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EXHIBIT 10.12
FIRST AMENDMENT TO OFFICE LEASE
THIS FIRST AMENDMENT TO OFFICE LEASE (hereinafter referred to as this
"First Amendment") is entered into this 26th day of June, 1998, by and between
BSDAL I LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter referred
to as "Landlord"), and MARKETING SPECIALISTS SALES COMPANY, a Texas corporation
(hereinafter referred to as "Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant entered into that certain Office Lease,
dated April 27, 1998 (hereinafter referred to as the "Lease"), pursuant to which
Tenant leased certain premises containing 32,756 square feet of Rentable Area
known as Suite 200 on the 2nd floor of the building presently known as "17855
Briargrove Place" situated at the northwest corner of Briargrove Lane and the
North Dallas Tollway, Dallas, Texas (hereinafter referred to as the "Building"),
which premises are more particularly described in the Lease (hereinafter
referred to as the "Original Premises"); and
WHEREAS, the parties desire to amend the Lease to expand the Leased
Premises pursuant to Special Stipulation No. 2 of the Lease and to provide for
such other related matters as are hereinafter set forth;
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
hereby agree to amend the Lease as follows:
1. Defined Terms. Capitalized terms used herein, unless otherwise
defined herein, shall have the same meanings as given such terms in the Lease.
2. Leased Premises Expansion. Effective on the Commencement Date, the
Leased Premises shall be deemed expanded to include that certain additional
space, comprising 14,589 square feet of Rentable Area and 12,686 square feet of
Usable Area (determined in accordance with Paragraph 1.1(b) of the Lease),
located on the first (1st) floor of the Building and being more particularly
shown on Exhibit A-1, attached hereto and incorporated herein by this reference
(hereinafter referred to as the "First Amendment Expansion Area"). On and after
the Commencement Date, the total Leased Premises shall comprise 47,345 square
feet of Rentable Area and 42,464 square feet of Usable Area (determined in
accordance with Paragraph 1.1(b) of the Lease) and shall include both the
Original Premises and the First Amendment Expansion Area. The First Amendment
Expansion Area shall be leased by Tenant subject to and in accordance with all
of the terms and
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conditions of the Lease, as modified hereby, but subject to the provisions of
subparagraphs d.(ii) and (iii) of Special Stipulation No. 2 of Exhibit E to the
Lease.
3. Base Rent. From and after the Commencement Date, Base Rent for the
entire Leased Premises during the Term shall be EIGHTY-SIX THOUSAND SEVEN
HUNDRED NINETY-NINE and 17/100 DOLLARS ($86,799.17) per month, ONE MILLION
FORTY-ONE THOUSAND FIVE HUNDRED NINETY and No/00 DOLLARS ($1,041,590.00.00) per
year, payable in accordance with Paragraph 2.2 of the Lease.
4. Rental Adjustment. Tenant's Share, as defined in the Lease Summary,
shall be amended to provide that Tenant's Share from and after the Commencement
Date shall be thirty-eight and 07/100ths percent (38.07%).
5. Landlord's Allowance. Landlord's Allowance for Tenant Improvement
Costs shall be amended to provide that the total amount of such Landlord's
Allowance shall not exceed NINE HUNDRED FORTY-SIX THOUSAND NINE HUNDRED and
No/100 DOLLARS ($946,900.00).
6. Letter of Credit. Special Stipulation No. 9 of Exhibit E to the
Lease is hereby amended by deleting from the 5th and 6th lines of subparagraph
a. thereof the words, numbers and symbols "EIGHT HUNDRED THIRTY-ONE THOUSAND AND
00/100 DOLLARS ($831,000.00)", and by inserting, in lieu thereof, the words,
numbers and symbols "ONE MILLION TWO HUNDRED ONE THOUSAND ONE HUNDRED FOURTEEN
and No/100 DOLLARS ($1,201,114.00)".
Special Stipulation No. 9 of Exhibit E to the Lease is hereby further
amended by deleting from the 4th and 19th lines of subparagraph i. thereof the
numbers and symbols "$831,000.00", and by inserting, in lieu thereof, the
numbers and symbols "$1,201,114.00".
Special Stipulation No. 9 of Exhibit E to the Lease is hereby further
amended by deleting from the 8th line of subparagraph i. thereof the numbers and
symbols "$17,510.37", and by inserting, in lieu thereof, the numbers and symbols
"$25,520.12".
The Lease is hereby further amended by deleting Exhibit E-3 thereto and
by inserting in replacement thereof the amortization schedule attached as
Exhibit E-3 hereto, and incorporated herein by this reference.
7. Delivery of Original Premises. Landlord and Tenant hereby
acknowledge the continuing effectiveness of the provisions of subparagraphs
d.(ii) and (iii) of Special Stipulation No.
2 of Exhibit E to the Lease.
8. Lease Summary. As a result of the expansion of the Leased Premises
and the adjustment in Base Rental, Tenant's Share and Landlord's Allowance for
the Tenant Improvement
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Costs, the Lease Summary, as originally attached to the Lease, is hereby deleted
and Exhibit B-1 attached hereto is hereby inserted in lieu thereof.
9. Brokerage. This Lease has been negotiated through the agency of, and
Tenant warrants and represents to Landlord that no other broker was involved
with the leasing of the Leased Premises or the negotiation of this Lease, or is
entitled to any commission, except for, Tenant's Broker (as identified in the
Lease Summary). Landlord shall compensate Tenant's Broker for its services in
connection herewith pursuant to a separate commission agreement between Landlord
and Tenant's Broker. Tenant agrees to indemnify and hold Landlord harmless
against any other claims (including court costs and attorneys' fees) for
commissions by any broker other than Tenant's Broker.
10. No Further Amendment; Ratification. Except as expressly amended
herein, all terms and conditions of the Lease remain unamended in full force and
effect and are hereby ratified and confirmed by Landlord and Tenant. In the
event of any conflict between the terms and conditions of the Lease and the
terms and conditions of this First Amendment, the terms and conditions of this
First Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this First Amendment with
intent to be bound hereby on the date and year first above set forth.
LANDLORD:
BSDAL I LIMITED PARTNERSHIP, a Georgia
limited partnership
By: XXXXX & COMPANY, INC., a Georgia
corporation, its sole general partner
By: /s/ XXXXXX X. XXXXX
----------------------------------
Xxxxxx X. Xxxxx
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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TENANT:
MARKETING SPECIALISTS SALES
COMPANY, a Texas corporation
By: /s/ M. XXXXX XXXXX
-----------------------------------
Title: Executive Vice President
Chief Financial Officer
Date:
[CORPORATE SEAL]
[CONSENT ON FOLLOWING PAGE]
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CONSENT
The undersigned hereby acknowledges and consents to the within and
foregoing First Amendment to Office Lease.
GUARANTY FEDERAL BANK, F.S.B., a federal
savings bank
By: /s/ XXX XXXXXXXX
----------------------------
Name: Xxx Xxxxxxxx
Title: Vice President
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EXHIBIT B-1
LEASE SUMMARY
LEASE DATE: April 27 1998 (amended June __, 1998)
LANDLORD: BSDAL I LIMITED PARTNERSHIP, a Georgia limited partnership
TENANT: MARKETING SPECIALISTS SALES COMPANY, a Texas corporation
SUITE NUMBER: 200
LEASED PREMISES AND
FLOOR(S): 47,345 square feet of Rentable Area located on the 1st and 2nd floors
AREA OF THE LEASED PREMISES: FLOOR(S) USABLE AREA RENTABLE AREA
1st 12,686 14,589
2nd 29,778 32,756
TOTAL 42,464 47,345
====== ======
RENTABLE AREA OF THE BUILDING: 124,358 square feet of Rentable Area
TENANT'S SHARE: 38.07%
LEASE TERM: Five (5) Years
COMMENCEMENT DATE: October 1, 1998
EXPIRATION DATE: September 30, 2003
BASE RENT:
Portion Annual Base Annual Base Monthly Base
of Lease Term Rental/RSF Rental Rental
Months 1-60: $22.00 $1,041,590.00 $86,799.17
X-0
0
XXXX XXXX
[XXXXXXX X, XXXXXXXXX 0]: $150.00/month
SECURITY DEPOSIT: $0
TENANT'S BROKER AND THE STAUBACH COMPANY
ADDRESS FOR Southwest Corporate Services
NOTICES: 0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
TENANT'S ADDRESS FOR Prior to Commencement Date:
NOTICES: MARKETING SPECIALISTS SALES COMPANY
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Mr. Xxxx Xxxxx
with a copy to: RICHMONT
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Esq., Associate General Counsel
Commencement Date and thereafter:
MARKETING SPECIALISTS SALES COMPANY
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Mr. Xxxx Xxxxx
with a copy to: RICHMONT
00000 Xxxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Attn: Xxxx X. Xxxxxxxx, Esq., Associate General Counsel
LANDLORD'S ADDRESS FOR BSDAL I LIMITED PARTNERSHIP
NOTICES: 00 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xx. Xxxxx Xxxxx
with a copy to: Parker, Hudson, Rainer & Xxxxx XXX
000 Xxxxxxxxx Xxxxxx Xxxxxx
0000 Xxxxxxx Xxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
PARKING SPACES: Four (4) spaces for each 1,000 square feet of Usable Area of the Leased Premises
LANDLORD'S ALLOWANCE: $20.00 per square foot of Rentable Area of Leased Premises, for total Landlord's
[EXHIBIT D] Allowance of $946,900.00.
B-2
