exv10w15



 





EXHIBIT 10.15




SECOND AMENDMENT TO LEASE




     THIS SECOND AMENDMENT TO LEASE (this “AMENDMENT”)
is entered into as of the 10th day of June, 2004, by
and between ProLogis (successor-in-interest to
APT-Cabot Texas, Inc., a Delaware corporation, as
successor-in-interest to Centre Development Co., a
Texas corporation) (the “Landlord”) and Sport Supply
Group, Inc., a Delaware corporation (the “Tenant”).



WITNESSETH:




     WHEREAS, Landlord and Tenant have entered into a
Lease, dated as of the 25th day of April, 1994, as
amended by the First Amendment to Industrial Lease
Agreement dated as of the 8th day of July, 1994,
pursuant to which Landlord leased to Tenant certain
premises located at 13700 Benchmark Drive, Farmers
Branch, Texas, containing approximately 180,841 square
feet of space (such Lease, as heretofore and
thereafter modified, being herein referred to as the
“Lease”).



     WHEREAS, Landlord and Tenant desire to extend the
Term of 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.	 	The Term of the Lease is hereby
extended so that the expiration date of the Lease
shall be December 31, 2007 (the
“Extension Period”).
	 
	2.	 	Effective February 1, 2005 and
continuing through the Extension Period, the monthly
Basic Rental due and payable
by Tenant in accordance with the terms of the Lease shall be as follows:





	 	 	 	 	 
	

	 	02/01/05-3/31/05:
	 	$0.00 *
	

	 	04/01/05-12/31/07:
	 	$45,210.25 per month ($3.00 p.s.f./annum)








	 	*	 	Tenant will continue to
pay any and all Additional Rent during the
free rent period (February 1, 2005 – March
31, 2005) in accordance with the provisions of
the Lease, except as otherwise provided for
herein.






	3.	 	Tenant shall be responsible for the
payment of Additional Rent in accordance with the
provisions of the Lease. The
parties hereby acknowledge and agree that Additional
Rent shall include, but not be limited to, certain
operating
expenses as described herein, and Tenant shall be
responsible for its pro rata share thereof. Further,
the parties
acknowledge that such operating expenses are estimates
only and Landlord makes no guaranty that such estimates
are accurate. Landlord shall provide Tenant within 90
days following the final day of the calendar year
Landlord’s
itemized year-end common area maintenance
reconciliation reports which reference and include the
operating
expenses for such year. If Tenant’s total payments of
such operating expenses for any year are less than
Tenant’s
pro rata share of actual operating expenses for such
year, then Tenant shall pay the difference to Landlord
within 30
days after demand, and if more, then Landlord shall
retain such excess and credit it against Tenant’s next
payments
or, if no further payments are due, refund such excess
to Tenant within 30 days after the expiration or
termination
of the Lease.
	 
	4.	 	Tenant may make certain tenant
improvements to the Premises (“Tenant
Improvements”) subject to Landlord’s
approval of the plans and specifications related
thereto, such approval not to be unreasonably withheld
or delayed.
Upon surrender of the Premises, all Tenant
Improvements shall remain on the Premises as
Landlord’s property,
except to the extent Landlord requires removal at
Tenant’s expense of any such items or Landlord and
Tenant have
otherwise agreed in writing in connection with
Landlord’s approval to any Tenant Improvements.
Tenant shall
repair any damage caused by such removal.
	 
	 	 	Landlord shall contribute up to a maximum amount of
$70,000 (the “TI Allowance”) toward those certain
Tenant Improvements which shall remain as Landlord’s
property upon surrender of the Premises, which such
payment shall be made by Landlord to Tenant within
45 days following (i) completion of the Tenant
Improvements, (ii) Landlord’s receipt of Tenant’s
invoice substantiating the costs related thereto,
(iii) Landlord’s receipt of final lien waivers from
all contractors and subcontractors who did work on
the Tenant Improvements, and (iv) Landlord’s receipt
of a copy of the final permit approved by the
applicable governing authority to the extent
required for such Tenant Improvements. Landlord
shall be under no obligation to pay for such Tenant
Improvements to the Premises in excess of the TI
Allowance. Further, such TI Allowance shall only be
available for Tenant’s use through December 31, 2004, and Tenant hereby waives any and all rights to
any unused portion of the TI Allowance remaining as
of January 1, 2005.
	 
	5.	 	Insofar as the specific terms and
provisions of this 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; in all other respects. The terms,
provisions and exhibits of the Lease shall remain
unmodified and in full
force and effect.
	 
	6.	 	Tenant warrants that it has had no
dealings with any broker or agent, other than Kurt
Griffin, Cushman &
Wakefield (“CW”), in connection with this Amendment,
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 Amendment or the negotiation thereof claiming by,
through or under Tenant. Landlord shall pay CW a
commission in accordance with a separate agreement
between
Landlord and CW.
	 
	7.	 	Any obligation or liability whatsoever of ProLogis which may arise at any time under the Lease
or this Amendment or any obligation or liability which may be incurred by it pursuant to any other instrument,
transaction or




 









 






	 	 	undertaking contemplated hereby, shall not be
personally binding upon, nor shall resort for the
enforcement thereof be had to the property of its
trustees, directors, shareholders, officers,
employees, or agents regardless of whether such
obligation or liability is in the nature of
contract, tort or otherwise.
	 
	8.	 	In Section 24 of the Lease, the
words “including negligence of the parties hereto,
their agents, partners, directors,
officers and employees” are hereby modified to read
“INCLUDING NEGLIGENCE HEREUNDER OF THE
PARTIES HERETO, THEIR AGENTS, PARTNERS, DIRECTORS,
OFFICERS AND EMPLOYEES.
	 
	 	 	THIS SECTION RELEASES A PARTY FROM THE CONSEQUENCES
OF ITS OWN NEGLIGENCE AS THE SAME RELATES TO SUCH
CAUSES WHICH COULD BE INSURED AGAINST UNDER SUCH
INSURANCE POLICIES”.
	 
	9.	 	In Section 26 of the Lease, the
reference to “C. David Zoba” shall be replaced by a
reference to “Real Estate
Section Head”.





          IN WITNESS WHEREOF, the parties hereto have
signed this SECOND AMENDMENT TO LEASE as of the day
and year first above written.



	 	 	 
	TENANT:

	 	LANDLORD:
	 
	 	 
	Sport Supply Group, Inc.

	 	ProLogis, a Maryland real estate investment trust
	a Delaware Corporation
	 	 
	 
	 	 
	By: /s/ T. M. BABILLA

	 	By: /s/ ERIC D. BROWN
	
	 	

	Its: COO

	 	Its: Senior Vice President