EXHIBIT 10.16
LANDLORD AGREEMENT
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THIS LANDLORD AGREEMENT (this "Agreement") dated as of July 27, 1999, is
made by O.J.B./MID-ATLANTIC REALTY JV, LLC, a Maryland limited liability
company ("Landlord"), for the benefit of MATTRESS DISCOUNTERS CORPORATION, a
Delaware corporation ("Tenant") and XXXXXX-XXXXXX COMPANY, a Virginia
corporation ("Xxxxxx-Xxxxxx"), as the owner of all the outstanding stock of
Tenant.
RECITALS
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A. By Commercial Lease Agreement by and between Landlord and Mid-Atlantic
Realty, Inc., a Maryland corporation ("Mid-Atlantic Realty"), dated
October 31, 1995 (as amended, supplemented or otherwise modified from
time to time, the "Lease"), Landlord leased to Mid-Atlantic Realty and
Mid-Atlantic Realty let from Landlord certain improved real property
located in Upper Marlboro, Maryland and more particularly described in
the Lease (the "Premises").
B. Pursuant to an Assignment and Assumption of Lease between and among
Mid-Atlantic Realty, W.S. Manufacturing Corporation, a Maryland
corporation ("W.S. Manufacturing"), and Landlord dated February 20,
1996, Mid-Atlantic Realty, with the consent of Landlord, assigned its
interest in the Lease and its leasehold interest in the Premises to
W.S. Manufacturing.
C. Tenant has succeeded to W.S. Manufacturing interest in the Lease an
its leasehold interest in the Premises.
D. Tenant and Xxxxxx-Xxxxxx have informed Landlord of a transaction that
is currently pending involving Tenant, which will ultimately result in
all of the outstanding stock of Tenant being held by Mattress
Discounters Holding Corporation, a Virginia corporation (now known as
MD Acquisition Corporation) (the "Pending Transaction").
E. In connection with the pending transaction, Tenant and Xxxxxx-Xxxxxx
have requested and Landlord has agreed to execute this Agreement to
finalize certain agreements reached between Tenant and Xxxxxx-Xxxxxx
and Landlord.
AGREEMENT
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NOW, THEREFORE, for and in consideration of the sum of $1.00 and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord agrees as follows:
1. The Pending Transaction does not constitute a prohibited assignment or
transfer under Section 8 of the Lease and, as a result, does not
require the prior consent of Landlord.
2. The Pending Transaction will not result in any change in occupancy or
use of the Premises and, as a result, will not constitute a violation
of Section 8 of the Lease.
3. Landlord shall have no right, pursuant to Section 8 (c) of the Lease,
to require an automatic seven percent (7%) increase in Basic Rent (as
defined in the Lease) as a result of the Pending Transaction or as a
result of any other change of control of Tenant.
4. This Agreement shall be for the benefit of Tenant and Xxxxxx-Xxxxxx
and each of their respective successors and assigns.
5. This Agreement shall be construed and governed by the applicable laws
of the Commonwealth of Virginia.
IN WITNESS WHEREOF, Landlord has caused this Landlord Agreement to be
executed as of the day and year first above written.
O.J.B./MID-ATLANTIC REALTY JV, LLC,
a Maryland limited liability company
/s/ Xxxxxx X. Xxxxxxxxxx
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