Exhibit 10.62
AMENDMENT NO. 1 TO AGENCY AGREEMENT
This Amendment No. 1 to Agency Agreement (this "Amendment") is
made as of this 4th day of January, 2002, by and among: Quality Stores, Inc., a
Delaware corporation, with a principal place of business at 000 X. Xxxxx Xxxx,
Xxxxxxxx, XX 00000 (the "Merchant"); Tractor Supply Company, a Delaware
corporation, with a principal place of business at 000 Xxxx Xxxx Xxxx.,
Xxxxxxxxx, XX 00000 ("TSC"); Great American Group, a California corporation,
with a principal place of business at Xxx Xxxxxxx Xxxxx Xxxxx 000, Xxxxxxxxx, XX
00000; Xxxxxx Xxxxxxxx Retail Partners, LLC, a Delaware limited liability
company, with a principal place of business at 00 Xxxxx Xxxxxx, Xxxxxx, XX
00000; and DJM Asset Management LLC, a Delaware limited liability company, with
a principal place of business located at 000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx, XX
00000 (collectively, the "Agent") (Merchant and Agent shall each be referred to
herein as a "Party" or collectively as the "Parties")
RECITALS:
WHEREAS, on December 31, 2002, Merchant and Agent entered into an
Agency Agreement (the "Agreement"), which Agreement provides the Merchant and
Agent with certain rights and obligations as expressly set forth therein; and
WHEREAS, Merchant and Agent desire to amend and modify the Agreement
to, inter alia, and subject to the terms and conditions of this Amendment, allow
Merchant to sell the Merchandise from the Closed Stores.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Agent and Merchant agree as
follows:
Section 1. Incorporation of Terms. All terms that are defined in the
Agreement shall have the same meaning herein, unless the same shall be expressly
amended and modified by the terms of this Amendment.
Section 2. Closed Stores. The Agreement shall be amended to provide
that: (a) the Agent, as the agent of the Merchant, may conduct "going out of
business" "store closing" or similar theme sales at the Closed Stores, in
addition to the Stores in accordance with the Sale Guidelines, during the period
beginning on Saturday, January 5, 2002 and ending on the Sale Termination Date;
and (b) except as otherwise provided in this Amendment, the rights granted to
Agent in connection with the conduct of the Sale, as set forth in Section 7.1,
shall extend to the Closed Stores. Agent shall provide Merchant with at least
ten (10) days prior written notice before accelerating the Sale Termination Date
with respect to a Closed Store to a date prior to March 31, 2002.
Section 3. Expenses. Section 3.1 of the Agreement shall be amended to
provide that: (i) Merchant shall pay all January rent for the Closed Stores (the
"Closed Store Rent"); (ii) Agent shall pay all Closed Store Rent from February
1, 2002 through the applicable Sale Termination Date for such Closed Store, and
the same shall be considered "Expenses" for purposes of the Agreement; (iii)
beginning on Saturday, January 5, 2002 and continuing thereafter through the
applicable Sale Termination Date for such Closed Store, Agent shall pay all
Expenses for the Closed Stores, other than the Closed Store Rent for the month
of January, 2002; and (iv)
Merchant's obligation to pay expenses for the moving of the Merchandise from the
Closed Stores to the Closing Locations shall be capped at One Hundred Thousand
and 0/100 Dollars ($100,000.00), and Agent shall pay all expenses for the moving
of the Merchandise from the Closed Stores to the Closing Locations in excess of
One Hundred Thousand and 0/100 Dollars ($100,000.00), which additional moving
expenses shall constitute "Expenses" under the Agreement.
Section 4. Property Designation Rights and FF&E Rights. For the sake of
clarity, Agent shall not acquire any rights or obligations with respect to the
Closed Stores, or the FF&E in the Closed Stores, under Sections 14 and 15 of the
Agreement by virtue of the provisions of this Amendment.
Section 5. Miscellaneous.
5.1 Entire Agreement. This Amendment, along with the Agreement,
contains the entire agreement between the parties hereto with respect to the
transactions contemplated hereby. Except as expressly amended or modified by the
provisions of the Amendment, the Agreement shall remain in full force and effect
between the Parties.
5.2 Amendments. This Amendment may not be modified except in a written
instrument executed by each of the Parties.
5.3 Execution in Counterparts. This Amendment may be executed in two
(2) or more counterparts, each of which shall be deemed an original and all of
which together shall constitute but one agreement. This Amendment may be
executed by facsimile, and such facsimile signature shall be treated as an
original signature hereunder.
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IN WITNESS WHEREOF, Agent and Merchant hereby execute this Amendment by
their duly authorized representatives as of the day and year first written
above.
TRACTOR SUPPLY COMPANY
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President and Chief Operating Officer
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GREAT AMERICAN GROUP
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
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Title:
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XXXXXX XXXXXXXX RETAIL PARTNERS LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title:
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DJM ASSET MANAGEMENT LLC
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title:
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QUALITY STORES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxxx
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Title:
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