STATE OF GEORGIA
COUNTY OF GLYNN
AMENDMENT NO. 1 TO SUBLEASE AGREEMENT
-------------------------------------
This Amendment to Sublease Agreement made this the 23rd day of May,
1994, by and between the BRUNSWICK AND GLYNN COUNTY DEVELOPMENT AUTHORITY,
hereinafter referred to as "Authority" or "Sublessor," and GULFSTREAM AEROSPACE
CORPORATION, a Georgia Corporation, hereinafter referred to as "Sublessee."
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Brunswick and Glynn County Development Authority and
Gulfstream Aerospace Corporation, a Georgia Corporation, entered into a Sublease
Agreement on June 1, 1992, a copy of which is recorded in the Office of the
Clerk of Glynn County Superior Court in Deed Book 42 W, page 48; and
WHEREAS, Glynn County Georgia, as Lessor and Authority, as Lessee, entered
into a Lease Agreement dated October 11, 1988, a copy of which is recorded in
the Office of the Clerk of Glynn County Superior Court in Deed Book 32 Q, page
595, and amended by Agreement dated May 4, 1990, recorded in Deed Book 35 E
page 335, and amended by Agreement dated June 22, 1990, recorded in Deed Book 35
P, page 61; and
WHEREAS, the real property which is the subject of this amendment and said
Sublease Agreement dated June 1, 1992, was a portion of the real property which
was the subject of said Lease Agreement dated October 11, 1988; and
WHEREAS, pursuant to said Lease Agreement dated October 11, 1988, the
Authority is the successor in interest to Glynn County, Georgia, and authorized
to enter into this amendment; and
WHEREAS, the Authority and Gulfstream Aerospace Corporation mutually desire
to amend paragraphs 2, 3, and 4 of said Sublease Agreement entered into on
June 1, 1992, by and between the Brunswick and Glynn County Development
Authority and Gulfstream Aerospace Corporation;
NOW THEREFORE, for and in consideration of the premises herein set forth
and the terms and conditions hereinafter stated, the Brunswick and Glynn County
Development Authority and Gulfstream Aerospace Corporation agree and bind
themselves as follows, to-wit:
1. Delete paragraph 2 in its entirety and insert the following in lieu
thereof;
Paragraph 2. Term. This Sublease commences on the 1st day of June 1994,
inclusive and expires on the 31st day of May 1995, inclusive, a period of one
(1) year and zero (0) months (the base term). This Sublease may be extended by
mutual agreement of the parties or in compliance with any option for renewal
provided in Paragraph 3 of this Sublease.
2. Delete paragraph 3 in its entirety and insert the following in lieu
thereof:
Paragraph 3. Options to Renew. Sublessee shall have the option to renew
this sublease for five (5) renewal terms of one (1) year and zero (0) months
beginning the 1st day of June 1995, unless this Sublease is terminated as a
result of Sublease's default and breach.
Sublessee shall not exercise any option to renew for more than one renewal
term at a time during either the base term or any renewal term of this Sublease.
Sublease shall deliver to Sublessor written notice of its intent to renew this
Sublease at least one hundred eighty (180) days prior to the expiration of the
base term or any renewal term then in effect.
Except for the amount of the rental rate, unless otherwise provided for
within Paragraph 4 all agreements and conditions in this Sublease shall have the
same force and effect for each renewal term as for the base term unless the
parties otherwise agree in writing.
At the end of the last of the five renewal terms, the Sublessee may request
new negotiations for the leasehold and improvements. This request shall be
submitted in writing at least ninety (90) days prior to the termination of the
last option period. The
Sublessor agrees to enter into good faith negotiations prior to negotiations
with any other prospective Sublessee.
3. Delete paragraph 4 in its entirety and insert the following in lieu
thereof:
Paragraph 4. Rental. Sublessee shall pay for the use and occupancy of the
premises during the base term of this Sublease, beginning June 1, 1994, and
extending through May 31, 1995, the sum of One Hundred Sixty-five Thousand and
00/100 Dollars ($165,000.00) per year; Thirteen Thousand Seven Hundred Fifty and
00/100 Dollars ($13,750.00) per month, payable in equal monthly payments for the
base term of this Agreement. Provided, however, Five Thousand and 00/100
Dollars ($5,000) of the monthly payment for the twelve (12) months of the base
term shall be deferred upon the following condition: the total amount deferred,
Sixty Thousand and 00/100 Dollars ($60,000), less any amounts attributable to
improvements made by Sublessee prior to May 31, 1995, shall be paid to Sublessor
in a lump-sum prior to May 31, 1995. Paid receipt documentation for
improvements shall be provided to Sublessor.
Sublessor shall adjust the rental rate after the base term of one (1) year,
or any renewal, by an amount which equals the percent of change of the All Urban
Consumer Price Index (C.P.I.-U.) as published by the Bureau of Labor Statistics,
with a base C.P.I.-U.) equaling 441.1 for March 1994, based upon the base year
of 1967=100). The rental rate shall not exceed One Hundred Seventy-two Thousand
Five Hundred and 00/100 Dollars ($172,500.00) for the first one (1) year option
term.
Sublessee shall not be liable to the Sublessor for any additional charge
for purchase or sale of fuel made while utilizing the premises should Sublessee
determine, at its option, to purchase or resale fuel, delivered from any Fixed
Base Operations resident and operating on Sublessor's premises. Said Fixed Base
Operations shall be responsible for payment of any and all appropriate funds,
based on the Sublessee's published sales price to the Sublessee's customers and
in effect at the time of delivery.
Should no resident Fixed Base Operations be agreeable to selling fuel to
Sublessee on the Sublessor's premises and the Sublessee elects to sell fuel on
the subleased premises, then and if the sale of fuel is permitted on the
subleased premises, by applicable Federal and State law, then and only in such
an event, said Sublessee shall pay
to the Sublessor a sum equal to that charged other Fixed Base Operations on all
fuel sold on the subleased premises. Sublessee agrees that the additional
rental called for herein will be paid on all fuel used in connection with
refueling operations on all aircraft.
Sublessee agrees to keep complete and accurate records of all fuel sold by
Sublessee on the subleased premises during the term of this Sublease or any
extension thereof and Sublessee shall on or before the 25th day of each and
every month provide the Sublessor with written notice of such fuel sales
together with the payment required by the subparagraph above. In addition,
Sublessee shall, on or before the 25th day of June of each lease year provide
the Sublessor with a certified statement of fuel sold during the immediately
preceding lease year together with any fuel fees due to the Sublessor for that
period.
The Sublessor shall have the right on an annual basis, upon written notice
to the Sublessee to increase the fuel fees, provided however, such increase
shall apply to all Fixed Base Operations uniformly.
IN WITNESS WHEREOF, each of the respective parties hereto (and in the case
of a corporation, an authority or partnership, by and through its duly
authorized officers or partners) has caused these presents to be duly signed,
sealed and delivered as of the date first above written in the preamble, but on
the date set forth beside each respective signature.
Signed, sealed and delivered SUBLESSOR:
this 23rd day of May, 1994,
in the presence of: BRUNSWICK AND GLYNN COUNTY
DEVELOPMENT AUTHORITY
By: /s/ Walter McNeely
- ------------------------ ------------------------------
Witness Walter McNeely
Chairman
/s/ Penny P. Moore
- ------------------------
Notary Public
My Commission Expires: ATTEST: -------------------------
6-9-95 Ben T. Slade, III
Secretary-Treasurer
(Agency Seal)
Signed, sealed and delivered SUBLESSEE:
this 11th day of May, 1994,
in the presence of:
GULFSTREAM AEROSPACE
CORPORATION
- ------------------------
Witness By: /s/ Robert L. Williams
------------------------
/s/ Gail P. Carroll
- -----------------------
Notary Public
ATTEST: /s/ Donald L. Mayer, SEC
-------------------------
(Corporate Seal)
GAIL P. CARROLL
Notary Public, Chatham County, GA
My Commission Expires July 11, 1997