EXHIBIT 10.5
LEASE EXTENSION AND MODIFICATION AGREEMENT
THIS LEASE EXTENSION AND MODIFICATION AGREEMENT, made and entered into
this 1st day of July, 2003, by and between NATIONAL VISION, INC. (formerly known
as Vista Eyecare), dba Vista Optical, and XXXX XXXXX STORES, INC. (formerly
known as Xxxx Xxxxx, Inc.) or its corporate subsidiaries, a Delaware corporation
("Xxxx Xxxxx").
W I T N E S S E T H:
WHEREAS, Xxxx Xxxxx and National Vision, Inc. hold the landlord's and
tenant's interests, respectively, under a master Lease Agreement dated April
26,1999, as amended ("Lease") which covers National Vision, Inc.'s right to
lease and operate Vista Optical stores at various Xxxx Xxxxx retail developments
which Agreement is incorporated herein by reference; and
WHEREAS, it is now the desire of the parties to modify said Lease in
certain particulars as set forth below.
NOW, THEREFORE, for value received, the parties hereby agree as
follows:
1. TERM AND RENT
a.) The Term of the Lease for all locations on Exhibit A
shall be modified or extended to expire on December
31, 2006.
b.) Effective January 1, 2004, rent (inclusive of base
rent and percentage rent) for each location shall be
the greater of $ * per square foot per year, or *%
of Gross Sales which exceeds $ * per calendar year
reported and paid monthly as required by the Lease.
All other provisions of Section 2 of the Lease will
remain in full force and effect.
c.) The five (5) year option provided for in the Lease
for all locations (original and additional) is hereby
deleted.
2. CLOSURE OF SELECTED LOCATIONS. From and after June 1, 2003 and
prior to December 31, 2003, Tenant, at Tenant's sole option,
may cease to operate at any or all of the locations as listed
on Exhibit B attached hereto. Tenant is required to provide
Landlord with twenty (20) days written notice prior to closing
any of the locations. The Lease as to a closed location shall
terminate as of the time the location closes, except that
Tenant must, as of the date any location closes, continue to
pay all base and percentage rent obligations as required
herein as to the closed location without offset through
December 31, 2003 (but Tenant shall have no obligation to pay
any additional rent as to any closed location).
3. LANDLORD'S RIGHT TO TERMINATE. Landlord has the right to
terminate no more than three (3) locations per year listed in
Exhibit A or Exhibit B with sixty (60) days written notice if
the Landlord requires Tenant's premises as a result of
renovations by Xxxx Xxxxx of the Development in which the
Property is located.
* Confidential portion, which has been omitted and filed separately with the
Commission.
4. GENERAL PROVISIONS.
4.1 AFFIRMATION OF LEASE. Subject to the modifications
stated in this Agreement, all of the terms and provisions of
the Lease are hereby ratified and reaffirmed.
4.2 ATTORNEYS' FEES. In the event of any litigation
concerning this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees and courts costs, at
trial, upon appeal and any petition for review.
4.3 ENTIRE AGREEMENT. This Agreement and the Lease
(including any attachments) are the entire, final and complete
agreement of the parties and supersedes and replaces all prior
written and oral agreements between the parties or their
representatives with respect to such matters. If any provision
therein is held to be invalid or unenforceable for any reason,
the remainder shall not be affected and shall be enforced to
the fullest extent permitted by law.
4.4 FULL FORCE AND EFFECT. The Lease (including all prior
amendments thereto) is in full force and effect and nothing
contained in this Agreement shall be construed as modifying
such Lease, except as specifically provided pursuant to this
Agreement.
IN WITNESS WHEREOF, the undersigned have caused this instrument to be
duly executed as of the day and year shown above.
LANDLORD: TENANT:
By: /s/ Xxxxxxx Xxxxxx By: /s/ L. Xxxxx Xxxx
----------------------------------- -----------------------------
Xxxxxxx Xxxxxx
Vice President
Property Management Department Title: CEO
Date: 7/1/2003 Date: June 27, 2003
