EXHIBIT 10.4.1
AMENDMENT NO. 2 TO LEASE AGREEMENT
----------------------------------
THIS AMENDMENT NO. 2 to a Lease Agreement dated May 27, 1992, by and
between Xxxxxx Xxxxxx Development, Inc. ("Landlord") and Silver Diner Potomac
Xxxxx, Inc. ("Tenant"), as amended on October 30, 1995 (the lease agreement and
the amendment together the "Lease") is made by Landlord and Tenant effective as
of July 1, 1997.
RECITALS
--------
R-1. The Demised Premises under the Lease comprised the Land (64,267
square feet) identified as 11-B-1A of Potomac Xxxxx Subdivision, Xxxx City,
Prince Xxxxxxx County, Virginia.
R-2. Tenant has purchased 47,247 square feet of the Land (the
"Development Parcel") from Landlord, and Landlord and Tenant desire to amend the
Lease to reduce the amount of Land to 17,020 square feet (the "Parking Lot
Parcel").
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Landlord and Tenant agree as follows:
1. The above Recitals are incorporated into, and are part of,
this Amendment No. 2 to Lease Agreement.
2. Capitalized terms used herein, unless specifically defined
herein, shall have the meanings ascribed to them in the
Lease.
3. The Lease is amended, effective July 1, 1997, as follows:
A. The Land comprises 17,020 square feet of Parcel 11-B-1A
of Potomac Xxxxx Subdivision, Xxxx City, Prince Xxxxxxx
County, Virginia, as depicted on the attached drawing
(Exhibit A).
B. Landlord and Tenant will file a plan of subdivision
with Prince Xxxxxxx County, Virginia, subdividing the
Land into the Development Parcel and the Parking Lot
Parcel. It is contemplated that this will be done upon
sale by Landlord of the Development Parcel, in which
event it may be necessary to amend the Lease should the
purchaser desire a different configuration from the
Development Parcel as shown on Exhibit A.
C. The Base Rent for the period from July 1, 1997, through
May 31, 1998, shall be at the annualized rate of
$14,385 per year.
D. The Base Rent provisions in the Lease (including the
provisions for increases and an example of the
calculation of Base Rent) are deleted, and the
following are substituted in lieu thereof:
(i) On the first day of each Lease Year during the
Term, commencing on the first day of the Lease
Year that commences on June 1, 1998, the Base Rent
shall be increased to an amount equal to the Base
Rent for the prior Lease Year (except that the
Base Rent for the Lease Year ended June 1, 1998,
shall be deemed to have been $14,385,
notwithstanding that the Base Rent for June 1997,
the first month of such Lease Year, was payable at
a higher annualized Base Rent in accordance with
the Lease prior to this Amendment No. 2 to Lease
Agreement) multiplied by a fraction, the numerator
of which shall be the most recently published
Index as of the first day of the applicable Lease
Year, and the denominator of which shall be the
Index as of the first day of the immediately
preceding Lease Year. The "Index" shall mean the
Consumer Price Index for Urban Wage Earners and
Clerical Workers, All Items, Washington, D.C.
(1982-84=100) as published by the Bureau of Labor
Statistics of the United States Department of
Labor or any successor or comparable successor
Index. If the Base Rent is not determined prior to
the first day of a Lease Year, Tenant shall
continue paying the previous Lease Year's Base
Rent until the Base Rent for the applicable Lease
Year is determined by Landlord. In such event, on
the first day of the Adjustment Month (defined
hereinbelow) for the applicable Lease Year, Tenant
shall pay in a lump sum an amount equal to
one-twelfth (1/12th) of the difference between the
Base Rent for the applicable Lease Year and the
Base Rent for the previous Lease Year multiplied
by the number of months from the first month of
the applicable Lease Year to the Adjustment Month,
and shall thereafter pay the Base Rent for the
current Lease Year on a monthly basis. The
"Adjustment Month" shall mean the first full
calendar month next following a thirty (30)-day
notice to Tenant by Landlord of the Base Rent for
the current Lease Year. In no event shall Base
Rent for any Lease year be lower than the Base
Rent for the previous Lease Year.
(ii) An example of the calculation of the Base Rent is
as follows: Assume that (i) the Base Rent is
$14,385, (ii) the most recently published Indices
as of the first day of the Lease Year commencing
June 1, 1998, June 1, 1999, and June 1, 2000, are
110, 115 and 120 respectively. In such
-2-
event, the Base Rent for the Lease Year commencing
June 1, 1998, would be $15,824, the Base Rent for
the Lease Year commencing June 1, 1999, would be
$16,543, and the Base Rent for the Lease Year
commencing June 1, 2000, would be $17,262.
4. Except as amended hereby, the Lease is hereby ratified and
confirmed in all respects, and shall continue in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, this Amendment No. 2 to Lease Agreement has been duly
executed by the undersigned under seal on the day and year first hereinabove
written.
TENANT:
------
WITNESS: SILVER DINER POTOMAC XXXXX, INC.
______________________________ by: _____________________________________
Xxxxxx X. Xxxxxx
President
LANDLORD:
--------
WITNESS: XXXXXX XXXXXX DEVELOPMENT, INC.
______________________________ by: _____________________________________
Xxxxxx X. Xxxxxx
President
AGREED TO:
SILVER DINER DEVELOPMENT, INC.,
as Manager of the Potomac Xxxxx Silver Diner
by: __________________________________
Ype Xxx Xxxxxx
Vice President
-3-
