Exhibit 10.37
THIRD AMENDMENT TO OFFICE LEASE
THIS THIRD AMENDMENT TO OFFICE LEASE (this "AMENDMENT") is entered
into between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware
limited partnership ("LANDLORD"), and GREAT SPIRITS COMPANY LLC, a Delaware
limited liability company ("TENANT"), with reference to the following:
A. Landlord and Tenant entered into that certain Office Lease dated
effective as of February 24, 2000; that certain First Amendment to Office Lease
dated March 14, 2001; and that certain Second Amendment to Office Lease dated
January 30, 2002 (as amended, the "LEASE"), covering approximately 1,016 square
feet of Rentable Square Footage on the floor 11 (the "PREMISES") of 0 Xxxxxxx
Xxxxxx, Xxxxxxx, Xxxxx (the "BUILDING").
B. Landlord and Tenant now desire to further amend the Lease as set
forth below. Unless otherwise expressly provided in this Amendment, capitalized
terms used in this Amendment shall have the same meanings as in the Lease.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. THIRD EXTENSION PERIOD. The Term is extended for a period of
one (1) year (the "THIRD EXTENSION PERIOD") commencing on April 1, 2003, and
expiring on March 31, 2004.
2. BASE RENT. Commencing on April 1, 2003, and continuing through
the Third Extension Period, Tenant shall, at the time and place and in the
manner provided in the Lease, pay to Landlord as Base Rent for the Premises the
amounts set forth in the following rent schedule, plus any applicable tax
thereon:
PREMISES
MONTHLY
FROM THROUGH RATE BASE RENT
------------- -------------- ------ ---------
April 1, 2003 March 31, 2004 $12.00 $1,016.00
3. OPERATING EXPENSES. Commencing on April 1, 2003, Tenant shall
continue to pay Tenant's Pro Rata Share of Operating Expenses payable under
ARTICLE 4 of the Lease. Tenant shall not be entitled to any free rent period,
construction allowance, tenant improvements or other work to the Premises, or
any other economic incentives that may have been provided to Tenant in
connection with entering into the Lease.
4. CONDITION OF PREMISES. Tenant accepts the Premises in its
"as-is" condition.
5. METHOD OF CALCULATION. The Lease is amended to provide that a
new SECTION 32.N is added as follows:
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N. METHOD OF CALCULATION. Tenant is knowledgeable and experienced
in commercial transactions and does hereby acknowledge and agree
that the provisions of this Lease for determining charges and
amounts payable by Tenant are commercially reasonable and valid
and constitute satisfactory methods for determining such charges
and amounts as required by Section 93.004 (assessment of charges)
of the Texas Property Code, as enacted by House Xxxx 2186, 77th
Legislature. TENANT FARTHER VOLUNTARILY AND KNOWINGLY WAIVES (TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ALL RIGHTS AND
BENEFITS OF TENANT UNDER SUCH SECTION 93.004, AS IT NOW EXISTS OR
AS IT MAY BE HEREAFTER AMENDED OR SUCCEEDED.
6. CONSENT. This Amendment is subject to, and conditioned upon,
any required consent or approval being unconditionally granted by Landlord's
mortgagee(s). If any such consent shall be denied, or granted subject to an
unacceptable condition, this Amendment shall be null and void and the Lease
shall remain unchanged and in full force and effect.
7. NO BROKER. Tenant represents and warrants that it has not been
represented by any broker or agent in connection with the execution of this
Amendment. Tenant shall indemnify and hold harmless Landlord and its designated
property management, construction and marketing firms, and their respective
partners, members, affiliates and subsidiaries, and all of their respective
officers, directors, shareholders, employees, servants, partners, members,
representatives, insurers and agents from and against all claims (including
costs of defense and investigation) of any broker or agent or similar party
claiming by, through or under Tenant in connection with this Amendment.
8. TIME OF THE ESSENCE. Time is of the essence with respect to
Tenant's execution and delivery to Landlord of this Amendment. If Tenant fails
to execute and deliver a signed copy of this Amendment to Landlord by 5:00 p.m.
(in the city in which the Premises is located) on March 26, 2003, this Amendment
shall be deemed null and void and shall have no force or effect, unless
otherwise agreed in writing by Landlord. Landlord's acceptance, execution and
return of this Amendment shall constitute Landlord's agreement to waive Tenant's
failure to meet such deadline.
9. MISCELLANEOUS. This Amendment shall become effective only upon
full execution and delivery of this Amendment by Landlord and Tenant. This
Amendment contains the parties' entire agreement regarding the subject matter
covered by this Amendment, and supersedes all prior correspondence,
negotiations, and agreements, if any, whether oral or written, between the
parties concerning such subject matter. There are no contemporaneous oral
agreements, and there are no representations or warranties between the parties
not contained in this Amendment. Except as modified by this Amendment, the teams
and provisions of the Lease shall remain in full force and effect, and the
Lease, as modified by this Amendment, shall be binding upon and shall inure to
the benefit of the parties hereto, their successors and permitted assigns.
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LANDLORD AND TENANT enter into this Amendment on March 28, 2003.
LANDLORD: CRESCENT REAL ESTATE EQUITIES LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Crescent Real Estate Equities, Ltd.,
a Delaware corporation, its General
Partner
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Regional Vice President
Leasing & Marketing
Houston Region
TENANT: GREAT SPIRITS COMPANY LLC,
a Delaware limited liability company
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Controller
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