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EXHIBIT 10.42
FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT
THIS FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this
"Amendment")
is made as of the Amendment Date (as
hereinafter defined) by and between NEW
YORK LIFE INSURANCE COMPANY, a New York
mutual insurance company ("Landlord"),
and DAISYTEK, INC., a Delaware corporation
("Tenant") and PRIORITY FULFILLMENT
SERVICES, INC., a Delaware corporation
("Assignee").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into that certain Industrial
Lease
Agreement dated March 31, 1999 (the
"Lease") relating to the lease of
approximately 120,000 square feet of space
within Building "I" (the "Building")
of Southpark, located in Memphis, Shelby
County, Tennessee (the "Original
Demised Premises"); and
WHEREAS, Landlord and Tenant desire to amend the Lease to, among
other
things, expand the Original Demised
Premises to include the remaining 100,100
square feet of space within the Building
(the "Expansion Space"; the Original
Demised Premises and the Expansion Space
being referred to hereinafter
collectively as the "Demised Premises")
subject to the terms and conditions set
forth herein; and
WHEREAS, without releasing the Tenant therefrom, the Tenant wishes
to
assign the Lease (as herein amended) to the
Assignee, and the Assignee wishes to
accept the Lease (as so amended) and assume
the obligations of the Tenant
thereunder .
NOW, THEREFORE, for and in consideration of Ten and No/100
Dollars
($10.00), the mutual covenants contained
herein and other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged, the
parties hereto agree as follows:
1. All
capitalized terms used in this Amendment shall have the
meanings ascribed thereto in the Lease unless otherwise set
forth herein.
2. As
of the later of (i) the date upon which Go/Dan (as defined
below) shall vacate the Expansion Space and (ii) February 8,
2000 (such later date being herein referred to as the
"Expansion Date"), the Expansion Space shall be added to and
made a part of the Demised Premises for all purposes under the
Lease.
3.
Effective as of the Expansion Date, Section 1(b) of the Lease
shall be deleted in its entirety and the following shall be
inserted in lieu thereof:
(b) Demised Premises Square Footage: approximately 220,100
sq. ft.
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4.
Effective as of the Expansion Date, Section 2 of the Lease
shall automatically be amended by deleting therefrom the
phrase "approximately 120,000 square feet of space,
approximately 6,000 square feet of which is office space," and
by
inserting in lieu thereof the phrase "approximately 220,100
square feet of space, approximately 11,069 square feet of
which is office space."
5.
Effective as of the Expansion Date, Section 1(j) of the Lease
shall be deleted in its entirety and the following shall be
inserted in lieu thereof:
(j)Tenant's Operating Expense Percentage: 100%.
6. Base
Rent shall be paid pursuant to the Lease through the
Expansion Date. Notwithstanding anything in Section 1(d) of
the Lease to the contrary, from and after the Expansion Date,
the following Annual Base Rent shall be due with respect to
the Demised Premises, as expanded pursuant to the terms
hereof:
<TABLE>
<S>
<C>
Expansion Date - March 31, 2000
$663,627.12
April 1, 2000-March 31, 2001
$663,627.12
April 1, 2001-March 31, 2002
$663,627.12
April 1, 2002-March 31, 2003
$663,627.12
April 1, 2003-March 31, 2004
$663,627.12
</TABLE>
7.
Notwithstanding anything in Section 1(e) of the Lease to the
contrary, from and after the Expansion Date, the following
Monthly Base Rent Installments shall be due with respect to
the Demised Premises, as expanded pursuant to the terms
hereof:
<TABLE>
<S>
<C>
February 1, 2000 - March 31, 2000
$55,302.26
April 1, 2000 - March 31, 2001
$55,302.26
April 1, 2001 - March 31, 2002
$55,302.26
April 1, 2002 - March 31, 2003
$55,302.26
April 1, 2003 - March 31, 2004
$55,302.26
</TABLE>
If the Expansion Date shall fall on a day other than the first
day of a calendar month, the Base Rent shall be apportioned
pro rata
on a per diem basis for the period between the
Expansion Date and the first day of the following calendar
month, and for the last partial month of the Term.
8.
Tenant shall accept and shall be deemed to have accepted the
Expansion Space AS IS, WHERE IS.
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9.
Section 10 of Exhibit C to the Lease shall not apply to the
Expansion Space, but remains in full force and effect as to
the Original Demised Premises.
10. Section 12
of Exhibit C to the Lease is hereby deleted in its
entirety.
11. Tenant
acknowledges that as of the date of this Amendment,
Go/Dan I
