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EXHIBIT 10.16
FIRST AMENDMENT TO LEASE
I. PARTIES AND DATE.
This First Amendment to Lease (the "First Amendment") dated April 25,
1997, is by and between THE IRVINE COMPANY, a Michigan corporation ("Landlord"),
and UROHEALTH SYSTEMS,INC., a Delaware corporation ("Tenant").
II. RECITALS.
On January 22, 1996, Landlord and Tenant entered into an office space
lease ("Lease") for space in a building located at 0 Xxxxx Xxxxx, Xxxxx 000,
Xxxxxxx Xxxxx, Xxxxxxxxxx ("Premises").
Landlord and Tenant each desire to modify the Lease to add 3,883
rentable square feet ("Suite 350"), adjust the Basic Rent, and make such other
modifications as are set forth in "III. MODIFICATIONS" next below.
III. MODIFICATIONS.
A. Basic Lease Provisions. The Basic Lease Provisions are hereby amended
as follows:
1. Effective as of the Commencement Date for Suite 350 (as hereinafter
defined), Item 2 shall be amended by adding "Suite 350."
2. Effective as of the Commencement Date for Suite 350, Item 6 shall be
amended by adding the following:
"Basic Rent for Suite 350: Six Thousand Two Hundred Thirteen Dollars
($6,213.00) per month.
Rental Adjustments for Suite 350: Commencing twelve (12) months
following the Commencement Date for Suite 350, the Basic Rent for
Suite 350 shall be Six Thousand Four Hundred Seven Dollars
($6,407.00) per month.
Commencing twenty-four (24) months following the Commencement Date
for Suite 350, the Basic Rent for Suite 350 shall be Six Thousand Six
Hundred One Dollars ($6,601.00) per month.
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Commencing thirty-six (36) months following the Commencement date for
Suite 350, the Basic Rent for Suite 350 shall be Six Thousand Seven
Hundred Ninety-Five Dollars ($6,795.00) per month."
3. Effective as of the Commencement Date for Suite 350, Item 7 shall be
amended by adding the following:
"Property Tax Base for Suite 350: The Property Tax per rentable
square foot actually incurred by Landlord during its fiscal year
ending June 30, 1997.
Building Cost Base for Suite 350: The Building Costs per rentable
square foot actually incurred by Landlord during its fiscal year
ending June 30, 1997, as reasonably extrapolated to 95% Building
occupancy."
4. Effective as of the Commencement Date for Suite 350, Item 8 shall be
amended by adding "and an additional 3,883 rentable square feet
(Suite 350)."
5. Item 9 is hereby deleted in its entirety and the following shall be
substituted in lieu thereof:
"9. Security Deposit: $27,472.00"
B. Security Deposit. Concurrently with Tenant's delivery of this First
Amendment, Tenant shall deliver the sum of Seven Thousand Two Hundred
Sixty-One Dollars ($7,261.00) to Landlord, which sum shall be added to
the Security Deposit presently being held by Landlord in accordance
with Section 4.3 of the Lease.
C. Operating Expenses for Suite 350. Notwithstanding any contrary provision
in the Lease, Landlord hereby agrees that Tenant shall not be obligated
to reimburse Landlord for Operating Expenses for Suite 350 accruing
during the initial twelve (12) months following the Commencement Date
for Suite 350.
D. Floor Plan of Premises. Effective as of the Commencement Date for Suite
350, Exhibit A attached to this First Amendment shall be added to the
Lease.
E. Parking. Effective as of the Commencement Date for Suite 350, Landlord
shall provide Tenant with fourteen (14) additional unreserved employee
parking spaces. Provided Tenant is not in default under the Lease, the
stall charge for such spaces shall be waived until April 30, 2001.
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F. Tenant Improvements. Landlord hereby agrees to complete the Tenant
Improvements for Suite 350 in accordance with the provisions of Exhibit
X, Work Letter, attached to the Lease except that: (i) the "Plan
Appoval Date" for Suite 350 (as described in Paragraph II.A) shall be
April 15, 1997; (ii) the "Landlord's Contribution" for Suite 350 (as
described in Paragraph III.A) shall be Twenty-Six Thousand Seven Hundred
Ninety-Three Dollars ($26,793.00), based on $8.00 per usable square foot
of Suite 350; (iii) the provisions of Paragraph III.D shall not apply to
Tenant's move into Suite 350; and (iv) in addition to the aforementioned
Landlord's Contribution for Xxxxx 000, Xxxxxxxx shall advance to Tenant
the cost of other tenant improvement work in Suite 350, but exclusive of
furniture, furnishings and removable personal property, up to a maximum
of Thirteen Thousand Three Hundred Ninety-Six Dollars ($13,396.00),
based on $4.00 per usable square foot of Suite 350 (the "Advance"). The
Advance shall be deemed a loan to Tenant and shall bear interest at the
rate of ten percent (10%) per annum and shall be repaid by Tenant as
additional rent in equal fully-amortized monthly installments on the
first day of each month during the initial Term of this Lease. Upon
request by Landlord, the amount of such installments shall be
memorialized on a form provided by Landlord. Should this Lease terminate
prior to the date the Advance is repaid in full, all unpaid principal
and interest shall be immediately due and payable.
G. Intentionally omitted.
H. Commencement Date. As used herein, the "Commencement Date for Suite 350"
shall be June 1, 1997, as extended on a day-for-day basis by the period
of any delays reasonably attributable to Landlord in substantially
completing the Tenant Improvements for Suite 350. Unless otherwise
agreed in writing by Landlord, Tenant shall commence its rental payments
for Suite 350 as of June 1, 1997, subject to the right to submit any
claim of Landlord delays to be resolved by arbitration in accordance
with Section 14.7(b) of the Lease; should such arbitration be resolved
in Tenant's favor, then Tenant shall be afforded an appropriate rent
credit, based on the arbitrator's determination, against the sums next
due under the Lease.
V. GENERAL.
A. Effect of Amendments. The Lease shall remain in full force and effect
except to the extent that it is modified by this Amendment.
B. Entire Agreement. This Amendment embodies the entire understanding
between Landlord and Tenant with respect to the modifications set forth
in "III. MODIFICATIONS" above and can be changed only by a writing
signed by Landlord and Tenant.
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C. Counterparts. If this Amendment is executed in counterparts, each is
hereby declared to be an original; all, however, shall constitute but one
and the same amendment. In any action or proceeding, any photographic,
photostatic, or other copy of this Amendment may be introduced into
evidence without foundation.
D. Defined Terms. All words commencing with initial capital letters in this
Amendment and defined in the Lease shall have the same meaning in this
Amendment as in the Lease, unless they are otherwise defined in this
Amendment.
E. Corporate and Partnership Authority. If Tenant is a corporation or
partnership, or is comprised of either or both of them, each individual
executing this Amendment for the corporation or partnership represents
that he or she is duly authorized to execute and deliver this Amendment
on behalf of the corporation or partnership and that this Amendment is
binding upon the corporation or partnership in accordance with its terms.
F. Attorneys' Fees. The provisions of the Lease respecting payment of
attorneys' fees shall also apply to this Amendment.
V. EXECUTION.
Landlord and Tenant executed this Amendment on the date as set forth in
"I. PARTIES AND DATE." above.
LANDLORD: TENANT:
THE IRVINE COMPANY UROHEALTH SYSTEMS,INC.
a Michigan corporation a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXX By: /s/ XXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx, Vice President, Xxxxx X. Xxxxxxx
and General Manager, Irvine Office Title: Executive V.P. & CFO
Company, a division of The Irvine
Company
By: /s/ XXXX X. XXX By: /s/ XXXXX X. XXXXXXX
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Xxxx X. Xxx Xxxxx X. Xxxxxxx
Assistant Secretary Title: Senior V.P. & Secretary
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