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ORL1\REALEST\355772.3
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Second Floor Space
FOURTH LEASE RENEWAL AND MODIFICATION AGREEMENT
THIS FOURTH LEASE RENEWAL AND MODIFICATION AGREEMENT (the
"Agreement") is made and entered into effective as of December
31, 2000 (the "Effective Date"), by and between JACKSONVILLE
HOLDINGS, INC., a Florida corporation ("Landlord"), and XXXXX &
XXXX TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation
("Tenant").
W I T N E S S E T H:
WHEREAS, Jacksonville Center, Inc., a Florida corporation
("JCI"), and Tenant entered into that certain Warehouse Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to
which JCI leased to Tenant and Tenant leased from JCI certain
Leased Premises (herein so called) consisting of approximately
198,144 square feet of space designated as Sections 2.6 and 2.8
located on the second floor of the building (the "Building")
included in the facility known as One Imeson Center (the
"Property"), located at Xxx Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 000,
Xxxxxxxxxxxx, Xxxxxxx 00000;
WHEREAS, the Lease was subsequently modified to include in
the Leased Premises Sections 2.3, 2.4, 2.5 and 2.7 of the
Building;
WHEREAS, the Lease was further modified (i) pursuant to the
terms of that certain Lease Renewal and Modification Agreement
dated January 1, 1996, by and between JCI and Tenant (the "1996
Lease Amendment"), and (ii) pursuant to which the terms of that
certain Amendment to Lease dated January 1, 1997, by and between
JCI and Tenant (the "January, 1997 Lease Amendment");
WHEREAS, the 1996 Lease Amendment provided that during the
period commencing January 1, 1996 and terminating December 31,
1996, Tenant had the right to lease the entirety of either or
both of Sections 2.1 and 2.8 of the Building (the "Additional
Space") under the terms and conditions set forth therein, and
Tenant exercised its right (i) to Section 2.8 on January 15,
1996, and occupied Section 2.8 from that date through December
31, 1996, and (ii) to Section 2.1 on March 1, 1996, and occupied
Section 2.1 from that date through December 31, 1996;
WHEREAS, on October 1, 1996, Tenant exercised its three (3)
year renewal option for the Leased Premises, as provided in
Section 2.2 of the Lease, as modified by the 1996 Lease
Amendment, and as a result of Tenant's exercise of such option
right, the term of the Lease was extended through December 31,
2000;
WHEREAS, pursuant to the terms of the January, 1997 Lease
Amendment, JCI terminated the Lease as to Section 2.8 in the
Building only, effective as of March 31, 1997;
WHEREAS, the Lease was further modified and amended by that
certain Amendment to Lease dated effective as of March 1, 1997,
to include in the Leased Premises Section 2.1 of the Building;
WHEREAS, Landlord is JCI's successor-in-title to the
Building and the Property and has succeeded to the interests of
JCI as landlord under the Lease;
WHEREAS, Landlord and Tenant desire to extend the term of
the Lease and to further modify and amend certain of the terms
and provisions of the Lease, all as herein provided;
NOW, THEREFORE, for and in consideration of the mutual
covenants herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and
are hereby incorporated into the text of this Agreement.
2. Definitions. All capitalized terms in this Agreement shall
have the same definitions as provided in the Lease except as may
otherwise be provided herein
3. Leased Premises. Notwithstanding anything contained in the
Lease to the contrary, Landlord shall have the right, upon sixty
(60) days' written notice to Tenant, to terminate the Lease as to
Section 2.6 in the Building only, and within sixty (60) days of
receipt of such termination notice, Tenant shall vacate and
surrender to Landlord Section 2.6 in accordance with Section 5.6
of the Lease. In the event of Landlord's exercise of such
termination option as to Section 2.6 and Tenant's timely and
proper vacation and surrender of Section 2.6 and payment of all
Base Rent and all Additional Rent and other charges under the
Lease applicable to Section 2.6 through the date of termination,
Base Rent and all additional rent and other charges payable under
the Lease shall be reduced proportionately based on the 99,446
square foot area of Section 2.6.
4. Extension of Base Term. The base term of the Lease as
provided in Section 2.1 of the Lease, as previously extended, is
hereby further extended for a period of twelve (12) months
commencing on January 1, 2001, and ending on December 31, 2001
(the "Extended Base Term"), on the terms and conditions set forth
in the Lease, as herein modified and amended.
5. Base Rent. During the Extended Base Term Tenant hereby
covenants and agrees to pay (i) Base Rent of $113,119.83 per
month for each and every month during the Extended Base Term.
Each such installment of Base Rent shall be payable in advance
commencing on January 1, 2001, and continuing thereafter on the
first day of each calendar month through and including December
1, 2001, in lawful United States currency, together with any and
all sales or use taxes levied upon the use or occupancy of the
Leased Premises, and (ii) any Additional Rent or other charges
payable under the Lease, as herein modified and amended.
6. No Option to Renew. Tenant acknowledges and agrees that it
has no option or other right to renew or extend the term of the
Lease beyond the Extended Base Term.
7. Maintenance and Repair. Tenant hereby acknowledges that, to
comply with its obligations under Sections 5.4 and 5.6 of the
Lease, Tenant must cause certain repairs to be made to the Leased
Premises. Without limiting the rights and remedies of Landlord
in the event of Tenant's failure to make such repairs, Landlord
shall notify Tenant of the date and time reasonably designated by
Landlord during which Landlord shall inspect the Leased Premises
as it exists on the Effective Date to identify all items of
damage and/or improper maintenance for which Tenant is
responsible. Tenant shall permit Landlord to inspect the Leased
Premises for such purposes, and upon completion of such
inspection, Landlord shall provide Tenant with a list of all
items requiring repair and/or replacement at that time. Upon
Landlord's identification of such items, Landlord shall be
authorized to make all listed repairs and/or replacements at
Tenant's expense, using a reputable contractor selected by
Landlord. As such items are repaired and/or replaced, and/or
upon completion of such repairs and/or replacements, Landlord
shall deliver to Tenant one or more invoices for the cost of such
work, which cost shall be deemed to be Additional Rent under the
Lease, and Tenant shall pay each and every invoice in full within
fifteen (15) days of receipt. Landlord and Tenant shall also
follow the foregoing procedure as to Section 2.6 in the Building
in the event of Landlord's exercise of the termination option as
provided in paragraph 3 above.
Landlord shall notify Tenant of the date and time of a
further joint inspection of the Leased Premises approximately
ninety (90) days prior to the end of the Extended Base Term.
Tenant shall permit Landlord to inspect the Leased Premises for
such purposes, and upon completion of such inspection, Landlord
shall provide Tenant with a list of all additional items
requiring repair and/or replacement at that time. Upon
Landlord's identification of such items, Landlord shall obtain
and deliver to Tenant an estimate from a reputable contractor
selected by Landlord of the cost of the repairs and/or
replacements necessary to address such items or otherwise arrange
to accomplish such repairs and/or replacements in a manner
satisfactory to Landlord and at Tenant's sole cost and expense.
Within fifteen (15) days after receipt of such estimate or the
completion of such arrangements, Tenant shall deposit with Broad
and Xxxxxx, as escrowee, one hundred twenty percent (120%) of the
amount of such estimate and/or arrangements, and the escrowee
shall be entitled to disburse to Landlord, upon receipt of
invoices for items of such work, with the balance, if any, of the
escrowed funds to be returned to Tenant upon completion of such
work. Nothing in this paragraph 7 shall be deemed to relieve
Tenant of any of its duties and obligations under the Lease,
including without limitation those set forth in Sections 5.4 and
5.6, and nothing in this paragraph 7 shall be deemed to limit
Landlord's remedies in the event of Tenant's default under the
Lease.
8. Landlord's Obligations. Tenant hereby acknowledges and
agrees that all of Landlord's obligations accruing as of the
Effective Date of this Agreement have been fully and properly
fulfilled, including without limitation those set forth in
Section 5.3 of the Lease.
9. Landlord's Address. For purposes of Section 10.6 of the
Lease, Landlord's address is hereby modified and amended as
follows:
Jacksonville Holdings, Inc.
c/o Excal Enterprises, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
10. No Further Amendment. Except as specifically set forth
in this Agreement, the Lease shall remain unaltered and in full
force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Agreement as of the date set forth above.
Witnesses: LANDLORD:
JACKSONVILLE HOLDINGS, INC., a
Florida corporation
/S/ XXXXXX X. XXXXXXX By: /S/ W. XXXX XXXXXX
Print Name: Xxxxxx X. Xxxxxxx Name: W. Xxxx Xxxxxx
Title: President
Print Name:
Date of Execution: 1/11/01
TENANT:
XXXXX & DUKE TERMINAL WAREHOUSE
COMPANY, INC., a Florida
corporation
/S/ XXXXXXXXX X. XXXXX By: /S/ XXXXXX X. XXXX
Print Name: Xxxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxx
Title: President
/S/ J. XXXX XXXXXXX
Print Name: J. Xxxx Xxxxxxx Date of Execution: 12/19/00
CONSENT
XXXX XXX KNIT PRODUCTS, A DIVISION OF XXXX XXX CORPORATION,
a Delaware corporation, hereby consents to the foregoing Second
Lease Renewal and Modification Agreement and to the prior
modifications of the Lease as therein described.
Witnesses: XXXX XXX KNIT PRODUCTS, A
DIVISION OF XXXX XXX
CORPORATION, a Delaware
corporation
/S/ XXXXXXX XXXXXXXXX
Print Name: Xxxxxxx Xxxxxxxxx By: /S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
/S/ XXXX XXXXX Title: V.P. Manufacturing
Print Name: Xxxx Xxxxx
