EXHIBIT 10.19


 


AMENDMENT NO. 2 TO LEASE


 


THIS AMENDMENT
NO. 2 to Lease (“Amendment No. 2”) is made and entered into as of November 29,
2004, between Stan Koch & Sons Trucking, Inc. (“Lessor”) and Winmark
Corporation (“Tenant”).


 


WHEREAS,
Tenant and Lessor entered into a Lease dated July 10, 2000, for the premises
located at 4200 Dahlberg Drive, Golden Valley, Minnesota 55422 (the “Lease”);
and


 


WHEREAS,
Tenant and Lessor entered into an Amendment to Lease dated June 25, 2003
(Amendment);


 


WHEREAS,
Tenant and Lessor desire to amend certain terms and conditions of the Lease and
Amendment including (without limitation) changing the term of the Lease and
Amendment and increasing the square footage of the Leased Premises to include
the Original Space (“Original Space”) and Phase I (“Phase I”) as of September
1, 2003 and the Original  Space, Phase I,
Phase II (“Phase II”) as of February 1, 2005. 
Each the Original Space, Phase I, Phase II are delineated on Exhibit A,
attached hereto and incorporated herein by reference; and


 


WHEREAS, the
terms and conditions of this Amendment No. 2 supersede any and all conflicting
terms and conditions of the Lease and Amendment.


 


NOW,
THEREFORE, for one dollar and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:


 


1.                                       VARIABLE
TERMS:


 


a.               Section 2 (a).


 


(i)                                                             Effective
September 1, 2003 through January 31, 2005, 
Section 2 (a) of the Lease is amended
and restated in its entirety as follows:


 


“Leased Premises: 30,903 usable square feet located in the building at
4200 Dahlberg Drive, Golden Valley, Minnesota 55422 (the “Building”), labeled
as the Original Space and Phase I, as set forth in revised Exhibit A, attached
hereto and incorporated herein by reference. 
The building shall include the office building, appurtenances, parking
lot and land.  Tenant and its invitees
shall be entitled to but not use more than 90 parking spaces.”


 


(ii)                                                            Effective February 1, 2005 through August
31, 2009, Section 2 (a) of the Lease is amended
and restated in its entirety as follows:


 


“Leased Premises:
34,184 usable square feet located in the building at 4200 Dahlberg Drive,
Golden Valley, Minnesota 55422 (the “Building”).  The Building shall include the office building,
appurtenances, parking lot and land. 
Tenant and its invitees shall be entitled to but not use more than 110
parking spaces.”


 





















 


b.              Section
2 (c).


 


Effective the date
hereof, Section 2 (c) of the Lease is amended
and restated in its entirety as follows:


 


“Annual Base Rent:
$218,979.60 per annum, payable in equal monthly installments of $18,248.30 on
the first day of each month during the Lease Term provided, however, that if
the term of this Lease shall commence on a day other than the first day of the month,
or shall be terminated on a day other than the last day of the month, or both,
the rent payable during such first or last month, or both, shall be adjusted on
a pro rata basis.”


 


2.                                       ADDITIONAL
RENT:


 


Section 3 (a).


 


Phase I Expansion.  Effective September 1, 2003 through January
31, 2005, Section 3 (b) of the lease is amended
and restated in its entirety as follows:


 


“It is agreed by
Tenant and Lessor, for purposes of calculating Tenant’s pro rata share, that
the usable area in the Building is 47,328 square feet and that the proposed
usable area of the Leased Premises is 30,903 square feet (which includes the
Original Space and Phase I as indicated on Exhibit A), and is subject to
adjustment if (i) the actual usable square feet of the Leased Premises is
different than the anticipated square feet of the Leased Premises after Lessor’s
improvements set forth in Section 3 hereof; or (ii) the usable square footage
in the building should change during the lease term.


 


Section
3 (b).


 


Phase II Expansion.  Effective February 1, 2005 through August 31,
2009, Section 3 (b) of the Lease is amended
and restated in its entirety as follows:


 


“It is agreed by
Tenant and Lessor, for purposes of calculating Tenant’s pro rata share, that
the usable area in the Building is 47,328 square feet and that the proposed
usable area of the Leased Premises is 34,184 square feet (which includes the
Original Space, Phase I and Phase II as indicated on Exhibit A), and is subject
to adjustment if (i) the actual usable square feet of the Leased Premises is
different that the anticipated square feet of the Lease Premises after Lessor’s
improvements set forth in Section 3 hereof: or (ii) the usable square footage
in the building should change during the lease term.”


 


3.                                       LEASEHOLD
IMPROVEMENTS:                                        Section
7.


 


The
last sentence of Section 7 is amended and restated in its entirety as follows:


 


In consideration
of Tenant’s Phase II expansion, Lessor agrees to construct the tenant
improvements on the attached floor plan EXHIBIT “B” and as detailed on the
estimated of construction costs provided by Delly Construction Inc. attached
EXHIBIT “C”.  Lessor agrees to make all
improvement in compliance with applicable law. 
Lessor or Lessor’s contractor shall consult Tenant on Construction
issues including but not limited to location of switches and outlets, paint
color and HVAC coverage.  Lessor agrees
that all Phase II expansion improvements shall be completed on or before
February 1, 2005.  Tenant will be
responsible for Tenant telephone and data lines, connections and any special
electrical requirements.  Lessor will


 





















 


contract with
Delly Construction Inc. for the entire project as shown on EXHIBIT “C” in the
amount of $163,590.00.  The Landlord will
pay the entire invoice upon completion of the project and Tenant will pay the
Landlord $50,000 upon completion of the project.  The landlord will provide a written
request/invoice to Tenant for payment to Landlord.


 


4.                                       OPTION
FOR FURTHER EXPANSION:


 


During the term of
the Lease, Tenant shall have the option to lease the remaining unleased space
in the Building (an additional 13,144 square feet) upon twelve (12) months
written notice to Lessor.  Tenant shall
pay base rent on the additional 13,144 square feet at the rate of $8.40 per
square foot for the remainder of the term of the Lease beginning the date of
occupancy.


 


5.                                       EFFECT
OF AMENDMENT NO. 2


 


Except as set
forth above, the Lease and Amendment to Lease shall remain in full force and
effect to the extent of its original terms.


 


IN WITNESS
WHEREOF, the parties hereof have caused this Amendment to be signed the day and
year first written above.


 


	
  “TENANT”

  	
  “LESSOR”

  
	
   

  	
   

  
	
  WINMARK
  CORPORATION

  	
  STAN
  KOCH & SONS TRUCKING, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Mark T. Hooley

  	
   

  	
  By:

  	
  /s/ Randy Koch

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Vice President

  	
   

  	
  Its:

  	
  President