SECOND AMENDMENT OF LEASE
This Agreement is entered into by and between Royale Investments, Inc., a
Minnesota corporation and Wigest Corporation, an Indiana corporation.
WHEREAS, Super Valu Stores, Inc., a Delaware corporation, now known as
SUPERVALU INC. ("SuperValu") entered into a Building Lease dated July 2, 1991,
as lessor, with Goldmark, Inc., a Indiana corporation, as lessee, ("Goldmark"),
as amended by First Amendment of Lease dated as of June 25, 1992, which building
lease together with the First Amendment are hereinafter referred to as the
"Lease"; and
WHEREAS, SuperValu assigned all of its lessor's interest in said Lease to
Royale Investments, Inc., a Minnesota corporation (the "Lessor"); and
WHEREAS, Goldmark has assigned all of its right, title and interest in and
to the Lease to Wigest Corporation, an Indiana corporation, (hereinafter
referred to "Lessee"); and
WHEREAS, the parties are desirous of amending the terms and conditions of
said Lease.
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, Wigest (as the "Current Lessee"), and
Royale Investments, Inc., (as the "Current Lessor"), do hereby amend the Lease
to provide as follows:
1. The term of the Lease specified at Article 4 of the Lease is hereby
extended from fifteen years to twenty years. The term commenced on
November 2, 1991. The expiration date is extended to November 1,
2011.
2. The Minimum Rent specified shall also be increased but not decreased
on November 1, 2006 by the amount equal to one-half of the percentage
increase, if any, in the Food-at-Home Component of the Consumer Price
Index for the period from November 1, 2001 to November 1, 2006, all as
further similarly specified in Article 5 of the original Building
Lease dated July 2, 1991.
3. Pursuant to Article 27 of the Lease, notices hereafter intended for
the Tenant shall be addressed to Tenant's Registered Agent or to:
With a copy to:
W.T. (Xxxxx) XxXxx Xxxxx Xxxxx
Wigest Corporation Xxxxx & Xxxxxxx
0000 Xxxx 00xx Xxxxxx 000 Xxxx Xxxxx Xxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxxxxxxx, XX 00000 Xxxx Xxxxx, XX 00000
and if intended for Lessor such notices shall be addressed to:
With a copy to:
Xxxxxx X. Xxxx Xxxx Xxxxxxxx
Royale Investments, Inc. Parsinen Xxxxxx Xxxxxx
3430 List Place & Levy, P.A.
Xxxxxxxxxxx, XX 00000-0000 000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxx, XX 00000
4. Current Lessee does hereby assume the lessee's obligations under that
certain Letter of Credit Agreement referenced in paragraph 6 on page
36 of the Lease to provide such Letter of Credit to Current Lessor
pursuant to the terms and conditions of the Lease until November 2,
1996.
5. Upon the execution of this Third Amendment of Lease, Current Lessee
agrees the debts owed by Current Lessee to existing stockholders
Xxxxxx X. XxXxx ($883,000), Xxxxx X. XxXxx ($35,000), Xxxxxxx X.
XxXxx, XX ($80,000), Xxxxxx X. XxXxx, Xx. ($80,000), Xxxxxxxx XxXxx
($80,000), Xxxx X. Xxxxxxxx ($21,000), and Xxxxx X. Xxxxx ($21,000),
shall remain at all times and hereby are subordinated (pursuant to the
terms of a Subordination Agreement of even date herewith), to any and
all obligations of the Current Lessee under the Lease, including but
not limited to the obligations to pay rent, it being understood and
agreed that Current Lessee's equity and subordinated debt is being
relied upon by Current Lessor and its lender to support obligations
under the Lease and that any transfer or redemption of or payment of
such debt contrary to the terms and conditions of the Subordinated
Agreement of even date herewith would severely injure and damage
Current Lessor and its lender.
6. SuperValu executed a certain Guaranty Agreement dated June 25, 1992 in
favor of Lessor guarantying certain obligations of the Lessee
(Goldmark and/or Lessee) under the Lease (the "Guaranty"). Said
Guaranty provides that Lessor shall pay SuperValu a Guaranty
Availability Fee, in arrears on June 25th of each year of 1% per
Guaranty Year of the maximum amount of the Guaranty available to any
person or entity during such Guaranty Year. Lessee agrees to pay
Lessor, as additional rent, $17,500 on or before June 1 of each year
to reimburse Lessor for a portion of the Guaranty Availability Fee for
as long as said Guaranty shall remain in effect with respect to the
Lease.
Except as herein modified, the Lease remains in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this agreement this ___
day of ____________, 1996.
ROYALE INVESTMENTS, INC.,
a Minnesota corporation
By:
-------------------------------
Its:
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STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of
___________, 1996, by _______________________ the ______________________ of
Royale Investments, Inc., a Minnesota corporation, on behalf of the corporation.
-----------------------------------
Notary Public
WIGEST CORPORATION, an Indiana
corporation
By:
-------------------------
Its:
-----------------------
STATE OF INDIANA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
___________, 1996, by ________________________ the _____________________ of
Wigest Corporation, an Indiana corporation, on behalf of the corporation.
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CONSENT OF AMERICAN UNITED LIFE INSURANCE COMPANY 2ND
WHEREAS, American United Life Insurance Company ("AUL") is the mortgagee of
record with respect to an Indenture of Mortgage and Security Agreement with
Assignment of Rents dated June 1, 1992, and recorded June 26, 1992, as
Instrument No. 92-83880 in the office of the Xxxxxx County Recorder, Indiana,
(the "Mortgage"), which mortgage was executed by Royale Investments, Inc., a
Minnesota corporation, as mortgagor; and
WHEREAS, AUL has further entered into a Subordination, Non-Disturbance and
Attornment Agreement dated June 25, 1992, (the "Subordination Agreement"),
recorded June 26, 1992, as Instrument No. 92-83882, with Goldmark, Inc., as the
tenant, of the property which is the subject of the Mortgage and Subordination
Agreement; and
WHEREAS, AUL is also the assignee pursuant to an Assignment of Rents,
Leases and Agreements dated June 1, 1992, and recorded June 26, 1992, as
Instrument No. 92-83881 in the office of the Xxxxxx County Recorder, wherein
Royale Investments, Inc., was the assignor, (hereinafter referred to as the
"Assignment").
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, AUL does hereby consent to and approve
the modifications and amendments of the Lease referenced in the attached Second
Amendment of Lease, such consent and approval being subject to the terms and
conditions of the Second Amendment of Lease, provided further that Wigest
Corporation's interest shall be and remains subject to the terms and conditions
of the Mortgage, the Subordination Agreement, and the Assignment of Rents and
other related collateral mortgage documents.
IN WITNESS WHEREOF this consent has been executed this ___ of ___________,
1996.
AMERICAN UNITED LIFE INSURANCE
COMPANY, an Indiana corporation
By:
--------------------------------
Its:
------------------------------
STATE OF INDIANA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this ___ day of
____________, 1996 by ______________________ the ______________________ of
American United Life Insurance Company, an Indiana corporation, on behalf of the
corporation.
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Notary Public
CONSENT OF SUPERVALU INC. 2ND
WHEREAS, SUPERVALU INC., a Delaware corporation, ("SUPERVALU") was formerly
known as Super Valu Stores, Inc.; and
WHEREAS, SUPERVALU entered into a certain Companion Lease with Royale
Investments, Inc. as lessor and SUPERVALU as lessee, a Memorandum of said Lease
being dated June 25, 1992 was recorded June 26, 1992, as Instrument No. 92-83879
in the office of the Xxxxxx County Recorder, Indiana, the leased premises
referred to in said SUPERVALU lease being the same premises which are the
subject of the Lease described in the attached Second Amendment of Lease and the
Indenture of Mortgage and Security Agreement with Assignment of Rents recorded
as Instrument No. 92-83880 in favor of American United Life Insurance Company,
as mortgagee, recorded in the office of the Xxxxxx County Recorder; and
WHEREAS, SUPERVALU entered into a certain Guaranty Agreement dated June 25,
1992, by and between SUPERVALU and Royale Investments, Inc., wherein SUPERVALU
guaranteed certain terms and conditions of the Lease identified in the attached
Second Amendment of Lease.
NOW, THEREFORE, for $10.00 and other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned SUPERVALU does hereby
consent to and approve the modifications and amendments of the Lease referenced
in the attached Second Amendment of Lease. All terms and conditions of said
Guaranty Agreement dated June 25, 1992, remain in full force and effect
undisturbed by said Second Amendment of Lease, including the June 25, 2002
expiration date of said Guaranty.
IN WITNESS WHEREOF this consent has been executed this ___ of ___________,
1996.
SUPERVALU INC., a Delaware corporation
By:
-----------------------------------
Its:
---------------------------------
STATE OF MINNESOTA )
)ss.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this ___ day of
____________, 1996 by ________________________ the _____________________ of
SUPERVALU INC., a Delaware corporation, on behalf of the corporation.
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Notary Public
