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EXHIBIT 10a
LEASE MODIFICATION AGREEMENT NO. 3
This Lease Modification Agreement No. 3 ("Agreement") dated this 3rd
day of January, 2000 by and between Xxxxxx Income Properties I, Ltd., a Texas
limited partnership, as Landlord, and Childtime Childcare, Inc., an Illinois
corporation, as Tenant.
RECITALS:
1. Landlord and Tenant are parties to that certain lease dated April 11, 1983
originally by and between S-T Properties #14, an Arizona partnership, as
landlord, whose interest has been assigned to Landlord, and Palo Alto
Educational Systems, Inc., an Arizona corporation, as tenant, which entity
was acquired by and subsequently merged into Gerber Children's Centers,
Inc., an Illinois corporation ("Gerber") through an Agreement of Merger
dated February 23, 1988 and Gerber subsequently merged with KD Mergeco,
Inc., a Delaware corporation through an Agreement and Plan of Merger dated
July, 1990 wherein the surviving corporation was Gerber and Gerber
thereafter amended its name to be Childtime Childcare, Inc., an Illinois
corporation, the herein named Tenant, and Landlord and Tenant entered into
Lease Modification Agreement No. 1 dated February 14, 1992 and Lease
Modification Agreement No. 2 dated January 9, 1996, hereinafter
collectively referred to as "Lease". Said Lease covers a demised premises
located at 0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx ("Demised Premises")
as more particularly described in the Lease; and
2. Landlord and Tenant are mutually desirous of modifying the Lease; and
3. The Lease contains an expiration date of January 31, 2000.
NOW, THEREFORE, FOR VALUE RECEIVED, it is hereby agreed as follows:
1. The term of the Lease as described in Article 2 of the Lease is hereby
extended for five (5) years which shall provide for a Lease expiration date
of January 31, 2005.
2. Pursuant to Article 3.A. of the Lease, the Base Minimum Rent for the period
from February 1, 2000 through January 31, 2001 shall be SIX THOUSAND SEVEN
HUNDRED FIFTY AND 00/100 ($6,750.00) Dollars per month.
3. On February 1, 2001 and on February 1 of each year thereafter throughout
the remainder of the term of the Lease, the Base Minimum Rent as provided
for in Article 3.A. of the Lease as modified by Article 2 of this Agreement
shall be subject to adjustment as follows: The basis for computing the
adjustment is the CPI-All Urban Consumers for the United States (1982-84 =
100), published by the United States Department of Labor, Bureau of Labor
Statistics ("Index"). If the Index published for the month which is four
months prior to the adjustment date ("Adjustment Index") has increased over
the Index one (1) year prior to the date of the Adjustment Index
("Beginning Index"), the Base Minimum Rent for the year commencing on the
adjustment date shall be set by multiplying the Base Minimum Rent payable
in the month prior to the adjustment date by the product obtained by
multiplying twenty (20) times a fraction, the numerator of which is the
Adjustment Index and the denominator of which is the Beginning Index. For
the purpose of determining the change in the Index during any year, the
change in the Index for any given month during the year shall never be
deemed to be less than zero. As an example, should the Index of a
particular month decrease from the Index of the prior month during each of
seven (7) months of a year and should the Index increase during each of
five (5) months of the same year, only the aggregate total of the months
during which the Index increased shall be used in determining the increase
in the Index for that year. In no event, shall the adjusted Base Minimum
Rent be less than the Base Minimum Rent in effect immediately preceding any
adjustment or shall it be more than Two Hundred Fifty and 00/100 ($250.00)
Dollars more than the Base Minimum Rent in effect immediately preceding any
adjustment. If the Index is discontinued or revised during the term of this
Lease, Landlord shall adopt a substitute index or procedure that reasonably
reflects increases in consumer prices.
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4. Landlord shall have the right to terminate the Lease providing Landlord has
notified Tenant in writing of Landlord's intent to terminate at least six
(6) months prior to the date which Landlord intends to terminate the Lease.
Landlord shall not have the right to terminate the Lease unless (a)
Landlord shall have a fully executed lease with a tenant ("Replacement
Tenant") for all or a portion of the space located at 0000 Xxxxx Xxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxx ("Anchor Tenant Space") and (b) in the sole
discretion of Landlord or of the Replacement Tenant, the Replacement Tenant
requires all or a portion of the area which now comprises the Demised
Premises to create an economically or physically feasible facility.
Landlord's right to terminate the Lease as provided for in this Article 4
shall become null and void in the event that Landlord and the Replacement
Tenant execute a lease for either all of the Anchor Tenant Space or for the
southern portion of the Anchor Tenant Space and the Replacement Tenant does
not require any portion of the area which now comprises the Demised
Premises.
5. Landlord and Tenant acknowledge that XXXX Commercial Real Estate Services,
Inc. ("XXXX") has been the only real estate broker involved in this
Agreement and Landlord and Tenant have no objection that XXXX has acted as
the agent for Landlord.
6. Landlord and Tenant agree that as of the date of this Agreement, Landlord
and Tenant have fully performed all of their obligations under the Lease,
and that the Landlord and Tenant possess no defenses or right of deduction
or setoff to the enforcement of the terms, covenants or conditions of the
Lease.
7. Except as modified by this Agreement, the Lease shall remain unchanged and
in full force and effect.
8. Should there be any conflicts between the term and conditions of this
Agreement and the Lease, this Agreement shall prevail.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first above written.
WITNESS: Childtime Childcare, Inc., an Illinois
corporation (Tenant)
/s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
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Its: President and Chief Executive Officer
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WITNESS: Xxxxxx Income Properties I, Ltd., a Texas
limited partnership (Landlord)
By: Xxxxxx Realty Investors VIII, Inc., a
Texas corporation, its general partner
By: /s/ Xxxxx Xxxx
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Its: Executive Vice President
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