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ORL1\REALEST\355630.3
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First Floor Space
SECOND LEASE RENEWAL AND MODIFICATION AGREEMENT
THIS SECOND LEASE RENEWAL AND MODIFICATION AGREEMENT (the
"Agreement") is made and entered into effective as of December
___, 2000 (the "Effective Date"), by and between JACKSONVILLE
HOLDINGS, INC., a Florida corporation ("Landlord"), and XXXXX &
XXXX TERMINAL WAREHOUSE COMPANY, INC., a Florida corporation
("Tenant").
W I T N E S S E T H:
WHEREAS, Jacksonville Center, Inc., a Florida corporation
("JCI"), and Tenant entered into that certain Warehouse Space
Lease Agreement dated December 1, 1994 (the "Lease"), pursuant to
which JCI leased to Tenant and Tenant leased from JCI certain
Leased Premises (herein so called) consisting of approximately
596,676 square feet of space designated as Sections 1.2, 1.3,
1.4, 1.5, 1.6 and 1.7 located on the first floor of the building
(the "Building") included in the facility known as One Imeson
Center (the "Property"), located at Xxx Xxxxxx Xxxx Xxxxxxxxx,
Xxxxxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000;
WHEREAS, the Lease was subsequently modified to include in
the Leased Premises a portion of Section 1.1 of the Building;
WHEREAS, the Lease was further modified and extended
pursuant to that certain Lease Renewal and Modification Agreement
dated effective as of January 1, 1996, by and between JCI (which
was then known as Imeson Center, Inc.) and Tenant;
WHEREAS, Landlord is JCI's successor-in-title to the
Building and the Property and has succeeded to the interests of
JCI as landlord under the Lease;
WHEREAS, Landlord and Tenant desire to extend the term of
the Lease and to further modify and amend certain of the terms
and provisions of the Lease, all as herein provided;
NOW, THEREFORE, for and in consideration of the mutual
covenants herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The foregoing recitals are true and correct and
are hereby incorporated into the text of this Agreement.
2. Definitions. All capitalized terms in this Agreement shall
have the same definitions as provided in the Lease except as may
otherwise be provided herein
3. Leased Premises. The Lease is hereby further modified and
amended to provide that the Leased Premises shall, effective as
of January 1, 2001, consist of approximately 307,538 square feet
of space designated as Sections 1.1, 1.3, 1.5, and approximately
9,200 square feet in Section 1.2 in the Building, and no other
space in the Building. The approximately 9,200 square feet of
space in Section 1.2 of the Building that shall be part of the
Leased Premises during the Extended Base Term is currently used
by Tenant as an office and, notwithstanding anything contained in
the Lease to the contrary, shall be used solely as an office
during the Extended Base Term. On or before December 31, 2000,
Tenant shall (i) vacate all of Sections 1.4, 1.6 and 1.7 in the
Building, together with all of Section 1.2 in the Building except
for the 9,200 square feet of office space (collectively, the
"Relinquished Space"), and (ii) surrender the Relinquished Space
to Landlord in accordance with Section 5.6 of the Lease. In the
event that Tenant fails to so vacate and surrender the
Relinquished Space on or before December 31, 2000, Tenant
acknowledges and agrees that such holding over by Tenant shall be
subject to Section 10.14 of the Lease. Notwithstanding the
foregoing or any other provision of the Lease, Landlord shall
have the right, upon sixty (60) days' written notice to Tenant,
to terminate the Lease as to Section 1.5 in the Building only,
and within sixty (60) days of receipt of such termination notice,
Tenant shall vacate and surrender to Landlord Section 1.5 in
accordance with Section 5.6 of the Lease. In the event of
Landlord's exercise of such termination option as to Section 1.5
and Tenant's timely and proper vacation and surrender of Section
1.5 and payment of all Base Rent and all Additional Rent and
other charges under the Lease applicable to Section 1.5 through
the date of termination, Base Rent and all additional rent and
other charges payable under the Lease shall be reduced
proportionately based on the 99,446 square foot area of Section
1.5.
4. Extension of Base Term. The base term of the Lease as
provided in Section 2.1 of the Lease, as previously extended, is
hereby further extended for a period of twelve (12) months
commencing on January 1, 2001, and ending on December 31, 2001
(the "Extended Base Term"), on the terms and conditions set forth
in the Lease, as herein modified and amended.
5. Base Rent. During the Extended Base Term Tenant hereby
covenants and agrees to pay (i) Base Rent of $83,291.54 per month
for each and every month during the Extended Base Term. Each
such installment of Base Rent shall be payable in advance
commencing on January 1, 2001, and continuing thereafter on the
first day of each calendar month through and including December
1, 2001, in lawful United States currency, together with any and
all sales or use taxes levied upon the use or occupancy of the
Leased Premises, and (ii) any Additional Rent or other charges
payable under the Lease, as herein modified and amended.
6. No Option to Renew. Tenant acknowledges and agrees that it
has no option or other right to renew or extend the term of the
Lease beyond the Extended Base Term.
7. Operating Expenses. Section 3.3 of the Lease is hereby
amended to provide that, as of January 1, 2001, Tenant's pro-rata
share of Operating Expenses shall be 17.93 percent (307,538
divided by 1,715,000).
8. Maintenance and Repair. Tenant hereby acknowledges that, to
comply with its obligations under Sections 5.4 and 5.6 of the
Lease, Tenant must cause certain repairs to be made to the Leased
Premises (including, without limitation, the Relinquished Space).
Without limiting the rights and remedies of Landlord in the event
of Tenant's failure to make such repairs, Landlord shall notify
Tenant of the date and time reasonably designated by Landlord
during which Landlord shall inspect the Leased Premises as it
exists on the Effective Date (including, without limitation, the
Relinquished Space) to identify all items of damage and/or
improper maintenance for which Tenant is responsible. Tenant
shall permit Landlord to inspect the Leased Premises for such
purposes, and upon completion of such inspection, Landlord shall
provide Tenant with a list of all items requiring repair and/or
replacement at that time. Upon Landlord's identification of such
items, Landlord shall be authorized to make all listed repairs
and/or replacements at Tenant's expense, using a reputable
contractor selected by Landlord. As such items are repaired
and/or replaced, and/or upon completion of such repairs and/or
replacements, Landlord shall deliver to Tenant one or more
invoices for the cost of such work, which cost shall be deemed to
be Additional Rent under the Lease, and Tenant shall pay each and
every invoice in full within fifteen (15) days of receipt.
Landlord and Tenant shall also follow the foregoing procedure as
to Section 1.5 in the Building in the event of Landlord's
exercise of the termination option as provided in paragraph 3
above.
Landlord shall notify Tenant of the date and time of a
further joint inspection of the Leased Premises (but not the
Relinquished Space) approximately ninety (90) days prior to the
end of the Extended Base Term. Tenant shall permit Landlord to
inspect the Leased Premises for such purposes, and upon
completion of such inspection, Landlord shall provide Tenant with
a list of all additional items requiring repair and/or
replacement at that time. Upon Landlord's identification of such
items, Landlord shall obtain and deliver to Tenant an estimate
from a reputable contractor selected by Landlord of the cost of
the repairs and/or replacements necessary to address such items
or otherwise arrange to accomplish such repairs and/or
replacements in a manner satisfactory to Landlord and at Tenant's
sole cost and expense. Within fifteen (15) days after receipt of
such estimate or the completion of such arrangements, Tenant
shall deposit with Broad and Xxxxxx, as escrowee, one hundred
twenty percent (120%) of the amount of such estimate and/or
arrangements, and the escrowee shall be entitled to disburse to
Landlord, upon receipt of invoices for items of such work, with
the balance, if any, of the escrowed funds to be returned to
Tenant upon completion of such work. Nothing in this paragraph 8
shall be deemed to relieve Tenant of any of its duties and
obligations under the Lease, including without limitation those
set forth in Sections 5.4 and 5.6, and nothing in this paragraph
8 shall be deemed to limit Landlord's remedies in the event of
Tenant's default under the Lease.
9. Landlord's Obligations. Tenant hereby acknowledges and
agrees that all of Landlord's obligations accruing as of the
Effective Date of this Agreement have been fully and properly
fulfilled, including without limitation those set forth in
Section 5.3 of the Lease.
10. Landlord's Address. For purposes of Section 10.6 of the
Lease, Landlord's address is hereby modified and amended as
follows:
Jacksonville Holdings, Inc.
c/o Excal Enterprises, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
11. No Further Amendment. Except as specifically set forth
in this Agreement, the Lease shall remain unaltered and in full
force and effect.
IN WITNESS WHEREOF, Landlord and Tenant have executed this
Agreement as of the date set forth above.
Witnesses: LANDLORD:
JACKSONVILLE HOLDINGS, INC., a
Florida corporation
/S/ XXXXXX X. XXXXXXX By: /S/ W. XXXX XXXXXX
Print Name: Xxxxxx X. Xxxxxxx Name: W. Xxxx Xxxxxx
Title: President
Print Name:
Date of Execution: 1/11/01
TENANT:
XXXXX & DUKE TERMINAL WAREHOUSE
COMPANY, INC., a Florida
corporation
/S/ XXXXXXXXX X. XXXXX By: /S/ XXXXXX X. XXXX
Print Name: Xxxxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxx
Title: President
/S/ J. XXXX XXXXXXX
Print Name: J. Xxxx Xxxxxxx Date of Execution: 12/19/00
CONSENT
XXXX XXX KNIT PRODUCTS, A DIVISION OF XXXX XXX CORPORATION,
a Delaware corporation, hereby consents to the foregoing Second
Lease Renewal and Modification Agreement and to the prior
modifications of the Lease as therein described.
Witnesses: XXXX XXX KNIT PRODUCTS, A
DIVISION OF XXXX XXX
CORPORATION, a Delaware
corporation
/S/ XXXXXXX XXXXXXXXX
Print Name: Xxxxxxx Xxxxxxxxx By: /S/ XXXXXX XXXXXX
Name: Xxxxxx Xxxxxx
/S/ XXXX XXXXX Title: V.P. Manufacturing
Print Name: Xxxx Xxxxx
