SECOND AMENDMENT TO LEASE AGREEMENT
Exhibit 10.3
SECOND AMENDMENT TO LEASE AGREEMENT
This Second Amendment to the Lease Agreement is made and entered into by and between the
Bowling Xxxxx-Xxxxxx County Industrial Park Authority, Inc., a Kentucky corporation, (“Lessor”);
and Stoody Xxxxxx Xxxxxxxx, Inc., a Delaware corporation, (“Lessee”); and Thermadyne Industries,
Inc., a Delaware corporation, and Thermadyne Holdings Corporation, a Delaware corporation,
(collectively referred to as “Guarantor”);
WHEREAS, these parties entered into a lease agreement, dated October, 1990, (“The Lease”) and
a First Amendment to Lease, (“The First Amended Lease”); and
WHEREAS, the parties desire to enter into Second Amendment to Lease all under the terms and
provisions hereof;
WHEREFORE, in consideration of the mutual covenants contained in this Second Amendment to
Lease and the mutual benefits derived by the parties and for value received, the legal sufficiency
of which is hereby acknowledged, it is agreed as follows:
1. That the Lease by and between the parties hereto shall be and is hereby amended by changing
the third paragraph of Subsection (b) of Article VII to read as follows:
At the end of each five (5) year period the Base Rent for the next five (5) year period
shall be adjusted (up or down) in accordance with the Consumer Price Index (the “CPI”)
changes from the first day of the prior five (5) year period to the first day of the current
period provided, however, there shall be no adjustment beyond the fourth five (5) year
period of the Initial Term.
Provided, however, that for the first five (5) year renewal term, commencing on July
1, 1996, the Base Rent shall be increased as follows: For year one (1) of the first five (5)
year renewal term, the rent shall be increased by ten percent-(10%), to an amount equal to
seventy two thousand two hundred thirty nine dollars ($72,239.00) per year; for year two
(2) of the first five (5) year renewal term, the rent shall remain at seventy two thousand
two hundred thirty nine dollars ($72,239.00) per year; for year three (3) of the first five
(5) year renewal term, the rent shall be increased by twelve percent (12%), to an amount
equal to seventy three thousand five hundred fifty three dollars ($73,553.00); for year
four (4) of the first five (5) year renewal period, the rent shall remain at seventy three
thousand five hundred fifty three dollars ($73,553.00); for year five (5) of the first five
(5) year renewal term, the rent shall be increased by fifteen and two hundred ninety four
thousandths percent (15,294%) to an amount equal to seventy five thousand seven hundred
sixteen dollars ($75,716.00).
This modified Base Rent adjustment scale shall govern only the first five (5) year
renewal period. At the end of the first five (5) year renewal period, the rent shall
thereafter be adjusted (up or down) in accordance with the Consumer Price Index adjustment
as set forth above.
This modified Base Rent adjustment for the first renewal period is subject to the
condition precedent that Lessee shall occupy the premises throughout the entire five (5)
year term of the lease agreement. In the event that Lessee should cease manufacturing
operations in the building that is the subject of the Lease, notwithstanding that it shall
continue to be bound by the Lease and all amendments to such lease, the lease amount shall
be adjusted by the full amount of the CPI retroactive from July 1, 1996 which shall be
annual rent of seventy five thousand seven hundred sixteen dollars ($75,716.00). Upon
ceasing manufacturing operations, the Lessee shall pay as additional rent any and all rent
adjustments owing under this provision from July 1, 1996 through and including the then
current rent period and continuing thereafter according to the terms of lease including its
amendments.
2. That the Lease by and between the parties hereto shall further and hereby be amended by
adding a new Article XXXII to the terms and provisions of the lease to read as follows:
ARTICLE XXXII
DISCLOSURE OF FINANCIAL STATEMENTS
Lessee hereby covenants and agrees to provide and deliver true and exact
copies of its current balance sheets and income statements to the Lessor’s lenders, (as
shall be from time to time designated by the Lessor), on a semi-annual basis, based on a
calendar year, throughout the entire term of the Lease and all extensions and renewals
thereof.
3. All remaining provisions of the Lease and the First Amended Lease by and between the
parties hereto, which are not in conflict herewith, shall remain in full force and effect.
WITNESS the signatures hereon on the date first below written.
| Stoody Xxxxxx Xxxxxxxx, Inc. |
||||
| By: | /s/ Xxxxxxxxx X. Xxxxxxxxx | |||
| Vice President, General Counsel and Secretary | ||||
STATE OF MISSOURI
COUNTY OF ST. LOUIS
On
the 2nd day of December 1996, before me personally appeared
Vice President, General Counsel Xxxxxxxxx X. Xxxxxxxxx, and Secretary of
Stoody Xxxxxx Xxxxxxxx, Inc. to me known to be the person who executed the foregoing instrument and
acknowledged that she executed the same to be the free act and deed of said corporation.
| /s/ XXXXXX XXXXXX | ||||
| NOTARY PUBLIC | ||||
| My Commission Expires: | ||||
| XXXXXX XXXXXX Notary Public — Notary Xxxx XXXXX XX XXXXXXXX XX. XXXXXXX XXXXXX MY COMMISSION EXP, MAY 28, 2000 |
