EX-10.36: SECOND AMENDMENT TO OFFICE LEASE

EX-10.36 38 y12717exv10w36.txt EX-10.36: SECOND AMENDMENT TO OFFICE LEASE Exhibit 10.36 SECOND AMENDMENT TO OFFICE LEASE THIS SECOND AMENDMENT TO OFFICE LEASE (this "AMENDMENT") is entered into between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD"), and GREAT SPIRITS COMPANY L.L.C., a Delaware limited liability company ("TENANT"), with reference to the following: A. Landlord and Tenant entered into that certain Office Lease dated effective as of February 24, 2000; and that certain First Amendment to Office Lease dated March 14, 2001 (as amended, the "LEASE") covering approximately 1,016 square feet of rentable area on the eleventh (11th ) floor (the "PREMISES") of 4 Houston Center, Houston, Texas (the "BUILDING"). B. Landlord and Tenant now desire to further amend the Lease as set forth below. Unless otherwise expressly provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings as in the Lease. FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. SECOND EXTENSION PERIOD. The Term of the Lease is extended for a period of one (1) year (the "SECOND EXTENSION PERIOD"), commencing on April 1, 2002, and expiring on March 31, 2003. 2. BASE RENT. Commencing on April 1, 2002, and continuing through the Second Extension Period, Tenant shall, at the time and place and in the manner provided in the Lease, pay to Landlord as Base Rent for the Premises the amounts set forth in the following rent schedule, plus any applicable tax thereon: PREMISES

3. OPERATING EXPENSES. Commencing on April 1, 2002, and continuing through the Second Extension Period, Tenant shall continue to pay Tenant's Pro Rata Share of Operating Expenses payable under Article 4 of the Lease. Tenant shall not be entitled to any free rent period, construction allowance, tenant improvements or other work to the Premises, or any other economic incentives that may have been provided to Tenant in connection with entering into the Lease. 4. CONDITION OF PREMISES. Tenant accepts the Premises in its "as-is" condition. 5. NO BROKER. Tenant represents and warrants that it has not been represented by any broker or agent in connection with the execution of this Amendment. Tenant shall indemnify and hold harmless Landlord and its designated property management, -i- construction and marketing firms, and their respective partners, members, affiliates and subsidiaries, and all of their respective officers, directors, shareholders, employees, servants, partners, members, representatives, insurers and agents from and against all claims (including costs of defense and investigation) of any broker or agent or similar party claiming by, through or under Tenant in connection with this Amendment. 6. TIME OF THE ESSENCE. Time is of the essence with respect to Tenant's execution and delivery to Landlord of this Amendment. If Tenant fails to execute and deliver a signed copy of this Amendment to Landlord by 5:00 p.m. (in the city in which the Premises is located) on January 25, 2002, this Amendment shall be deemed null and void and shall have no force or effect, unless otherwise agreed in writing by Landlord. Landlord's acceptance, execution and return of this Amendment shall constitute Landlord's agreement to waive Tenant's failure to meet such deadline. 7. MISCELLANEOUS. This Amendment shall become effective only upon full execution and delivery of this Amendment by Landlord and Tenant. This Amendment contains the parties' entire agreement regarding the subject matter covered by this Amendment, and supersedes all prior correspondence, negotiations, and agreements, if any, whether oral or written, between the parties concerning such subject matter. There are no contemporaneous oral agreements, and there are no representations or warranties between the parties not contained in this Amendment. Except as modified by this Amendment, the terms and provisions of the Lease shall remain in full force and effect, and the Lease, as modified by this Amendment, shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns. LANDLORD AND TENANT enter into this Amendment on January 30, 2002. LANDLORD: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership By: Crescent Real Estate Equities, Ltd. a Delaware corporation, its General Partner By: /s/ Robert H. Boykin, Jr. ------------------------------------ Robert H. Boykin, Jr. Vice President Leasing & Marketing TENANT: GREAT SPIRITS COMPANY L.L.C., a Delaware limited liability company By: /s/ Mark Andrews ------------------------------------ Name: Mark Andrews Title: President -ii-