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EXHIBIT 10(l)
FORM OF FIRST LEASE AMENDMENT
THIS FIRST LEASE AMENDMENT (this "First Amendment"), is made this
______ day of _______________, 1997, by and between THE BLACK FAMILY LIMITED
PARTNERSHIP, an Ohio limited partnership ("Landlord") and MPW INDUSTRIAL
SERVICES, INC., an Ohio corporation ("Tenant").
WITNESSETH:
WHEREAS Landlord and Tenant have heretofore entered into that certain
lease, dated as of __________, 1996 (the "Lease"), for certain premises
containing a 35,500 square foot industrial facility located on approximately
5.99 acres of land in Chesterfield Township, Macomb County, Michigan (the
"Premises");
WHEREAS, the Lease grants to Tenant, inter alia, an option to renew
the Term for one additional five (5) year period, and Tenant and Landlord wish
to modify the extension rights of Tenant; and
WHEREAS, the parties wish to further modify certain terms of the Lease
in accordance with the provisions of this First Amendment.
NOW, THEREFORE, in consideration of the mutual premises contained
herein, the sum of One Dollar ($1.00) in hand paid, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant, intending to be legally bound, hereby agree as follows:
1. Defined Terms: All terms used herein but not defined shall
have the meanings ascribed thereto in the Lease.
2. Term: Subparagraph 2(b) of the Lease is hereby deleted, and
the following is inserted in lieu thereof:
(b) Renewal Term. Tenant may, at its sole option, choose
to extend the term of this Lease for two (2)
additional periods of five (5) years each (a
"Renewal Term") under such terms and conditions as
Landlord and Tenant will negotiate, based upon a
fair market appraisal of the Premises. Tenant shall
provide Landlord with written notice of Tenant's
intent to exercise this option not later than one
hundred twenty (120) days prior to the expiration of
the Initial Term or first Renewal Term, as
applicable. As used in this Lease, "Term" means both
the Initial Term and, if Tenant exercises its
option(s), any Renewal Term. As used in this Lease,
"Lease Year" means each consecutive twelve (12)
month period of the Term, starting on the
Commencement Date of this Lease.
3. Rent: Subparagraph 3(a) of the Lease is hereby deleted, and
the following is inserted in lieu thereof:
(a) Tenant shall pay as "Base Rent" for each Lease Year
during the Initial Term the sum of_________________
_____________________________________________ and
No/100 Dollars ($__________), payable in advance, in
equal monthly installments of_____________________
_____________________________________ and __/100
Dollars ($_____________). The first and last
monthly installments are due and payable on the
execution of this Lease and the remaining
installments are due and payable in advance on the
first day of each and every month during the Term,
without offset or deduction, to Landlord at the
address set forth in Paragraph 26 or at such other
place as Landlord may hereafter designate in
writing. Rent checks are to be made payable to
Landlord, or such other person, form or corporation
as Landlord may designate in writing.
A new subparagraph 3(e) is inserted in the lease as follows:
(e) For each Renewal Term, Tenant shall notify Landlord
that Tenant desires to exercise its option to extend
the Term of this Lease for the next ensuing five (5)
year period, and to obtain an appraisal of the
Premises to determine the market rent for the Premises
by delivering written notice to Landlord not less than
one hundred twenty (120) days prior to the beginning
of each renewal Term. Tenant shall include in such
notice the name of an MAI appraiser selected by Tenant
which has an office in Macomb County, Michigan.
Landlord shall within thirty (30) days following
receipt of such notice from Tenant give written notice
to Tenant setting forth the name of a second MAI
appraiser with an office in Macomb County, Michigan.
If Landlord fails to notify Tenant of the name of an
appraiser within the thirty (30) day period, then the
appraiser selected by Tenant shall determine the
market rent and the decision of said appraiser shall
be binding upon the parties hereto. If Landlord has
selected an appraiser in accordance with the
provisions of this Paragraph, then the appraiser
selected by Landlord and the appraiser selected by
Tenant shall meet and select a third MAI appraiser
with an office in Macomb County, Michigan. The
appraiser selected by Landlord and the appraiser
selected by Tenant shall each appraise the Premises
for purposes of obtaining said market rent. The third
appraiser shall determine and notify Landlord and
Tenant which of the two appraisals made by Landlord's
and Tenant's appraisers more closely reflects the
market rent of the Premises, and the decision of the
third appraiser shall be binding upon the parties
hereto.
4. Complete Agreement; No Oral Modification: The Lease, as
modified by this First Amendment, represents the complete and integrated
agreement of the parties with respect to the Premises and, except as set forth
herein, there are no other agreements, covenants,
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representations or warranties (express or implied) between the parties. The
Lease, as modified by this First Amendment, may not be amended except by a
written document signed by the party to be bound thereby. The parties hereby
ratify and confirm the Lease, as modified hereby.
5. Governing Law and Rules of Interpretation: This First
Amendment is governed by the laws of the State of Michigan without regard to
conflicts of laws. Without limiting a party's right to bring any action in any
other jurisdiction or forum, each party submits itself to the jurisdiction of
the federal and local courts sitting in the State of Michigan and to venue
therein. It is the intent of the parties that this First Amendment be
enforceable to the fullest extent permitted by law. If any provision of this
First Amendment is capable of two or more interpretations or can be reformed so
as to comply with applicable law while giving effect to the intent of such
provision, then such provision shall be interpreted in the way most likely to be
in compliance with applicable law. Although the printed provisions of this First
Amendment were drawn by Landlord, this instrument shall not be construed either
for or against Landlord or Tenant.
IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment
under seal as of the day and year first above written.
LANDLORD:
WITNESS:
------------------------ THE BLACK FAMILY LIMITED PARTNERSHIP
By:
-----------------------------------------------
WITNESS:
------------------------ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Title: General Partner
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TENANT:
WITNESS: MPW INDUSTRIAL SERVICES, INC.
------------------------ By:
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WITNESS: Name:
---------------------------------------------
------------------------
Title:
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ACKNOWLEDGEMENT
STATE OF______________________________)
) SS.
COUNTY OF_____________________________)
Before me, a Notary Public in and for said County, personally
appeared the above-named The Black Family Limited Partnership, by ▇▇▇▇▇ ▇.
▇▇▇▇▇, General Partner ("Landlord"), who acknowledged that he did sign the
foregoing instrument on behalf of Landlord, and that the same is his free act
and deed on Landlord's behalf and the free act and deed of Landlord.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_________________, __________________ this ___ day of ______________, 1997.
[Notarial Seal]
__________________________________
Notary Public
My commission expires:
ACKNOWLEDGEMENT
STATE OF______________________________)
) SS.
COUNTY OF_____________________________)
Before me, a Notary Public in and for said County, personally
appeared the above-named _______________, ____________ of MPW Industrial
Services, Inc. ("Tenant"), who acknowledged that he did sign the foregoing
instrument on behalf of Tenant as such officer, and that the same is his free
act and deed on Tenant's behalf and the free act and deed of Tenant.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
_________________, __________________ this ___ day of ______________, 1997.
[Notarial Seal]
__________________________________
Notary Public
My commission expires:
