Exhibit 99.1
SECOND AMENDMENT OF LEASE AGREEMENT
THIS SECOND AMENDMENT OF LEASE AGREEMENT made and
entered into this 4th day of May 2005, by and between SHAHEEN &
CO., INC. (hereafter referred to as "Landlord"), and THE XXXXXXX
CO. (hereinafter referred to as "Xxxxxxx" or "Tenant").
WITNESSETH:
WHEREAS, on March 18, 1998, Landlord and Tenant
entered into a Lease Agreement covering the property described
as being in lots 11B and 12 in 74 Eastgate Subdivision,
consisting of approximately 93,163 square feet of office-
warehouse space (the "Premises") in a 110,663 square foot
building located at 00 Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx
Xxxxxx, Xxxxxxxx 00000 (hereinafter "Building"); and
WHEREAS, on July 18, 2000, said Lease Agreement was
amended by a Lease Amendment (the "First Amendment") extending
the Term of the Lease through June 30, 2005; and
WHEREAS, the parties desire to amend further the Lease
Agreement in the manner set forth herein; and
WHEREAS, on December 21, 2004, Stephan's Board of
Directors authorized Stephan's Officers to execute and deliver a
lease renewal containing substantially the same terms contained
herein.
NOW THEREFORE, for and in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties do hereby agree as
follows:
1. Except to the extent modified or amended by the terms of
this Second Amendment to Lease Agreement, the terms and
conditions of the Lease Agreement, as previously amended by the
First Amendment, are hereby ratified and affirmed.
2. Tenant shall pay all rentals due under this Lease directly
to Landlord at 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxxxx 00000-0000.
3. The rental rate provided for in the Standard Commercial
Warehouse Lease dated March 18, 1998 and amended in the Lease
Amendment dated July 18, 2000 (including adjustments to the Base
Rent) shall remain in effect through the period ending June 30,
2005.
4. The term of the Lease shall be amended to extend the Term
beyond the period ending June 30, 2005 for an additional firm
ten (10) year period beginning July 1, 2005 and ending June 30,
2015.
5. Landlord and Tenant hereby agree that the Base Rent for the
extended period beginning July 1, 2005 shall be THREE HUNDRED
TWO THOUSAND SEVEN HUNDRED SEVENTY-NINE DOLLARS AND SEVENTY-FIVE
CENTS ($302,779.75 or $3.25/SF) per year or TWENTY-FIVE THOUSAND
TWO HUNDRED THIRTY-ONE DOLLARS AND SIXTY-FIVE CENTS ($25,231.65)
per month. The Base Rent shall be adjusted annually as
specified in Section 5 of the Lease.
6. Tenant shall have a one-time option to renew the Term of
the Lease for one (1) successive five-year (5) term beginning
July 1, 2015 and ending June 30, 2020. The Base Rent during
this renewed term shall continue at the same rate as set forth
above in Paragraph 5 of this Second Amendment of Lease
Agreement, with adjustments for inflation by increasing the Base
Rent each year by the same percentage, if any, which the
Consumer Price Index ("CPI") shall have increased, as defined in
Section 5.4 of the Lease Agreement. This option shall
automatically go into effect and the Lease continue under the
same terms and conditions unless Tenant provides Landlord with
written notice of its intent not to exercise said option no
later than three (3) months prior to the expiration of the Lease
Term, as amended above in Paragraphs 3 & 4 of this Second
Amendment of Lease Agreement (i.e., on or before March 31,
2015).
7. Notwithstanding anything contained in the Lease Agreement
or the First Amendment to the contrary, it is the express
intention of the parties to amend this Lease to be a net lease
to Landlord with Tenant responsible for any expense occurring on
or after February 11, 2004 and arising from or related to the
Premises.
8. Tenant shall have the right and option, exercisable in its
discretion at anytime during the term of the Lease Agreement, as
amended, to purchase the Building for the then fair market value
of the Building, by providing Landlord with written notice of
its intent to exercise said option at least six (6) months prior
to the proposed closing date of the purchase by Tenant. Should
Tenant exercise said option, Landlord and Tenant shall agree on
a certified appraiser possessing, at a minimum, a designation of
M.A.I., to appraise the value of the Building. The value the
appraiser determines shall be the purchase price; provided,
however, in the event that during the twelve (12) months prior
to such proposed closing date, Landlord receives from a third
party a bona fide offer to purchase the Building, the price,
terms and conditions for which are acceptable to Landlord, then
the purchase price set forth in such third party offer shall be
the fair market value of the Building for purposes of this Lease
Agreement. Tenant shall receive a copy of the third party's
offer and shall have thirty (30) business days following
Tenant's receipt of the copy of said offer during which to
exercise a right to match said offer, on the same terms and
conditions as those of said offer, and purchase the Building.
Tenant shall exercise said right by notifying Landlord in
writing within the thirty (30) day period that it shall match
the offer and purchase the Building. Tenant's failure to notify
Landlord of its intent within such thirty (30) day period shall
be deemed at Tenant's refusal to match the offer to purchase the
Building. The options granted in this Paragraph 8 of this
Second Amendment to Lease Agreement hereby replace the pervious
sales options granted in Paragraph 3 of the First Amendment.
THIS SECOND AMENDMENT OF LEASE AGREEMENT shall be
effective as of the date first above written.
IN WITNESS WHEREOF, the parties hereto have set their
hands, together with their seals adopted for purposes hereof,
effective as of the date first above written.
LANDLORD:
SHAHEEN & CO., INC., a Georgia corporation
/s/ Xxxxxx Xxxxxxx
By:____________________________
_________________________________
WITNESS (Signature)
(Title)
Sworn to and subscribed before me
this 4th day of May, 2005
____________________________ "Corporate Seal"
NOTARY PUBLIC
TENANT:
THE XXXXXXX CO., a Florida corporation
/s/ Xxxxx X. Xxxxxx
By:____________________________
_______________________________
WITNESS (Signature)
(Title)
Sworn to and subscribed before me
this 4th day of May, 2005
____________________________ "Corporate Seal"
NOTARY PUBLIC
