1
EXHIBIT 10.56
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made as of the
18th day of December, 2000 (the "Effective Date") by and between GOF PARTNERS, a
Tennessee partnership ("Landlord") and TRACTOR SUPPLY COMPANY, a Delaware
corporation and successor by name change to TSC INDUSTRIES, INC. ("Tenant").
WHEREAS, by Lease dated September 15, 1986 (the "Lease"), Landlord did
lease unto Tenant, and Tenant did lease from Landlord, certain Premises (as
defined in the Lease) having a street address of 320 Plus Park Boulevard and
located in Nashville, Davidson County, Tennessee; and
WHEREAS, Tenant has, with the consent and approval of Landlord,
heretofore extended the Term of Lease by notice dated September 5, 1996 such
that the Term of the Lease, as renewed and extended by Tenant, now expires on
February 9, 2007.
WHEREAS, Landlord and Tenant wish to modify and amend the terms and
conditions of the Lease as hereinafter set forth.
NOW, THEREFORE, in consideration of the above recitals, the terms and
conditions hereof, and for other good and valuable considerations, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Article XI of the Lease in its original form is hereby
amended, as of the Effective Date, by the addition of the following at the end
thereof: Notwithstanding anything to the contrary set forth in this Article XI,
including in Section 11.4 hereof, nothing herein shall prohibit or otherwise
restrain Landlord from carrying any additional insurance with respect to the
Premises, including, without limitation, general public liability coverage as
Landlord may, in its discretion, deem necessary or appropriate from its own
business perspective or, as applicable, to comply with those requirements, if
any, which its Mortgagee may, from time to time, place upon Landlord.
2. Sections 17.1 and 17.3 of the Lease in their original form are
hereby deleted in their entirety and substituted in lieu thereof as of the
Effective Date hereof is the following:
17.1 Tenant shall promptly give Landlord
notice of any damage or destruction to the Premises
or any part thereof by fire or other casualty or of
any Taking. In case of fire or other casualty,
insured or uninsured, resulting in any damage or
destruction to the Improvements or any part thereof
or any partial Taking (other than a Taking for a
temporary use) of any part of the Premises unless it
shall validly and properly give Landlord notice of
its intention to terminate this Lease (a
"Termination Notice"), Tenant at its sole cost and
expense, shall restore, repair, replace and rebuild
the same as nearly as possible to its condition and
quality immediately prior to such damage or
destruction or in the case of a partial Taking, to
an economically useful unit, in which event all
insurance proceeds and condemnation award proceeds
to the extent allocable to the Taking of all or any
part of the Improvements, as the case may be, shall
be paid over to Tenant for the sole purpose of
restoration, repair, replacement or, as applicable,
rebuilding of the Premises, provided however that if
such
1
2
proceeds are in excess of $100,000 the same shall be
paid over to Landlord and disbursed to Tenant upon
and subject to such terms and conditions as Landlord
and any Mortgagee may reasonably impose. Any balance
of such award allocable to the Taking of all or any
part of Improvements or of insurance proceeds shall
be the sole property of Tenant. All condemnation
awards or proceeds relating or allocable to any
Taking of all or any portion of the Land shall be
the sole property of Landlord. All such restoration,
repair, replacement and rebuilding by Tenant shall
be commenced and completed as soon as practicable.
If the insurance proceeds received in respect of any
damage or destruction or the condemnation award
allocable to any Taking of all or any part of the
Improvements, less any cost of recovery, are
insufficient to pay the entire cost of such
restoration, repairs, replacement or rebuilding,
Tenant shall pay the deficiency or within thirty
(30) days of such event serve notice of its intent
to terminate this Lease (the "Termination Notice").
If Tenant terminates, this Lease shall terminate
sixty (60) days from the date of the giving of the
Termination Notice in the same manner as if the Term
had expired and Landlord shall be entitled to
receive and retain all insurance proceeds or
condemnation award proceeds, as the case may be. In
the event of any Taking of all or a substantial part
of the Premises, Tenant shall be obligated to give a
Termination Notice. For the purposes of this Lease,
a Taking of "a substantial part of the Premises"
shall be deemed to have occurred if after such
Taking the portion of the Improvements remaining can
not be restored to an economically useful unit. The
effective date of any Taking shall be the earlier of
the taking of title by the Condemning Authority or
its taking of possession. In case of damage,
destruction or condemnation, Landlord and Mortgagee
shall decide whether or not to rebuild. All proceeds
shall go to Landlord and/or Mortgagee. Mortgagee's
prior written approval will be necessary for any
sale or transfer.
* * * * * * * * *
17.3 In the event of any Taking, Tenant
shall make no claim for the value of Tenant's
leasehold estate, except, however, Tenant shall be
entitled to prosecute and receive a claim for
relocation expenses, injury to Tenant's Equipment,
if compensable, and, provided that such Taking shall
result in a termination of this Lease and that
Landlord shall receive a condemnation award equal to
at least ten (10) times the Basic Rent only, the
depreciated value (as carried on the books of Tenant
or any subtenant) of any Alterations or other
leasehold improvements installed at the expense of
Tenant or any subtenant provided, however, that if
the same constitute a replacement, there shall be
subtracted therefrom the depreciated (to the date of
such Taking) value of the item replaced and to
retain any award applicable thereto. In the event of
any partial Taking the condemnation award shall be
applied as elsewhere in this Lease provided.
3. Article XXX of the Lease in its original form is, as of the
Effective Date hereof, hereby amended by the addition of a new Section 30.3
thereto, which Section states as follows:
2
3
30.3 Tenant having heretofore under
Sections 30.1 and 30.2 above, by letter from Tenant
to Landlord dated September 5, 1996 and with
Landlord's consent and approval, renewed the Term of
the Lease for two (2) successive five (5)-year
periods such that the Term of the Lease, which
continues in full force and effect as of the date
hereof, has been extended and currently ends on
February 9, 2007, subject to the other terms and
conditions of this Lease, it is now further provided
that so long as no Event of Default by Tenant has
occurred and shall be continuing during the
remaining Term beyond the applicable cure period
therefore, if any, on the date of giving of notice
as contemplated by this Section 30.3 of its right to
further renew the Term as herein provided for,
Tenant shall have the right to be exercised by
written notice from Tenant to Landlord at any time
before February 10, 2006 (i.e., not less than twelve
(12) months prior to the expiration of the current
Term, as extended) to renew the Term of this Lease
for one additional period of five (5) years
commencing on February 10, 2007 and thereafter
ending February 9, 2012, upon the same terms and
conditions as set forth in this Lease, as amended
from time to time (the "Third Renewal Term").
Provided, further, however, Tenant agrees that: (a)
Tenant shall not have any further right(s) to renew
the Term for any period beyond the expiration of the
Third Renewal Term contemplated by this Section
30.3; (b) the Basic Rent payable by Tenant to
Landlord during said Third Renewal Term shall, from
and including February 10, 2007 through and
including February 9, 2012, be the sum of Five
Hundred Sixteen Thousand and 00/100 Dollars
($516,000.00) annually payable in monthly
installments of Forty-Three Thousand and 00/100
Dollars ($43,000); (c) Landlord shall have no
obligation to provide or make any improvements or
repairs to the Premises as a condition to the grant
of those rights bestowed upon Tenant hereunder or at
or after Tenant's election, if applicable, to extend
the Term by exercising its rights hereunder - Tenant
agreeing to accept the Premises at the commencement
of said Third Renewal Term in their then-existing
"AS-IS" condition in the broadest sense of such
term; and (d) there shall not be any rent abatement
period and Tenant shall not be entitled to cash
payment, concession or allowance of any nature or
amount whatsoever should Tenant deem it necessary or
advisable to undertake repairs, modifications or
improvements to the Premies in preparation for the
Third Renewal Term and its occupancy thereunder.
Notwithstanding the foregoing, Tenant shall have no
right to exercise such option to renew, and Landlord
shall have no obligation to renew this Lease for the
Third Renewal Term, unless (i) the Lease shall be in
full force and effect upon each of the dates of the
exercise of the Third Renewal Term and the
commencement date thereof, respectively, and (ii)
there has been no previous cancellation, expiration
or termination of this Lease, which event shall
cancel and terminate Tenant's right to renew the
Term for the additional period contemplated by this
Section 30.3. If Tenant shall fail to exercise the
Third Renewal Term option right granted it hereunder
within the time frame provided for herein, or if
either or both the conditions at (i) and (ii) set
forth above are not fully satisfied, the Third
Renewal Term privileges granted hereby shall
automatically terminate, and
3
4
this Lease shall expire at the earlier of, as
applicable, the date of such cancellation or
termination, or the expiration date of the Term as
already extended pursuant to Sections 30.1 and 30.2
above. While upon the giving of such notice of
renewal contemplated hereby this Lease shall be
deemed renewed for the Renewal Term contemplated by
this Section 30.3, if Tenant shall remain in
possession of the Premises after the expiration or
earlier termination or cancellation of the Term, as
applicable, without there having been executed
between Landlord and Tenant an amendment to this
Lease confirming same, then Tenant shall,
nonetheless, be a tenant "holding over". Landlord
covenants not to unreasonably refuse to execute such
amendment, provided that Tenant has complied will
all conditions precedent contemplated by this
Section 30.3 with regard to the Third Renewal Rights
addressed herein.
4. Article XXXI of the Lease in its original form is hereby
deleted in its entirety and removed from the Lease as of the Effective Date
hereof.
5. Article XLI of the Lease in its original form is amended by
the addition of a new Section 41.5 thereto as of the Effective Date hereof,
which section states as follows:
41.5 In addition to all other obligations of
Tenant under this Lease, from and after the
Effective Date of this Amendment and during the
remaining balance of the Term hereof (including all
further renewals or extensions thereof, if any, as
the parties may hereafter agree upon), Tenant agrees
that, on or before March 1, 2002 and thereafter on
or before March 1 of each subsequent year during the
remainder of the Term after the Effective Date
hereof (and including that March 1 of the year
immediately following the expiration or earlier
termination of this Lease - which obligation shall
survive such expiration or termination), Tenant will
submit to Landlord, in writing and in a form
prepared in accordance with generally accepted
accounting principals ("GAAP"), or in accordance
with other methods proposed by Tenant and reasonably
acceptable to Landlord and its Mortgagee, an
operating statement ("Operating Statement") for the
Premises, which statement shall include, at a
minimum, the following information broken down on
monthly basis for the period for which such
Operating Statement pertains: (a) rental expense
paid by Tenant upon the Premises for the subject
period; (b) operating expenses incurred by Tenant as
to the Premises including those amounts expended
upon (i) repairs and maintenance to the Premises,
(ii) utilities including electricity, water, gas/oil
and other utilities, (iii) trash removal, (iv)
landscaping/snow removal, (v) real property taxes
and assessments, (vi) security, (vii) janitorial and
other custodial services, (viii) property and other
liability insurance policies and coverages, and (ix)
any other material Premises related operating
expense; (c) a statement, including narrative
explanations where appropriate, on what capital
expenditures were made to the Premises during the
time period since the last such report required
hereunder as including the nature of the work
performed, the reason(s) for the work being done
(i.e., preventative maintenance or a discovered
problem that may have been unanticipated -
4
5
especially those exceeding the amount of $5,000 in
cost) and the dollar amount expended; and (d) to the
extent applicable or available at the time of each
such report, a statement, including narrative
explanations where appropriate, on upcoming work, if
any, including the nature of the work and the
estimated anticipated cost(s) thereof. Without
limiting the foregoing, Tenant does hereby further
agree that it will also provide to Landlord written
quarterly interim Operating Statements during the
course of each such year for any quarter in which an
amount in excess of $10,000 is expended on
unanticipated, major or capitalized repairs or
maintenance to the Premises; such interim Operating
Statements to be submitted within thirty (30) days
after the end of the quarter in question. Each such
statement submitted by Tenant to Landlord under this
Section 41.5 shall be certified by Tenant, by its
duly authorized primary financial officer overseeing
Tenant's real estate matters, as being true and
complete as of the date made. Further, nothing set
forth in this Section shall, in any way or to any
extent, be deemed to replace, modify, amend or
supersede any other obligations with respect to the
Premises which Tenant may have under this Lease.
6. Schedule C to the Lease in its original form is hereby deleted
in its entirety and removed from the Lease as the Effective Date hereof.
7. Except for the Lease as described above between the parties
and as amended hereby, the Lease remains unaltered and is otherwise in full
force in effect. Capitalized terms not otherwise defined herein shall have the
same meaning subscribed to such terms in the Lease.
8. Each party hereto represents unto the other that the person
executing this First Amendment on its behalf has full authority to do so, and
all such partnership or, as applicable, corporate action and authority necessary
to fully effectuate the terms and conditions of this First Amendment have been
undertaken.
9. Tenant, in entering into this First Amendment, hereby
acknowledges that Landlord has contracted to sell its interests in the Premises
and under the Lease to Admiralty Properties, LLC, or its assigns, and that the
amendments contemplated hereby are a critical factor in such buyer"s due
diligence and willingness to consummate the transactions and the closing
contemplated thereby. As such, the terms and conditions of this First Amendment
shall inure to the benefit of, and otherwise be binding upon, the respective
successors and assigns of the parties hereto.
10. This First Amendment may not be altered or amended except by
an instrument in writing signed by the parties hereto, or their respective
successors and assigns. This First Amendment may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
together shall constitute one in the same document.
IN WITNESS WHEREOF, this First Amendment has been executed by the
parties hereto effective as of the day and year first written above.
5
6
GOF PARTNERS,
a Tennessee partnership
By /s/ Thomas O. Flood
------------------------------
Printed: Thomas O. Flood
------------------------
Its: General Partner
----------------------------
TRACTOR SUPPLY COMPANY,
a Delaware corporation
By: /s/ Stephen E. Hull
-----------------------------
Printed: Stephen E. Hull
------------------------
Its: Vice President
----------------------------
6