EXHIBIT 10.53
STATE OF SOUTH CAROLINA ) SECOND AMENDMENT TO AMENDED
) LEASE AGREEMENT
COUNTY OF LEXINGTON )
THIS AGREEMENT, made this 12th day of August, 1996, by and between
Columbia Three Associates, a Virginia limited partnership, 0000 Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000 (hereinafter called "Landlord"), and XXXXXX PRODUCTS
LTD., a Corporation existing under the laws of the State of Delaware, with a
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxxx, XX 00000
(hereinafter called "Tenant").
W I T N E S S E T H:
WHEREAS, Xxxx X. Xxxxxxx and X-X Xxxxxx, Inc. did on November 11, 1980
execute that certain Lease Agreement; and
WHEREAS, Xxxx X. Xxxxxxx and Tenant did on October 24, 1985 execute
that certain Amended Lease Agreement, which said agreement is attached hereto as
Exhibit"A"' and
WHEREAS, Xxxx X. Xxxxxxx and Tenant did on May 1, 1986 execute that
certain First Amendment To Amend Lease Agreement, which said agreement is
attached hereto as Exhibit "B"; and
WHEREAS, Xxxx X Xxxxxxx has heretofore conveyed his ownership interest
in the demised premises to Landlord; and
WHEREAS, Landlord and Tenant have mutually agreed to renegotiate
certain provisions of the Amended Lease Agreement (as previously amended by the
First Amendment to Amended Lease Agreement dated May 1, 1986) so as to provide,
inter alia, an extension of the terms of the aforesaid lease and an option to
reduce the square footage covered by the lease; and
WHEREAS, all parties are mutually desirous of accomplishing the
foregoing.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged each to the other, it is hereby
agreed that the said November 11, 1980 Lease Agreement, as amended by and
October 24, 1985 Amended Lease Agreement and the May 1, 1986 First Amendment To
Amended Lease Agreement, is further amended as follows to wit:
1. Any and all references to Xxxx X. Xxxxxxx as Landlord are
hereby deleted and the name of "Columbia Three Associates, a
Virginia limited partnership" shall be substituted therefore,
and, henceforth all references to Landlord shall be deemed to
mean Columbia Three Associates, a Virginia limited
partnership.
2. Paragraph 2 TERM is hereby revoked in its entirety and a new
paragraph with the same title is substituted in lieu thereof
which shall read as follows:
The term of this lease is five (5) years. This lease
shall commence as of April 1, 1996 and shall
terminate at 5:00 p.m., March 31, 2001, unless sooner
terminated as herein provided or extended pursuant to
the within renewal option.
3. Paragraph 4 (a) Annual Base Rent is hereby revoked in its
entirety and a new subparagraph 4(a) with the same title is
substituted in lieu thereof which shall read as follows:
4(a) Annual Base Rent. Tenant agrees to pay as base
rent the sum of TWO HUNDRED THIRTY-TWO THOUSAND SIX
HUNDRED FORTY EIGHT AND NO/100 ($232,648.00) DOLLARS
payable in equal monthly installments of NINETEEN
THOUSAND THREE HUNDRED EIGHTY-SEVEN AND 33/100
($19,387.33) DOLLARS. Said rental shall be payable
monthly in advance commencing April 1, 1996 and shall
be due on the first day of each month.
4. Paragraph 4(b) Future Escalations is hereby revoked in its
entirety and a new subparagraph 4(b) with the same title is
substituted in lieu thereof which shall read as follows:
4(b) Future Escalations
(1) Commencing April 1, 1998 the base lease rate
shall escalate to $2.65 per square foot thereby
making the annual base rent the sum of TWO HUNDRED
THIRTY-SEVEN THOUSAND ONE HUNDRED TWENTY-TWO AND
NO/100 ($237,122.00) DOLLARS payable in equal monthly
installments of NINETEEN THOUSAND SEVEN HUNDRED SIXTY
AND 17/100 ($19,760.17) DOLLARS.
(2) Commencing April 1, 2001, provided the renewal
option contained herein is timely exercised, the base
lease rate shall escalate to $2.95 per square foot
thereby making the annual base rate the sum of TWO
HUNDRED SIXTY- THREE THOUSAND NINE HUNDRED SIXTY-SIX
AND NO/100 ($263,966.00) DOLLARS payable in equal
monthly installments of TWENTY ONE THOUSAND NINE
HUNDRED NINETY-SEVEN AND 17/100 ($21,997.17) DOLLARS.
(3) Commencing April 1, 2003, provided the renewal
option contained herein is timely exercised, the base
lease rate shall escalate to $3.00 per square foot
thereby making the annual base rent the sum of TWO
HUNDRED SIXTY- EIGHT THOUSAND FOUR HUNDRED FORTY AND
NO/100 ($268,440.00) DOLLARS payable in equal monthly
installments of TWENTY-TWO THOUSAND THREE HUNDRED
SEVENTY AND 00/100 ($22,370.00) DOLLARS.
5. Paragraph 26 currently entitled FIRST RIGHT OF REFUSAL is
hereby revoked in its entirety and a new paragraph 26 entitled
RENEWAL OPTIONS shall be inserted in lieu thereof as follows:
26 Provided the Tenant is not in default of any
material provision of this lease, or that the time to
cure such default has not expired, Landlord grants to
Tenant the following two (2) options to renew this
lease, on not less than one hundred eighty (180) days
written notice to Landlord prior to the expiration of
the then current term.
(a) The first renewal option shall be the right to
renew this lease for a period of two (2) years
commencing at the expiration of the first lease term,
upon the same
-2-
terms and conditions, except with respect to the
annual base rental rate as set forth in Paragraph
4(b).
(b) The second renewal option shall be the right to
renew this lease for a period of Three (3) years,
commencing at the expiration of the first renewal
option, at the annual base rental rate set forth in
Paragraph 4(b), but otherwise on the same terms and
conditions of this lease.
6. The November 1, 1982 Lease Agreement, as amended by the
October 23, 1985 Amended Lease Agreement and the May 1, 1986
First Amendment To Amended Lease Agreement is further amended
by adding thereto a new paragraph number 48 entitled
"Downsizing Option" which shall read as follows:
During the period April 1, 1996 through March 31,
1997, Landlord hereby grants to Tenant the right to
downsize the Demised Premises in the building in
which the Demised Premises form a part, by providing
sixty (60) days prior written notice from Tenant to
Landlord of its intent to vacate up to but in no
event exceeding 26,799 square feet of the Demised
Premises, provided that any and all space vacated
must be contiguous and in a configuration deemed
reasonably commercially acceptable by Landlord. In
the event Tenant exercises the downsizing option,
Tenant and Landlord shall execute a Lease amendment
providing, inter alia, the revised annual and monthly
base rent as calculated on the revised square
footage, that Landlord at its expense will build a
new demising wall in accordance with the then
existing building code and a determination based upon
a professional opinion obtained by Landlord whether
compressed air lines located in vacated space may be
safely capped and abandoned without interfering with
the future useability of the space (if the
determination is that removal is required such
removal shall be at the expense of Tenant and the
premises restored to its preexisting condition.)
7. Paragraph 34 Rail Service is hereby revoked in its entirety
and in lieu thereof a new paragraph 34 entitled Compliance
with Americans with Disabilities Act shall be inserted in lieu
thereof as follows:
If, as a result of the effectiveness of the Americans
With Disabilities Act, modifications or alterations
are required to be made to the Premises, the Landlord
agrees to make, at a Landlord's expense, such
modifications or alterations that are structural in
nature or affect the exterior of the Premises. The
Tenant agrees to make, at the Tenant's expense such
modifications or alterations that are non-structural
in nature and affect the interior of the Premises.
8. Paragraph 37 Notice is amended by deleting the words "Xxxx X.
Xxxxxxx, 0000 Xxxxxxxxxx Xxxxx" and substituting in lieu
thereof the following "Attention: Xxxxxxx X. Xxxxxxx, 0000
Xxxxx Xxxxx."
9. That except as herein specifically amended by mutual consent
of the parties hereto; all of the terms and conditions of the
November 11, 1980 Lease Agreement, as previously amended by
the Amended Lease Agreement dated October 24, 1985 and the May
1, 1986 First Amendment to Amended Lease shall be and remain
unchanged and in full force and effect.
-3-
IN WITNESS WHEREOF, the undersigned have executed this Second
Amendment to Amended Lease this 12th day of August, 1996.
WITNESSETH: LANDLORD:
Columbia Three Associates, a Virginia
limited partnership
By: (SEAL)
-------------------------------
Its managing general partner
TENANT:
Xxxxxx Products LTD
By: (SEAL)
-------------------------------
Its:
Attest:
------------------------
-4-
