Exhibit 10(n)
SECOND AMENDMENT OF LEASE
THIS SECOND AMENDMENT OF LEASE is made this 18th day of October, 1996
by and among Penguin Properties Corporation, a corporation formed under the laws
of the State of Maryland (the "Landlord"), and Kiddie Academy Child Care
Learning Centers, Inc., together with Kid's Craft, Inc., and Kiddie Academy
Franchising Systems, Inc., all corporations formed under the laws of the State
of Maryland (collectively, the "Tenant").
Explanatory Statement
A. Landlord and Tenant entered into a lease dated September 25, 1995
(the "Lease") for a portion of the building (the "Building") located at 000
Xxxxx Xxxx, Xxx Xxx, Xxxxxxxx 00000 containing 6,678 rentable square feet (the
"Original Leased Premises"). The separately subdivided property on which the
Building is located is referred to as the "Land."
B. The Lease was amended pursuant to a First Lease Amendment dated
October 24, 1995 entered into between Landlord and Tenant pursuant to which the
Basic Rent was adjusted.
C. Landlord and Tenant desire to modify and amend certain terms
respecting the Leased Premises and the Lease on the terms set forth below.
NOW THEREFORE, in consideration of the Explanatory Statement, the
covenants of the parties herein and in the Lease and other good and valuable
consideration, the receipt of which is hereby acknowledged, Landlord and Tenant
hereby agree as follows:
1. From and after November 1, 1996 (the "Expansion Space Commencement
Date"), Landlord hereby agrees to and shall lease unto Tenant and Tenant hereby
agrees to and shall rent from Landlord, in addition to the Original Leased
Premises, the remainder of the Building consisting of:
(a) that portion of the Building containing approximately one thousand
three hundred twenty-two usable square feet (1,322) (the "Expansion Space"), as
outlined in red on Exhibit "A" attached hereto and incorporated by reference
herein, as well as;
(b) the exclusive use of all other areas of the Building formerly
identified as "common areas" including all interior hallways, restrooms, and
mechanical rooms comprising approximately 1,600 square feet (the "Common
Areas"), and
(c) all exterior sidewalks, driveways and parking facilities on
the Land.
2. The Expansion Space shall be delivered to Tenant in "As-Is"
condition.
3. From and after the Expansion Space Commencement Date, all references
to the square footage of the Leased Premises set forth in the Lease shall be
deleted and in place thereof shall be inserted the number of nine thousand six
hundred (9,600), so that the Leased Premises shall be deemed to include the
Original Leased Premises, the Expansion Space, and the Common Areas.
Notwithstanding the foregoing, Basic Rent and Additional Rent shall be
calculated based upon differing rates for the Original Leased Premises, the
Expansion Space, and the Common Areas, in accordance with the procedure outlined
below in Section 4.
4. Basic Rent. From and after the Expansion Space Commencement Date, in
addition to the Basic Rent payable by Tenant with respect to the Original Leased
Premises as set forth in Section 6(b) the Lease, Tenant shall pay basic rent,
with respect to the Expansion Space only (the "Expansion Space Basic Rent"), in
an amount equal to Fifteen Thousand Eight Hundred Sixty-Four Dollars
($15,864.00) annually, and One Thousand Three Hundred Twenty-Two Dollars
($1,322.00) monthly ($12.00 per square foot, annually.) Commencing on October 1,
1997 and on each October 1 thereafter, the Expansion Space Basic Rent shall be
increased in accordance with increases in the Consumer Price Index, using the
formula set forth in Section 6(c) of the Lease (except that "Expansion Space
Basic Rent" shall be substituted for "Basic Rent", wherever in the formula it
appears.) Tenant shall continue to pay Basic Rent for the Original Leased
Premises pursuant to Section 6(b) of the Lease based upon six thousand six
hundred seventy-eight (6,678) square feet, notwithstanding the revised
references herein to 9,600 square feet comprising the Leased Premises.
5. Additional Rent.
(a) With regard to Subsection 7 (b) (i) of the Lease for Taxes,
Subsection 7 (b) (ii) of the Lease for Insurance, and Subsection 7 (b) (iii) of
the Lease for Common Area Charges, from and after the Expansion Space
Commencement Date, the percentage of 69.56% set forth as "Tenant's Portion" in
Section 7, of the Lease shall be deleted and in its place shall be substituted
the percentage of One Hundred Percent (100%) so that Tenant shall pay one
hundred percent of all Taxes, Insurance, and Common Area Charges with respect to
the Building and/or Land. With regard to Subsection 7 (b) (iv) of the Lease for
Common Area Rent, the Tenant's portion shall remain as 69.56% for calculation of
Common Area Rent purposes only.
(b) In addition, Section 7 (b) is modified by adding the following
as new Subsection 7 (b) (v):
"7 (b) (v) Tenant shall pay as Additional Rent, in addition to
the above charges in Subsection 7 (b) (i), Subsection 7 (b) (ii),
Subsection 7 (b) (iii) and Subsection 7 (b) (iv), additional charges
for use of the balance of the common areas ("Balance Common Area Rent")
which is annually adjusted in the same manner as Basic Rent in Section
6 herein, and is determined by the following formula: Balance Common
Area Rent is equal to the percentage of thirty and 44/100 (30.44%)
multiplied by the difference between the Rentable Area of the Building
and the Useable Area of the Building, which is then multiplied by the
then-current Expansion Space Basic Rent Per Square Foot. For
illustrative purposes only, the first Balance Common Area Rent would be
30.44% x (9,600 SF - 8,000 SF) x $12.00 per square foot which equals
$5,844.48 for one Lease Year, assuming the Expansion Space Basic Rent
is $12.00 per square foot.
6. From and after the Expansion Space Commencement Date, the Lease
shall be amended and in full force and effect in such respects as are set forth
in this Amendment of Lease, and all other provisions, terms, conditions and
riders of and to the Lease shall in all respects remain as set forth in the
Lease, in full force and effect and applicable to the Expansion Space.
7. Unless otherwise defined herein or unless the context requires a
contrary meaning, all capitalized terms used in this Amendment shall have the
meaning ascribed to them in the original Lease.
8. This Agreement sets forth all of the covenants between the parties
to this Agreement respecting the matters set forth herein and there are no
covenants, promises, agreements, conditions or understandings, either oral or
written, between or among them, other than as set forth in this Agreement. This
Agreement is intended by the parties to be an integration of all prior or
contemporaneous promises, agreements, conditions, negotiations and undertakings
between them. Except as otherwise provided in this Agreement, no alteration,
amendment, change or addition to this Agreement shall be binding on any party to
this Agreement unless and until in writing and signed by the parties hereto.
9. The covenants, conditions and agreements contained herein shall bind
and inure to the benefit of the parties hereto and their respective heirs,
distributees, executors, administrators, successors and assigns.
10. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
11. The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions hereof shall
not affect the validity and enforceability of the other provisions hereof.
12. Conflict: Should any conflict in terms and conditions exist
or arise between this Assignment Of Lease and the Lease, the terms and
conditions in this Second Amendment Of Lease shall prevail.
13. Except as specifically provided herein, the Lease shall
remain in full force and effect and be unaffected hereby.
IN WITNESS WHEREOF, the parties have caused these presents to be executed under
seal the on the day and year written.
WITNESS: LANDLORD:
Penguin Properties Corporation
/s/ Xxxxxxxxx Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx
--------------------------- -----------------------------
Xxxxxxx X. Xxxxxx, President
Date: October 18, 1996
WITNESS: TENANT:
Kiddie Academy Child Care Learning Centers,
Inc.
/s/ Xxxxxxxxx Xxxxxx BY: /s/ Xxxxxx Xxxxxx (SEAL)
---------------------------- ----------------------------
Xxxxxx Xxxxxx, President
Kids Craft, Inc.
/s/ Xxxxxxxxx Xxxxxx BY: /s/ Xxxxxx Xxxxxx (SEAL)
---------------------------- -----------------------------
Xxxxxx Xxxxxx, President
Kiddie Academy Franchising Systems, Inc.
/s/ Xxxxxxxxx Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx (SEAL)
----------------------- ------------------------------
Xxxxxxx X. Xxxxxx, President
(SIGNATURES CONTINUED ON NEXT PAGE)
Kiddie Academy International, Inc., a Delaware corporation, with offices at 000
Xxxxx Xxxx, Xxx Xxx, Xxxxxxxx 00000 (the "Guarantor"), executed a Guaranty of
this Lease on September 22, 1995 and executes this Second Amendment of Lease to:
1. Acknowledge and agree with the terms and
conditions of this Second Amendment of Lease as Guarantor; and
2. To amend its Guaranty to include the additional
obligations of the Tenant created in this Second Amendment of Lease;
and
3. To warrant and represent that Guarantor has full
authority from its Board of Directors to execute this Second Amendment
of Lease.
WITNESS: GUARANTOR:
Kiddie International, Inc.
/s/ Xxxxxxxxx Xxxxxx BY: /s/ Xxxxxxx X. Xxxxxx (SEAL)
---------------------------- -----------------------------
Xxxxxxx X. Xxxxxx, President
