SECOND AMENDMENT TO LEASE AGREEMENT
THIS SECOND AMENDMENT TO LEASE AGREEMENT ("Second Amendment") is entered
into as of the 1st day of March 2002 by and between ProLogis North American
Properties Fund I LLC, a Delaware Limited Liability Company (the "Landlord")
and 1-800 CONTACTS, Inc. (the "Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant have entered into that certain Lease Agreement
dated as of the 13th day of October, 1998, as amended by that certain First
Amendment to Lease Agreement dated as of the 9th day of October, 2000, (such
lease, as heretofore and hereafter modified, being herein referred to as the
"Lease") pursuant to which Landlord leased to Tenant certain premises consisting
of approximately 65,850 square feet located at Crossroads Corporate Center #0,
0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, XX (the "Original Premises").
WHEREAS, Landlord and Tenant desire to modify the Lease on the terms and
conditions set forth below:
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Landlord and Tenant agree as follows:
1. Effective March 1, 2002, the Original Premises shall be
increased by approximately 17,850 square feet and as more
commonly known as 0000 Xxxxx 0000 Xxxx, Xxxx 000, Xxxx Xxxx
Xxxx, Xxxx (the "Expansion Premises"), so that the total
square footage of the Premises as defined in the Lease shall
include the Expansion Premises and shall thereafter be
approximately 83,700 square feet, all as more fully described
on the attached Exhibit A.
2. The Lease Term for the Expansion Premises will commence on
March 1, 2002 and shall terminate on December 31, 2005 (the
"Expansion Premises Lease Term"). Notwithstanding the
foregoing, the Lease Term of the Original Premises shall be
revised so that the Lease Term of the Original Premises shall
be coterminous with the Expansion Premises Lease Term, whereby
the Original Premises Lease Term shall commence on January 1,
2003 and terminate on December 31, 2005 (the "Original
Premises Lease Term"). All of the terms and conditions of the
Lease shall remain in full force and effect during the
Expansion Premises Lease Term and the Original Premises Lease
Term, except as otherwise amended herein.
3. Effective January 1, 2003, the Monthly Base Rent for the
Original Premises due and payable on the 1st day of each
calendar month, is hereby revised to reflect the following:
January 1, 2003 - December 31, 2005 $19,755.00 / month
4. Effective March 1, 2002, the Monthly Base Rent for the
Expansion Premises due and payable on the 1st day of each
calendar month shall be as follows:
March 1, 2002 - December 31, 2005 $ 5,355.00 / month
5. Effective March 1, 2002, the Estimated Initial Monthly
Operating Expenses for the Expansion Premises are as follows:
Property Taxes: $ 879.00
CAM $ 322.00
Insurance $ 91.00
Management Fee: $ 211.00
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Total $ 1,503.00
6. Effective as of the date hereof, the Estimated Initial Monthly
Operating Expenses for the Original Premises are as follows:
Property Taxes: $ 3,244.00
CAM $ 1,780.00
Insurance $ 334.00
Management Fee: $ 799.00
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Total $ 6,157.00
7. Effective March 1, 2002, Tenant's Proportionate Share of the
Building shall be revised to reflect 43.55%.
8. Landlord agrees to furnish or perform at Landlord's sole cost
and expense those improvements to the Expansion Premises (the
"Expansion Premises Tenant Improvements") specified below and
Landlord shall be under no further obligation to perform any
other improvements to the Expansion Premises.
A. Penetrate two wall openings connecting the spaces.
B. Upgrade the lighting to 50' candles to match the
lighting in the Original Premises.
C. Finish drywall up to 10 ft' from floor to match
Original Premises and provide one coat of paint to
warehouse and concrete perimeter walls.
9. Landlord shall have no obligation to refurbish or otherwise improve the
Original Premises or the Expansion Premises during the Expansion
Premises Lease Term or the Original Premises Lease Term. The Expansion
Premises shall be delivered to Tenant in "as-is" condition, except for
Landlord's obligations with respect to the Expansion Premises Tenant
Improvements as described in the foregoing paragraph. Notwithstanding
anything contained herein to the contrary, Landlord shall warrant the
HVAC, electrical, plumbing and other mechanical systems of the
Expansion Premises for a period of thirty (30) days from the
Commencement Date.
10. Insofar as the specific terms and provisions of this Second Amendment
purport to amend or modify or are in conflict with the specific terms,
provisions and exhibits of the Lease, the terms and provisions of this
Amendment shall govern and control.
11. Landlord and Tenant hereby agree that (a) this Second Amendment is
incorporated into and made a part of the Lease, (b) any and all
references to the Lease hereinafter shall include this Amendment, and
(c) the Lease and all terms, conditions, provisions and exhibits of the
Lease are in full force and effect as of the date hereof, except as
expressly modified and amended hereinabove.
12. Tenant warrants that it has had no dealings with any broker or agent in
connection with this Amendment other than Xxxxx & Xxxxx, and covenants
to pay, hold harmless and indemnify Landlord from and against any and
all costs, expenses of liability for any compensation, commissions, and
charges claimed by any other broker or agent, with respect to this
Second Amendment or the negotiation thereof with whom Tenant had
dealings.
IN WITNESS WHEREOF, the parties hereto have signed this Second Amendment to
Lease Agreement as of the day and year first above written.
1-800 CONTACTS, INC. PROLOGIS NORTH AMERICAN PROPERTIES
FUND I LLC, a Delaware Limited Liability
Company
By: ProLogis Management Incorporated, its
Manager
By: [ILLEGIBLE] By: /s/ Xxx X. Xxxxxxxx
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Name: [ILLEGIBLE] Name: Xxx X. Xxxxxxxx
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Title: [ILLEGIBLE] Title: Managing Director
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(Tenant) (Landlord)
EXHIBIT A
[FLOOR PLAN]
