EXHIBIT 10.47
FURTHER LEASE MODIFICATION AND AMENDMENT
AGREEMENT TO STANDARD INDUSTRIAL LEASE-SPECIAL NET DATED
SEPTEMBER 1, 1990
THIS MODIFICATION AND AMENDMENT TO STANDARD INDUSTRIAL LEASE-SPECIAL
NET DATED SEPTEMBER 1, 1990, as modified on August 20, 1993 ("Amendment") is
entered into effective as of the 15th day of October, 1999 ("Effective Date"),
between XXX XXXXXXXXXXX and XXXXXX XXXXXXXXXXX, husband and wife; XXXX XXXXXX
and XXXX XXXXXX, husband and wife; and XXX X. XXXXX, an unmarried man
(hereinafter collectively referred to as "Lessor" or "Landlord") and Asset
Liquidation Group, Inc. (hereinafter referred to as "Lessee" or "Tenant").
RECITALS:
WHEREAS, the parties hereto are parties to that certain Standard
Industrial Lease-Special Net, dated as of September 1, 1990, as modified on
August 20, 1993 (the "Agreement" or "Lease"); and
WHEREAS, the parties hereto desire to further modify and amend certain
provisions of the Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Lessor hereby grants Lessee the following right under the Lease:
Lessor hereby grants to Lessee the right of first refusal to purchase
the demised premises on the following terms and conditions:
If Landlord, at any time during the term of this
Lease, elects to sell the property referred to herein as the demised
premises or a portion thereof, Tenant shall have the right of first
refusal to meet any bona fide offer to purchase from a third party on
the same terms and conditions of that offer, including but not limited
to the price and date for close of escrow. On receipt of a bona fide
third party offer for purchase of the demised premises that Landlord
desires to accept, Landlord shall notify Tenant in writing of the offer
and its terms and conditions. Tenant, within ten (10) days after
receipt by Tenant of Landlord's notice to Tenant specifying the terms
and conditions of sale, shall notify Landlord in writing whether or not
Tenant agrees to purchase the demised premises or portion thereof on
the same terms and conditions as contained in the third party offer. A
failure by Tenant to give Landlord written notification within the
prescribed time period shall be deemed notice to Landlord that Tenant
elects not to purchase the demised premises. If Tenant elects not to
purchase the demised premises, Landlord shall be free to sell the
demised premises or portion thereof to such third party in accordance
with the terms and conditions of the third party offer. If for any
reason the demised premises or portion thereof are not sold to the
party making the offer, Landlord shall give Tenant the same right to
purchase the demised premises or portion thereof upon receiving any
subsequent offer from any third party that is acceptable to Landlord.
The transfer of Landlord's title to the demised premises by will or
intestacy or to a trust for the benefit of Landlord or Landlord's
immediate family shall not be deemed to be a sale under the provisions
of this section.
2. Lessor hereby grants Lessee the following right under the Lease:
Lessor hereby grants to Lessee the right of first refusal to enter into
a new lease of the demised premises on the following terms and
conditions:
If Landlord, at any time during the term of this
Lease, elects to enter into a new lease of the property referred to
herein as the demised premises or a portion thereof, effective at the
expiration of the Term of this Lease, Tenant shall have the right of
first refusal to meet any bona fide offer to lease from a third party
that Landlord desires to accept on the same terms and conditions of
that offer, including but not limited to the rent amount and term
length of that bona fide offer. On receipt of a bona fide third party
offer for lease of the demised premises, Landlord shall notify Tenant
in writing of the offer and its terms and conditions. Tenant within ten
(10) days after receipt by Tenant of Landlord's notice to Tenant
specifying the terms and conditions of lease, shall notify Landlord in
writing whether or not Tenant agrees to enter into a lease of the
demised premises or portion thereof, at the expiration of the Term of
the Lease, on the same terms and conditions as contained in the third
party offer. A failure by Tenant to give Landlord written notification
within the prescribed time period shall be deemed notice to Landlord
that Tenant elects not to enter into a lease of the demised premises
pursuant to the offer. If Tenant elects not to enter into a lease of
the demised premises, Landlord shall be free to enter into a lease of
the demised premises or portion thereof to such third party in
accordance with the terms and conditions of the third party offer. If
for any reason the demised premises or portion thereof are not leased
to the party making the offer, Landlord shall give Tenant the same
right to lease the demised premises or portion thereof upon receiving
any subsequent offer from any third party that is acceptable to
Landlord.
3. Limitation of Amendment. This Amendment shall be limited solely to
the matters expressly set forth herein and shall not, except to the extent
expressly set forth herein, constitute an amendment of any other term or
condition of the Agreement or otherwise modify the Agreement.
4. Effectiveness. This Amendment shall become effective upon the
Effective Date. This Amendment may be executed in two or more counterparts, each
of which shall be an original, but all of which shall constitute one agreement.
A facsimile of an executed copy of this Amendment shall have the same force and
effect as an original executed copy.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
LESSORS: XXX XXXXXXXXXXX
XXXXXX XXXXXXXXXXX
XXXX XXXXXX
XXXX XXXXXX
XXX X. XXXXX
LESSEE: ASSET LIQUIDATION GROUP, INC.
By:______________________________
Print Name and Title
By:______________________________
Print Name and Title
