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EXHIBIT 10.18
STATE OF GEORGIA
COUNTY OF XXXXXX
AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE is made and entered into as of the 15th day of
April, 1996, by and between XXXXXXX X. XXXXXXXXX, XXXX XXXXX and XXXXXXX X.
XXXXX (herein referred to as the "Lessor") and T&C LIQUIDATORS, INC., a Texas
corporation (herein referred to as the "Lessee").
WHEREAS, Lessor and Lessee entered into that certain lease (herein
referred to as the "Lease") dated October 1, 1994 regarding that certain tract
of land being Lot 5 and the South 20 feet of Xxx 0, xx XXXXX X, xx XXXXXXX
XXXXXXXXXX XXXXXXXX, an Addition to the City of Irving, Dallas County, Texas,
according to the Map or Plat thereof recorded in Volume 402, Page 1437, of the
Map Records of Dallas County, Texas together with all buildings, structures and
other improvements, now or hereafter located thereon (herein collectively
referred to as the "Premises");
WHEREAS, Lessor and Lessee desire to amend the Lease as herein set
forth; and
NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) in
hand paid by each party to the other and other good and valuable consideration
the receipt and sufficiency of which is hereby acknowledged, Lessor and Lessee
agree that the Lease is hereby amended as follows:
1. Section 2.01 of the Lease is amended by providing that the term of
the Lease shall be extended to include the period from and including October 1,
1996 through September 30, 2001 (herein referred to as the "Extended Initial
Term").
Provided Lessee is not in default under the terms of the Lease, Lessee
shall have the right and option (herein referred to as the "First Renewal
Option") to extend the term of the Lease for an additional five (5) years
(herein referred to as the "First Extension Term") after the expiration of the
Extended Initial Term on the same terms and conditions set forth herein except
the annual rent shall be determined as herein set forth. Lessee shall exercise
the First Renewal Option by notice to Lessor given not less than one hundred
eighty (180) nor more than three hundred sixty (360) days prior to the
expiration of the Extended Initial Term.
Provided Lessee has exercised the First Renewal Option and provided
Lessee is not in default hereunder, Lessor shall have the further right and
option (herein referred to as the "Second Renewal Option") to extend the term of
the Lease for an additional five (5) years (herein referred to as the "Second
Extension Term") after the expiration of the First Extension Term upon the same
terms and conditions as set forth herein except that the annual rent shall be
determined as herein set forth. Lessee shall exercise the Second Renewal Option
by notice to Lessor given not less than one hundred eighty (180) nor more than
three hundred sixty (360) days prior to the expiration of the First Renewal
Term.
2. Section 4.01 of the Lease is amended by providing that during the
Extended Initial Term of the Lease, Lessee agrees to pay Lessor, as rent
hereunder, an annual rent as follows:
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EXTENDED INITIAL MONTHLY
TERM ANNUAL RENT INSTALLMENTS
----------------- ---------------------------------------------- ------------
10/1/96 - 9/30/97 $66,000.00 $5,500.00
10/1/97 - 9/30/98 $66,000.00 $5,500.00
10/1/98 - 9/30/99 $66,000.00 $5,500.00
10/1/99 - 9/30/00 Adjusted as herein provided
10/1/00 - 9/30/01 Same annual rent and monthly installments as
for year 10/1/99 - 9/30/00
FIRST EXTENSION
TERM ANNUAL RENT AND MONTHLY INSTALLMENTS
----------------- -------------------------------------------------------------------
10/1/01 - 9/30/02 Adjusted as herein provided
10/1/02 - 9/30/03 Same annual rent and monthly installments as for 10/1/01 - 9/30/02
10/1/03 - 9/30/04 Same annual rent and monthly installments as for 10/1/01 - 9/30/02
10/1/04 - 9/30/05 Adjusted as herein provided
10/1/05 - 9/30/06 Same annual rent and monthly installments as for 10/1/04 - 9/30/05
SECOND EXTENSION
TERM ANNUAL RENT AND MONTHLY INSTALLMENTS
----------------- -------------------------------------------------------------------
10/1/06 - 9/30/07 Adjusted as herein provided
10/1/07 - 9/30/08 Same annual rent and monthly installments as for 10/1/06 - 9/30/07
10/1/08 - 9/30/09 Same annual rent and monthly installments as for 10/1/06 - 9/30/07
10/1/09 - 9/30/10 Adjusted as herein provided
10/1/10 - 9/30/11 Same annual rent and monthly installments as for 10/1/09 - 9/30/10
On October 1, 1999 and again on October 1, 2001, October 1, 2004,
October 1, 2006 and October 1, 2009 (herein each referred to as an "Adjustment
Date") the annual rent shall be increased as follows:
A. For the year from October 1, 1999 through September 30, 2000, the
annual rent shall be increased by an amount equal to the lesser of the product
obtained by multiplying (i) the annual rent for the preceding year (i.e.,
October 1, 1998 through September 30, 1999) by one hundred fifteen percent
(115%) or (ii) the annual rent for the preceding year by (B) the percentage
change of the "CPI" (as that term is herein defined) for December 1998 from the
CPI for the month of December 1995 plus one hundred percent (100%).
B. For the year from October 1, 2001 through September 30, 2002, the
annual rent shall be increased by an amount equal to the lesser of the product
obtained by multiplying (i) the annual rent for the
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preceding year (i.e., October 1, 2000 through September 30, 2001) by one hundred
ten percent (110%) or (ii) the annual rent for the preceding year by (B) the
percentage change of the "CPI" (as that term is herein defined) for December
2000 from the CPI for the month of December 1998 plus one hundred percent
(100%).
C. For the year from October 1, 2004 through September 30, 2005, the
annual rent shall be increased by an amount equal to the lesser of the product
obtained by multiplying (i) the annual rent for the preceding year (i.e.,
October 1, 2003 through September 30, 2004) by one hundred fifteen percent
(115%) or (ii) the annual rent for the preceding year by (B) the percentage
change of the "CPI" (as that term is herein defined) for December 2003 from the
CPI for the month of December 2000 plus one hundred percent (100%).
D. For the year from October 1, 2006 through September 30, 2007, the
annual rent shall be increased by an amount equal to the lesser of the product
obtained by multiplying (i) the annual rent for the preceding year (i.e.,
October 1, 2005 through September 30, 2006) by one hundred ten percent (110%) or
(ii) the annual rent for the preceding year by (B) the percentage change of the
"CPI" (as that term is herein defined) for December 2005 from the CPI for the
month of December 2003 plus one hundred percent (100%).
E. For the year from October 1, 2009 through September 30, 2010, the
annual rent shall be increased by an amount equal to the lesser of the product
obtained by multiplying (i) the annual rent for the preceding year (i.e.,
October 1, 2008 through September 30, 2009) by one hundred fifteen percent
(115%) or (ii) the annual rent for the preceding year by (B) the percentage
change of the "CPI" (as that term is herein defined) for December 2008 from the
CPI for the month of December 2005 plus one hundred percent (100%).
An example on how to determine the change in the annual rent is set
forth below. In no event shall the annual rent for any year during the term of
the Lease be less than the annual rent for the next preceding year of the term
of the Lease.
EXAMPLE
Index Point Change
CPI (for December 1998) 118.5
Less CPI for December 1995 113.8
Equals Index Point Change 4.7
Percentage Change
Index Point Change 4.7
Divided by CPI for December 1995 113.8
Equals Percentage of Change 0.041
Annual Rent
Annual Rent for preceding year $ 100.00
Multiplied by Percentage of Change 1.041
Equals Annual Rent for current year $ 104.10
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For the purpose hereof, the term "CPI" shall mean the Consumer Price
Index, All Urban Consumers (CPI-U), U.S. City Average, All Items - 1982 - 84 =
100 which is published by the United States Bureau of Labor Statistics (herein
referred to as "BLS").
If the standard reference base for the CPI is changed, the CPI shall be
converted using factors supplied by BLS which are based on the percentage change
and not the index point change in the reference base. If an error is discovered
in the CPI and is changed by BLS, the annual rent shall be recomputed based on
the correct CPI and any payments required by reason thereof shall be promptly
made by Lessor or Lessee, as the case may be. If the CPI is discontinued or is
no longer published on a monthly basis, the annual rent for any calendar year
after the year in which the CPI is discontinued or is no longer published on a
monthly basis shall be an amount equal to one hundred three percent (103%) of
the annual rent for the preceding calendar year of the Lease Term.
3. The Lease, as amended hereby, is and shall remain in full force and
effect and is hereby ratified and confirmed in all respects.
4. Each and every covenant, term, condition and obligation contained in
this Lease shall apply to and be binding upon and inure to the benefit or
detriment or the respective legal representatives, successors and permitted
assigns of Lessor and Lessee. Whenever reference to the parties hereto is made
in this Lease, such reference shall be deemed to include the legal
representatives, successors and assigns of said party the same as if in each
case expressed.
IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be
duly executed and their seals to be affixed hereunto as of the day and year
first above written.
Signed, sealed and delivered "LESSOR"
delivered in the presence of:
/s/ XXXXXXX XX XXXX /s/ XXXXXXX X. XXXXXXXXX (SEAL)
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Witness XXXXXXX X. XXXXXXXXX
/s/ XXXXX XXXXXX
---------------------------------
Notary Public
[NOTARY SEAL]
Signed, sealed and delivered
delivered in the presence of:
/s/ XXXXXXX XX XXXX /s/ W. XXXX XXXXX (SEAL)
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Witness XXXX XXXXX
/s/ XXXXX XXXXXX
---------------------------------
Notary Public
[NOTARY SEAL]
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Signed, sealed and delivered
delivered in the presence of:
/s/ XXXX XXXXXXX /s/ XXXXXXX X. XXXXX (SEAL)
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Witness XXXXXXX X. XXXXX
/s/ XXXXX XXXXXX
---------------------------------
Notary Public
[NOTARY SEAL]
Signed, sealed and delivered "LESSEE"
delivered in the presence of:
/s/ XXXX XXXXXXX T&C LIQUIDATORS, INC.,
--------------------------------- a Texas corporation
Witness
/s/ XXXXX XXXXXX By: /s/ XXXXXXX X. XXXXX
--------------------------------- ---------------------------
Notary Public Its:
--------------------------
[NOTARY SEAL] [CORPORATE SEAL]
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