exv10w1



 






Exhibit 10.1




NINTH AMENDMENT TO LEASE AGREEMENT FOR




GREENWAY TOWER




     This Ninth Amendment to Lease Agreement for Greenway Tower (“Ninth Amendment”) is made and
entered into as of the 21st day of October, 2003, by and between GREENWAY TOWER JOINT VENTURE, a
Texas joint venture, as Lessor (“Lessor”) and ACE CASH EXPRESS, INC., a Texas corporation, as
Lessee (“Lessee”).



W I T N E S S E T H:




     A. Reference is made to that certain Office Lease dated October 1, 1987, between Lessor, as
lessor, and Lessee, as lessee, as amended by First Amendment to Lease Agreement for Greenway Tower
dated April 29, 1988, Second Amendment to Lease Agreement for Greenway Tower dated August 24, 1988,
Third Amendment to Lease Agreement for Greenway Tower, Fourth Amendment to Lease Agreement for
Greenway Tower dated January 29, 1991, Fifth Amendment to Lease Agreement for Greenway Tower dated
June 13, 1994, Sixth Amendment to Lease Agreement for Greenway Tower, Seventh Amendment to Lease
Agreement for Greenway Tower dated December 20, 2000, and Eighth Amendment to Lease Agreement for
Greenway Tower dated May 10, 2001 (as amended, the “Lease”), pursuant to the terms of which Lessor
has leased to Lessee, and Lessee has leased from Lessor, the premises (the “Premises”) described in
the Lease and located in the building known as “Greenway Tower” (the “Building”).



     B. The Lessor and Lessee desire to amend the Lease as hereinafter set forth.



AGREEMENT




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



     1. Expansion of Premises. Effective as of November 1, 2003 (the “Effective Date”),
the Premises are expanded to include 889 square feet of space located on the sixth (6th) floor of
the Building identified as a portion of Suite 670 and as shown on Annex 1, attached hereto and
incorporated herein (“Suite 670 Expansion Space”). Lessor and Lessee agree and acknowledge that
the Lease Term applicable to the Suite 670 Expansion Space expires April 30, 2008.



     2. Base Rent. Beginning thirty (30) days after the Effective Date (December 1, 2003)
and continuing thereafter until the expiration or earlier termination of the Lease, Lessee shall
pay Base Rent under the Lease for the Suite 670 Expansion Space in the total sum of $76,009.32
payable in monthly installments of $1,407.58 each, which monthly installments are payable on or
before the first day of each month during the remaining term of the Lease, without offset, demand,
set off or deduction except as otherwise expressly provided for in the Seventh Amendment to the
Lease.



     3. Additional
Rent. Commencing on the Effective Date, Lessee shall pay
Tenant’s
Pro Rata Share of Taxes and Operating Expenses and Tenant’s Pro Rata Share of Energy Costs
for the Suite 300 Expansion Space as provided in the Lease.



     4. Construction of Lessee Improvements; Allowance. Except as otherwise
provided in this Ninth Amendment, as of the Effective Date, all of the terms and conditions of the
Work Letter Agreement attached to the Seventh Amendment to Lease Agreement for Greenway Tower as
Annex 4 (the “Seventh Amendment Work Letter”) as modified by the Eighth Amendment to Lease
Agreement for Greenway Tower (the “Modified Seventh Amendment Work Letter”) are applicable to
Lessee’s improvements to the Suite 670 Expansion Space, including allowances in the amounts
of $24.00 per rentable square foot of the Suite 670 Expansion Space for construction costs of the
Lessee improvements, $2.00 per rentable square foot for architectural space planning (collectively,
the “Suite 670 Allowances”). Lessor and Lessee agree that the Suite 670 Allowances shall be
disbursed by Lessor in accordance with and subject to the terms and conditions of the Modified
Seventh Amendment Work Letter, except that Lessor shall not be required to escrow any Suite 670



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Allowance, provided however, if Lessee has satisfied all conditions precedent and is entitled
to an advance of a portion of the Suite 670 Allowance and Lessor wrongfully refuses or fails to
make such payment to Lessee, such amount bears interest at the rate of eight percent (8%) per annum
from the date payment is due to Lessee until paid, and Lessee is entitled to set off such amount
against Base Rent next becoming due under this Lease.



     5. Representations and Warranties by Lessee. Lessee represents and warrants to Lessor
that: (i) Lessee has not previously assigned, sublet, encumbered or otherwise transferred the Lease
or Lessee’s interest therein, (ii) this Ninth Amendment constitutes a valid and legally binding
obligation of Lessee and is enforceable in accordance with its terms, and (iii) Lessee has the
requisite power and authority to execute and deliver this Ninth Amendment, and the consent or
joinder of no other person or entity is required in connection therewith.



     6. Miscellaneous. Lessor and Lessee agree that the Lease, as modified by this Ninth
Amendment, sets forth the entire agreement between Lessee and Lessor with respect to the rental of
the Premises and that there are no statements, representations, agreements or writings which are
collateral or incident to the Lease or the obligations of Lessor or Lessee thereunder, except as
are expressly set forth in writing in the Lease and in this Ninth Amendment. Lessee hereby
ratifies and affirms the Lease as amended hereby and each of Lessee’s obligations thereunder and
confirms that, to Lessee’s actual knowledge on the date of this Ninth Amendment, Lessee has
no offsets, defenses or counterclaims against Lessor under or in connection with the Lease. Except
as amended hereby, the Lease is and remains in full force and effect as therein written. The
provisions of this Ninth Amendment shall serve to supplement and amend the Lease as set forth
herein. In the event of a conflict between the provisions of this Amendment and the provisions of
the Lease, the provisions of this Amendment shall control. Capitalized terms which are used herein
as defined terms but which are not otherwise defined shall have the same meaning given to such
terms in the Lease.



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     EXECUTED as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	LESSOR:
	 
	 	 	 	 	 	 
	 	 	GREENWAY TOWER JOINT VENTURE
	 
	 	 	 	 	 	 
	 	 	By:	 	Independence Development Inc., a Texas

corporation, General Partner
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ ROBERT W. KENNEDY
	

	 	 	 	 	 	 
	 	 	 	 	Name: Robert W. Kennedy
	 	 	 	 	Title: Executive Vice President
	 
	 	 	 	 	 	 
	 	 	LESSEE:
	 	 	ACE CASH EXPRESS, INC.,
	 	 	a Texas corporation
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ DONALD H. NEUSTADT
	

	 	 	 	 

	 	 	Name: Donald H. Neustadt
	 	 	Title: Chief Executive Officer






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ANNEX 1





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