form of Supplement to Construction Agency Agreement


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CONSTRUCTION AGENCY AGREEMENT


CONSTRUCTION AGENCY AGREEMENT, dated as of August 29, 2001 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), between ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership, (the "Lessor"), and CHOICEPOINT INC., a Georgia corporation ("ChoicePoint", and in its capacity as construction agent, the "Construction Agent").


PRELIMINARY STATEMENT


A. Lessor, ChoicePoint, certain subsidiaries of ChoicePoint that may become signatories thereto, the Lenders signatory thereto and SunTrust Bank, as agent for such Lenders (in such capacity, the "Agent") are parties to that certain Master Agreement, dated as of August 29, 2001 (as amended, supplemented or otherwise modified from time to time pursuant thereto, the "Master Agreement").


B. Subject to the terms and conditions hereof, (i) the Lessor desires to appoint ChoicePoint as the Construction Agent to act as its sole and exclusive agent for the identification and acquisition of the Land pursuant to the Master Agreement and construction of the Buildings in accordance with the Plans and Specifications and pursuant to the Master Agreement, and (ii) the Construction Agent desires, for the benefit of the Lessor, to cause the Buildings to be constructed in accordance with the Plans and Specifications and pursuant to the Master Agreement and this Agreement, in each case in accordance with the terms herein set forth.


NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:


ARTICLE I


DEFINITIONS


1.1. Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Appendix A to the Master Agreement.


ARTICLE II


APPOINTMENT OF CONSTRUCTION AGENT


2.1. Appointment. Pursuant to and subject to the terms and conditions set forth herein and in the Master Agreement and the other Operative Documents, the Lessor hereby irrevocably designates and appoints ChoicePoint as the Construction Agent to act as its exclusive agent for (i) the identification and acquisition from time to time of Land to be acquired or leased by the Lessor and leased or subleased to ChoicePoint and (ii) the construction of the Buildings in accordance with the Plans and Specifications on such Land.


2.2. Acceptance; Construction. ChoicePoint hereby unconditionally accepts the designation and appointment as Construction Agent. The Construction Agent will cause the Buildings to be constructed on the Land substantially in accordance with the Plans and Specifications and, in accordance with the Operative Documents, to be equipped in all material respects with all Applicable Law and insurance requirements, but using funds advanced by the Funding Parties (or its own funds, subject to reimbursement from Advances), insurance proceeds, condemnation awards and any Additional Amounts advanced by the Funding Parties (collectively, the "Funding Sources"). If a Leased Property will be leased by a Lessee other than ChoicePoint, ChoicePoint may appoint such Lessee as its sub-construction agent with respect to such Leased Property, provided that such appointment shall not affect ChoicePoint's obligations hereunder, which obligations shall be primary and shall remain in full force and effect.


2.3. Commencement of Construction. Subject to Construction Force Majeure Events, the Construction Agent hereby agrees, unconditionally and for the benefit of the Lessor, to cause Construction of a Building to commence on each parcel of Land as soon as is reasonably practicable, in its reasonable judgment, after the Closing Date in respect of such Land. For purposes hereof, Construction of a Building shall be deemed to commence on the date after the Closing Date for the related Leased Property (the "Construction Commencement Date") on which excavation for the foundation for such Building or any other Construction of such Building commences. Without limiting the foregoing, no phase of such Construction shall be undertaken until all permits required for such phase have been issued therefor.


2.4. Supplements to this Agreement. On the Closing Date of each parcel of Land, the Lessor and the Construction Agent shall each execute and deliver to the Agent a supplement to this Agreement in the form of Exhibit A to this Agreement, appropriately completed, pursuant to which the Lessor and the Construction Agent shall, among other things, each acknowledge and agree that the Construction of such parcel of Land will be governed by the terms of this Agreement. Following the execution and delivery of a supplement to this Agreement as provided above, such supplement and all supplements previously delivered under this Agreement shall constitute a part of this Agreement. On or prior to the Closing Date of each parcel of Land, the Construction Agent shall prepare and deliver to the Lessor and the Agent a construction budget (the "Construction Budget") for the related Leased Property, setting forth in reasonable detail the budget for the Construction of the proposed Building on such Land in accordance with the Plans and Specifications therefor, and all related costs including the capitalized interest and Yield expected to accrue during the related Construction Term; such Construction Budget shall


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include a line item for the amount of self-insurance or deductibles applicable to such Leased Property.


2.5. Term. This Agreement shall commence on the date hereof and shall terminate with respect to any given Leased Property upon the first to occur of:


(a) payment by the Lessee of the Leased Property Balance
and termination of the Lease with respect to such Leased Property in
accordance with the Lease;


(b) the expiration or earlier termination of the Lease;


(c) termination of this Agreement pursuant to Article V
hereof;


(d) the Completion Date for such Leased Property and the
completion of all punch list items as set forth in Section 2.8(d); and


(e) the payment by the Construction Agent of the Leased
Property Balance or the Construction Failure Payment with respect to
such Leased Property pursuant to this Agreement.


2.6. Identification of Properties; Construction Documents. The Construction Agent may execute any of its duties and obligations under this Agreement by or through agents, contractors, developers, Affiliates, employees or attorneys-in-fact, and the Construction Agent shall enter into such agreements with architects and contractors as the Construction Agent deems necessary or desirable for the construction of the Buildings pursuant hereto (the "Construction Documents"); provided, however, that no such delegation shall limit or reduce in any way the Construction Agent's duties and obligations under this Agreement; provided, further, that contemporaneously with the execution and delivery of a Construction Document, the Construction Agent will execute and deliver to the Lessor the Security Agreement and Assignment, pursuant to which the Construction Agent assigns to the Lessor, among other things, all of the Construction Agent's rights under and interests in such Construction Documents. Each construction contract shall be with a reputable general contractor with experience in constructing projects that are similar in scope and type to the proposed Building, and shall provide for a guaranteed maximum project cost, at least 10% retainage and, except for the Leased Property located in Fulton County, Georgia, the delivery of a performance bond.


2.7. Scope of Authority. (a) Subject to the terms, conditions, restrictions and limitations set forth in the Operative Documents, the Lessor hereby expressly authorizes the Construction Agent, or any agent or contractor of the Construction Agent, and the Construction Agent unconditionally agrees, for the benefit of the Lessor, to take all action necessary or desirable for the performance and satisfaction of all of the Construction Agent's obligations


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hereunder with respect to the Leased Properties acquired or leased by the Lessor, including, without limitation:


(i) the identification and assistance with the
acquisition or lease of Land in accordance with the terms and
conditions of the Master Agreement;


(ii) all design and supervisory functions relating to the
construction of the Buildings and performing all engineering work
related to the construction of the Buildings;


(iii) negotiating and entering into all contracts or
arrangements to procure the equipment and services necessary to
construct the Buildings on such terms and conditions as are customary
and reasonable in light of local standards and practices;


(iv) obtaining all necessary permits, licenses, consents,
approvals and other authorizations, including those required under
Applicable Law, from all Governmental Authorities in connection with
the construction and the development of the Leased Property on the Land
in accordance with the Plans and Specifications;


(v) maintaining all books and records with respect to the
construction, operation and management of the Leased Properties; and


(vi) performing any other acts necessary or appropriate in
connection with the identification, and acquisition (or leasing) and
development of the Land and construction of the Buildings in accordance
with the Plans and Specifications, and all other functions typically
undertaken for the construction and development of similar properties.


(b) Neither the Construction Agent nor any of its Affiliates or agents shall enter into any contract which would, directly or indirectly, impose any liability or obligation on the Lessor unless such contract expressly contains an acknowledgment by the other party or parties thereto that the obligations of the Lessor are non-recourse, and that the Lessor shall have no personal liability with respect to such obligations. Any contract entered into by the Construction Agent or any of its Affiliates or agents not meeting the requirements of the foregoing sentence shall be ineffective. Subject to the foregoing, the Lessor shall execute such documents and take such other actions as the Construction Agent shall reasonably request, at the Construction Agent's expense, to permit the Construction Agent to perform its duties hereunder.


(c) Subject to the terms and conditions of this Agreement and the other Operative Documents, the Construction Agent shall have sole management and control over the means, methods, sequences and procedures with respect to the Construction. The parties agree that the Construction Agent shall be in possession and control of each Leased Property during the Construction Term therefor.


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2.8. Covenants of the Construction Agent. The Construction Agent hereby covenants and agrees that it will, using the Funding Sources:


(a) following the Construction Commencement Date for each
parcel of Land, cause construction of a Building on such Land to be
prosecuted diligently and without undue interruption substantially in
accordance with the Plans and Specifications for such Land, in
accordance with the Construction Budget for such Leased Property and in
compliance in all material respects with all Applicable Law and
insurance requirements;


(b) notify the Lessor and the Agent in writing not less
than five (5) Business Days after the occurrence of each Construction
Force Majeure Event;


(c) take all reasonable and practical steps to cause the
Completion Date for such Leased Property to occur on or prior to the
Scheduled Construction Termination Date for such Leased Property, and
cause all Liens (including, without limitation, Liens or claims for
materials supplied or labor or services performed in connection with
the construction of the Buildings), other than Permitted Liens and
Lessor Liens, to be discharged;


(d) following the Completion Date for each Leased
Property, cause all outstanding punch list items with respect to the
Buildings on such Leased Property to be completed within sixty (60)
days after said Completion Date;


(e) at all times during Construction, cause all title to
all personalty financed by the Lessor on or within such Leased Property
to be and remain vested in the Lessor and cause to be on file with the
applicable filing office or offices all necessary documents under
Article 9 of the Uniform Commercial Code to perfect such title free of
all Liens other than Permitted Liens, it being understood and
acknowledged that such Lessor's rights, title and interest in and to
said personalty have been assigned to the Agent pursuant to the
Operative Documents;


(f) not enter into any agreements or arrangements with
any Person (other than the Funding Parties pursuant to the Operative
Documents) that would result in any claim against, or liability of, the
Agent or any Funding Party resulting from the fact that any Leased
Property is not completed on or prior to the Scheduled Construction
Termination Date therefor; and


(g) take all reasonable and practical steps to minimize
the disruption of the construction process arising from Construction
Force Majeure Events.


2.9. Insurance.


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(a) Insurance by the Construction Agent: The Construction Agent shall cause to be procured with proceeds of Advances pursuant to, and subject to the terms and conditions of, the Operative Documents and maintain in full force and effect during the Construction Term insurance policies with insurance companies authorized to do business in each jurisdiction in which the Leased Properties under Construction are located with a Best Insurance Reports rating of "A" or better and a financial size category of "VIII" or higher, or that are pre-approved by the Lessor, with limits and coverage provisions as set forth below.


(i) General Liability Insurance. Liability insurance on
an occurrence basis for the Construction Agent's and Lessor's liability
arising out of claims for personal injury (including bodily injury and
death) and property damage. Such insurance shall provide coverage for
products-completed operations, contractual and personal injury
liability with a $1,000,000 limit per occurrence for combined bodily
injury and property damage with policy aggregates of $2,000,000 (other
than products-completed operations) and $1,000,000 for
products-completed operations. A maximum deductible or self- insured
retention of $5,000 per occurrence shall be allowed with respect to
such insurance to the extent relating to the Leased Properties.


(ii) Automobile Liability Insurance. Automobile liability
insurance for the Construction Agent's and Lessor's liability arising
out of claims for bodily injury and property damage covering all
leased, non-owned and hired vehicles used in the performance of the
Construction Agent's obligations under this Agreement with a $1,000,000
limit per accident for combined bodily injury and property damage and
containing appropriate no-fault insurance provisions wherever
applicable. A maximum deductible or self-insured retention of $5,000
per occurrence shall be allowed with respect to such insurance to the
extent relating to the Leased Properties.


(iii) Excess Liability Insurance. Liability insurance in
excess of the insurance coverage required in clauses (i) and (ii) above
with a limit of $5,000,000 per occurrence and in the aggregate.


(iv) Builder's Risk Insurance. Property damage insurance
on an "all risk" basis insuring the Construction Agent and Lessor, as
their interests may appear, including coverage against loss or damage
from the perils of earth movement (including but not limited to
earthquake, landslide, subsidence and volcanic eruption), flood,
strike, riot and civil commotion.


a. Property Covered. The builder's risk
insurance shall provide coverage for (i) the Buildings,
structures, machinery, equipment, facilities, fixtures,
supplies and other property constituting a part of the Leased
Property under Construction, (ii) property of others in the
care, custody or control of the Construction Agent in
connection with the Leased Property, but not contractor's


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tools, machinery, plant and equipment including spare parts
and accessories not destined to become a permanent part of the
Leased Property, (iii) all preliminary works, temporary works
and interconnection works and (iv) foundations and other
property below the surface of the ground.


b. Additional Coverages. The builder's risk
policy shall insure (i) the cost (including labor) of
preventive measures to reduce or prevent further loss, (ii)
inland transit with sublimits sufficient to insure the largest
single shipment to or from the Leased Property site from
anywhere within North America, (iii) attorney's fees,
engineering and other consulting costs, and permit fees
directly incurred in order to repair or replace damaged
insured property in the amount of $2,500, (iv) expediting
expenses (defined as reasonable extra costs incurred after an
insured loss to make temporary repairs and expedite the
permanent repair of the damaged property) with a sublimit in
the amount of $25,000, (v) off-site storage to insure the full
replacement value of any property or equipment not stored on
the Leased Property site with a sublimit of $150,000, and (vi)
demolition expenses, removal of undamaged portion, and
increased cost of construction due to operation of laws or
codes with a sublimit of twenty-five percent (25%) of the
amount of the physical loss or damage.


c. Special Clauses. The builder's risk policy
shall include (i) a 72 hour flood/windstorm/earthquake clause,
(ii)unintentional errors and omissions clause, (iii) a
requirement that the insurer pay losses within 60 days after
receipt of an acceptable proof of loss, and (iv) an extension
clause allowing the policy period to be extended up to 60 days
without modification to the terms and conditions of the policy
and payment of the premium on a pro-rata basis.


d. Prohibited Exclusions. The builder's risk
policy shall not contain any (i) coinsurance provisions, (ii)
exclusion for ensuing direct physical loss or damage resulting
from freezing, (iii) exclusion for physical loss or damage
covered under any guarantee or warranty arising out of an
insured peril, or (iv) exclusion for resultant physical loss
or damage caused by ordinary wear and tear, gradual
deterioration, faulty workmanship, [design] or materials.


e. Sum Insured. The builder's risk policy shall
(i) be on a completed value form, (ii) insure 100% of the
completed insurable value of the Building(s), (iii) value
losses at replacement cost, without deduction for physical
depreciation or obsolescence including custom duties, taxes
and fees and (iv) insure loss or damage from earth movement
and flood with separate sublimits of $15,000,000.


f. Deductible. The builder's risk insurance may
have a deductible not in excess of $5,000.


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(v) Delayed Startup Insurance. Delayed startup coverage
insuring the Lessor and covering the Lessor's accrued and capitalized
interest and Yield for a six month period as a result of loss or damage
insured by the builder's risk insurance resulting in a delay in
completion of the Building(s) beyond their anticipated date of
completion.


Such insurance shall (a) have a deductible of not greater than 10 days
per occurrence during the Construction Term, (b) have an indemnity
period not less than six months, (c) cover loss sustained when access
to the Leased Property ...