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EXHIBIT 10(d)
FIRST LEASE AMENDMENT
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THIS FIRST LEASE AMENDMENT (this "First Amendment"), is made this
11th day of February, 1998, by and between THE BLACK FAMILY LIMITED
PARTNERSHIP, an Ohio limited partnership ("LANDLORD") and MPW INDUSTRIAL
SERVICES, INC., an Ohio corporation ("TENANT").
WITNESSETH:
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WHEREAS Landlord and Tenant have heretofore entered into that certain
lease, dated as of May 1, 1996 (the "LEASE"), for certain premises containing a
35,500 square foot industrial facility located on approximately 5.99 acres of
land in Chesterfield Township, Macomb County, Michigan (the "Premises");
WHEREAS, the Lease grants to Tenant, INTER ALIA, an option to renew the
Term for one additional five (5) year period, and Tenant and Landlord wish to
modify the extension rights of Tenant; and
WHEREAS, the parties wish to further modify certain terms of the Lease
in accordance with the provisions of this First Amendment.
NOW, THEREFORE, in consideration of the mutual premises contained
herein, the sum of One Dollar ($1.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant, intending to be legally bound, hereby agree as follows:
1. DEFINED TERMS: All terms used herein but not defined shall have the
meanings ascribed thereto in the Lease.
2. TERM:
(a) Subparagraph 2(a)is modified by deleting the phrase "April 30,
2001" in the second line thereof and inserting in lieu thereof
the phrase "November 30, 2004."
(b) Subparagraph 2(b) of the Lease is hereby deleted, and the
following is inserted in lieu thereof:
RENEWAL TERM. Tenant may, at its sole option, choose to extend
the term of this Lease for two (2) additional periods of five
(5) years each (a "RENEWAL TERM") under such terms and
conditions as Landlord and Tenant will negotiate, based upon a
fair market appraisal of the Premises. Tenant shall provide
Landlord with written notice of Tenant's intent to exercise
this option not later than one hundred twenty (120) days prior
to the expiration of the Initial Term or first Renewal Term,
as applicable. As used in this Lease, "TERM" means both the
Initial Term and, if Tenant exercises its option(s), any
Renewal Term. As used in this Lease, "LEASE YEAR" means each
consecutive twelve (12) month period of the Term, starting on
the Commencement Date of this Lease.
3. RENT: Subparagraph 3(a) of the Lease is hereby deleted, and the
following is inserted in lieu thereof:
(a) Tenant shall pay as "BASE RENT" for each Lease Year during the
Initial Term the sum of Two Hundred Eighty-Eight Thousand and
No/100 Dollars ($288,000.00), payable in advance, in equal
monthly installments of Twenty-Four Thousand and No/100
Dollars ($24,000.00). The first and last monthly installments
are due and payable on the execution of this Lease and the
remaining installments are due and payable in advance on the
first day of each and every month during the Term, without
offset or deduction, to Landlord at the address set forth in
PARAGRAPH 26 or at such other place as Landlord may hereafter
designate in writing. Rent checks are to be made payable to
Landlord, or such other person, form or corporation as
Landlord may designate in writing.
A new subparagraph 3(e) is inserted in the lease as follows:
(e) For each Renewal Term, Tenant shall notify Landlord that
Tenant desires to exercise its option to extend the Term of
this Lease for the next ensuing five (5) year period, and to
obtain an appraisal of the Premises to determine the market
rent for the Premises by delivering written notice to Landlord
not less than one hundred twenty (120) days prior to the
beginning of each renewal Term. Tenant shall include in such
notice the name of an MAI appraiser selected by Tenant which
has an office in Macomb County, Michigan. Landlord shall
within thirty (30) days following receipt of such notice from
Tenant give written notice to Tenant setting forth the name of
a second MAI appraiser with an office in Macomb County,
Michigan. If Landlord fails to notify Tenant of the name of an
appraiser within the thirty (30) day period, then the
appraiser selected by Tenant shall determine the market rent
and the decision of said appraiser shall be binding upon the
parties hereto. If Landlord has selected an appraiser in
accordance with the provisions of this Paragraph, then the
appraiser selected by Landlord and the appraiser selected by
Tenant shall meet and select a third MAI appraiser with an
office in Macomb County, Michigan. The appraiser selected by
Landlord and the appraiser selected by Tenant shall each
appraise the Premises for purposes of obtaining said market
rent. The third appraiser shall determine and notify Landlord
and Tenant which of the two appraisals made by Landlord's and
Tenant's appraisers more closely reflects the market rent of
the
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Premises, and the decision of the third appraiser shall be
binding upon the parties hereto. Notwithstanding anything in
this paragraph to the contrary, in no event shall the Base
Rent for any Renewal Term be less than the Base Rent for the
previous Renewal Term or the Initial Term, as applicable.
4. COMPLETE AGREEMENT; NO ORAL MODIFICATION: The Lease, as modified by
this First Amendment, represents the complete and integrated agreement of the
parties with respect to the Premises and, except as set forth herein, there are
no other agreements, covenants, representations or warranties (express or
implied) between the parties. The Lease, as modified by this First Amendment,
may not be amended except by a written document signed by the party to be bound
thereby. The parties hereby ratify and confirm the Lease, as modified hereby.
5. GOVERNING LAW AND RULES OF INTERPRETATION: This First Amendment is
governed by the laws of the State of Michigan without regard to conflicts of
laws. Without limiting a party's right to bring any action in any other
jurisdiction or forum, each party submits itself to the jurisdiction of the
federal and local courts sitting in the State of Michigan and to venue therein.
It is the intent of the parties that this First Amendment be enforceable to the
fullest extent permitted by law. If any provision of this First Amendment is
capable of two or more interpretations or can be reformed so as to comply with
applicable law while giving effect to the intent of such provision, then such
provision shall be interpreted in the way most likely to be in compliance with
applicable law. Although the printed provisions of this First Amendment were
drawn by Landlord, this instrument shall not be construed either for or against
Landlord or Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment under
seal as of the day and year first above written.
LANDLORD:
WITNESS:
/s/ Xxxxxx X. Xxxxxxx
--------------------- THE BLACK FAMILY LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
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WITNESS:
/s/ Xxxx X. Xxxxxx
--------------------- Name: Xxxxx X. Xxxxx
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Title: General Partner
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TENANT:
WITNESS: MPW INDUSTRIAL SERVICES, INC.
/s/ Xxxx Xxxx
--------------------- By: /s/ Xxxxxx X. Xxxxxxx
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WITNESS: Name: Xxxxxx X. Xxxxxxx
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/s/ Xxxx X. Xxxxxx Title: Vice President, CFO and Secretary
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ACKNOWLEDGMENT
STATE OF Ohio )
------------------ ) SS.
COUNTY OF Franklin )
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Before me, a Notary Public in and for said County, personally
appeared the above-named The Black Family Limited Partnership, by Xxxxx X.
Xxxxx, General Partner ("Landlord"), who acknowledged that he did sign the
foregoing instrument on behalf of Landlord, and that the same is his free act
and deed on Landlord's behalf and the free act and deed of Landlord.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Columbus, Ohio this 11th day of February, 1998.
/s/ Xxxx X. Xxxxx
[Notarial Seal] -----------------------------------
Notary Public
My commission expires:
September 26, 2001
ACKNOWLEDGMENT
STATE OF Ohio )
------------------ ) SS.
COUNTY OF Franklin )
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Before me, a Notary Public in and for said County, personally
appeared the above-named Xxxxxx X. Xxxxxxx, Vice President, CFO and Secretary
of MPW Industrial Services, Inc. ("Tenant"), who acknowledged that he did sign
the foregoing instrument on behalf of Tenant as such officer, and that the same
is his free act and deed on Tenant's behalf and the free act and deed of
Tenant.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Columbus, Ohio this 11th day of February, 1998.
/s/ Xxxx X. Xxxxx
[Notarial Seal] ----------------------------------------
Notary Public
My commission expires: September 26, 2001
