EXHIBIT 10.67
EIGHTH AMENDMENT TO LEASE AGREEMENT FOR
GREENWAY TOWER
This Eighth Amendment to Lease Agreement for Greenway Tower ("Eighth
Amendment") is made and entered into as of the 10th day of May, 2001, by and
between GREENWAY TOWER JOINT VENTURE, a Texas joint venture, as Lessor
("Lessor") and ACE CASH EXPRESS, INC., a Texas corporation, as Lessee
("Lessee").
WITNESSETH:
A. Reference is made to that certain Office Lease dated October 1,1987,
between Lessor, as lessor, and Lessee, as lessee, as amended by First Amendment
to Lease Agreement for Greenway Tower dated April 29, 1988, Second Amendment to
Lease Agreement for Greenway Tower dated August 24, 1988, Third Amendment to
Lease Agreement for Greenway Tower, Fourth Amendment to Lease Agreement for
Greenway Tower dated January 29, 1991, Fifth Amendment to Lease Agreement for
Greenway Tower dated June 13, 1994, Sixth Amendment to Lease Agreement for
Greenway Tower and Seventh Amendment to Lease Agreement for Greenway Tower dated
December 20, 2000 (as amended, the "Lease"), pursuant to the terms of which
Lessor has leased to Lessee, and Lessee has leased from Lessor, the premises
(the "Premises") described in the Lease and located in the building known as
"Greenway Tower" (the "Building").
B. The Lessor and Lessee desire to amend the Lease as hereinafter set
forth.
AGREEMENT
______NOW, THEREFORE, in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Expansion of Premises. Effective as of August 1, 2001 (the
"Effective Date"), the Premises are expanded to include 4,712 square feet of
space located on the third (3rd) floor of the Building identified as Suite 300
and as shown on Annex 1, attached hereto and incorporated herein ("Suite 300
Expansion Space"). Lessor and Lessee agree and acknowledge that the Lease Term
applicable to the Suite 300 Expansion Space expires April 30, 2008.
2. Base Rent. Beginning on the Effective Date and continuing thereafter
until the expiration or earlier termination of the Lease, Lessee shall pay Base
Rent under the Lease for the Suite 300 Expansion Space in the total sum of
$604,314.27 payable in monthly installments of $7,460.67 each, which monthly
installments are payable on or before the first day of each month during the
remaining term of the Lease, without offset, demand, set off or deduction except
as otherwise expressly provided for in the Lease.
3. Additional Rent. Commencing on the Effective Date, Lessee shall pay
Tenant's Pro Rata Share of Taxes and Operating Expenses and Tenant's Pro Rata
Share of Energy Costs for the Suite 300 Expansion Space as provided in the 7th
Amendment to the Lease.
4. Construction of Lessee Improvements; Allowance. Except as otherwise
provided in this Eight Amendment, as of the Effective Date, all of the terms and
conditions of the Work Letter Agreement attached to the Seventh Amendment to
Lease Agreement for Greenway Tower as Annex 4 (the "Seventh Amendment Work
Letter") are applicable to Lessee's improvements to the Suite 300 Expansion
Space, including allowances in the amounts of $24.00 per rentable square foot of
the Suite 300 Expansion Space for construction costs of the Lessee
improvements, $2.00 per rentable square foot for architectural space planning
services and $1.00 per rentable square foot for moving during construction
(collectively, the "Suite 300 Allowances"). Lessor and Lessee agree that the
Suite 300 Allowances shall be disbursed by Lessor in accordance with and subject
to the terms and conditions of the Seventh Amendment Work Letter, except that
Lessor shall not be required to escrow any Suite 300 Allowance, provided
however, if Lessee has satisfied all conditions precedent and is entitled to an
advance of a portion of the Suite 300 Allowance and Lessor wrongfully refuses or
fails to make such payment to Lessee, such amount bears interest at the rate of
eight percent (8%) per annum from the date payment is due to Lessee until paid,
and Lessee is entitled to set off such amount against Base Rent next becoming
due under this Lease.
5. Modification of Seventh Amendment Work Letter. The Seventh Amendment
Work Letter is hereby amended and supplemented as follows:
(a) Subparagraph (c) of Section 5 is hereby deleted and the
following inserted in its place:
"(c) If Lessor sells the Building to an unrelated third party
prior to the disbursement of the Allowance, Lessor shall
deposit any unfunded Allowance in escrow with a mutually
acceptable third party ("Escrow Agent") at the closing of such
sale to be held by Escrow Agent and dispersed in accordance
with the terms hereof. Lessor, Lessee and Escrow Agent shall
enter into a written agreement reflecting the terms and
conditions hereof."
(b) Section 5 is hereby supplemented by the addition of the
following subparagraph (e):
"(e) If Lessee has satisfied all conditions precedent and is
entitled to an advance of a portion of the Allowance and
Lessor wrongfully refuses or fails to make such advance to
Lessee, such amount bears interest at the rate of eight
percent (8%) per annum from the date payment is due to Lessee
until paid, and Lessee is entitled to set off such amount
against Base Rent next becoming due under this Lease."
6. Representations and Warranties by Lessee. Lessee represents and
warrants to Lessor that: (i) Lessee has not previously assigned, sublet,
encumbered or otherwise transferred the Lease or Lessee's interest therein, (ii)
this Eighth Amendment constitutes a valid and legally binding obligation of
Lessee and is enforceable in accordance with its terms, and (iii) Lessee has the
requisite power and authority to execute and deliver this Eighth Amendment, and
the consent or joinder of no other person or entity is required in connection
therewith.
7. Additional Reserved Parking Space. Pursuant to an existing lease of
space in the Building between Lessor and Miles Production ("Miles"), Miles is
entitled to the use of a reserved parking space on the east side of the Building
("Miles Parking Space"). Provided Lessee is not then in default in the payment
or performance of its obligations under the Lease, upon the expiration or
earlier termination of Lessor's lease with Miles, Lessor agrees to designate the
Miles Parking Space as a parking space reserved for Lessee during the remaining
term of the Lease. Notwithstanding the foregoing, Lessor will not be required to
reserve the Miles Parking Space for Lessee if, (i) on the date of the expiration
or termination of the Miles lease, Lessor is required to increase the number of
handicapped parking spaces for the Building pursuant to the Americans with
Disabilities Act, or other similar law, ordinance or administrative ruling
enacted or issued by any governmental entity having jurisdiction over Lessor or
the Building and (ii) Lessor converts the Miles Parking Space to a handicapped
parking space.
8. Miscellaneous. Lessor and Lessee agree that the Lease, as modified
by this Eighth Amendment, sets forth the entire agreement between Lessee and
Lessor with respect to the rental of the Premises and that there are no
statements, representations, agreements or writings which are collateral or
incident to the Lease or the obligations of Lessor or Lessee thereunder, except
as are expressly set forth in writing in the Lease and in this Eighth Amendment.
Lessee hereby ratifies and affirms the Lease as amended hereby and each of
Lessee's obligations thereunder and confirms that, to Lessee's actual knowledge
on the date of this Eighth Amendment, Lessee has no offsets, defenses or
counterclaims against Lessor under or in connection with the Lease. Except as
amended hereby, the Lease is and remains in full force and effect as therein
written. The provisions of this Eighth Amendment shall serve to supplement and
amend the Lease as set forth herein. In the event of a conflict between the
provisions of this Amendment and the provisions of the Lease, the provisions of
this Amendment shall control. Capitalized terms which are used herein as defined
terms but which are not otherwise defined shall have the same meaning given to
such terms in the Lease.
EXECUTED as of the day and year first above written.
LESSOR:
GREENWAY TOWER JOINT VENTURE
By: Independence Development Inc., a Texas
corporation, General Partner
By: /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
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Title: Executive Vice President
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LESSEE:
ACE CASH EXPRESS, INC.,
a Texas corporation
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------
Title: Chief Executive Officer
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ANNEX 1
Annex 1 to
8th Amendment
[GRAPHIC]
GREENWAY TOWER * THIRD FLOOR
0000 XXXXXXXX XXXXX
