EXHIBIT 10.14
SECOND AMENDMENT TO LEASE AGREEMENT BETWEEN
AETNA LIFE INSURANCE COMPANY, AS LANDLORD, AND
ELECTROSOURCE, INC., AS TENANT
To be attached to and form a part of Lease made
the 3rd day of February, 1992 (which together
with any amendments, modifications and
extensions thereof, is hereinafter called the
Lease), between Landlord and Tenant, covering a
total of 30,000 square feet and located at 0000
Xxxxxxxx Xxxxx, Xxxxxx X & B-1, Austin, Texas,
known as Mopac #4.
WITNESSETH that the Lease is hereby amended as follows:
1. The Lease shall be extended and renewed for a further term
of thirty-six (36) months to commence on the 1st day of March,
1996. The monthly base rental shall be:
March 1996 - February 1997 $ 9,480.00 per month
March 1997 - February 1998 $10,980.00 per month
March 1998 - February 1999 $12,480.00 per month
Plus property taxes, common area maintenance, and
insurance as provided herein.
2. Providing Tenant is not in default under the terms of this
lease, Tenant shall have the right to amortize up to $1.50 per
square foot ($45,000 total) for tenant finish work in the demised
premises performed only during the time preceding the
commencement date of the renewal term or the first twelve (12)
months of this renewal term. The total amount of the allowance
used by the Tenant by the end of the twelfth (12th) month of the
renewal term, which shall not exceed $45,000, shall be fully
amortized at ten percent (10%) per annum over the remaining lease
term and added to the base rent. This amortization period may be
started prior to the twelfth (12th) month but not prior to the
beginning of the renewal term and shall commence upon Tenant
notifying Landlord that all tenant finish work under this
agreement has been completed. For example, if Tenant notifies
Landlord of the completion of all Tenant finish work during the
first (1st) month of the lease term, the cost of the Tenant
finish work would be amortized into the lease rate for the
remaining 35 months. For Tenant finish work totaling $30,000.00,
the monthly rent would increase by $991.75 for this amortization.
Landlord shall pay such tenant finish allowance upon completion
of all work as evidenced by a Certificate of Occupancy by the
City of Austin, Contractors Affidavit and Subcontractors Lien
Waivers, but in no event prior to the commencement date of the
renewal term. Landlord shall only pay for costs incurred in the
interior improvement construction as evidence by contractor
invoices.
3. Landlord is the owner of the herein demised premises, as
well as the adjacent 17,018 square feet of space. It is agreed
that Tenant shall have the right of first refusal to lease the
adjacent space from the Landlord subject to the existing lease in
place with Advanced Micro Devices and subject to Tenant not being
in default. In the event a prospective tenant desires to lease
this space from Landlord, Landlord shall notify Tenant thereof in
the manner provided herein for notice, whereupon Tenant shall
have five (5) days after receipt of such notice in which to elect
to exercise Tenant's right of first refusal. In the vent Tenant
fails to give Landlord written notice of Tenant's election to
lease the adjacent space within said five (5) day period, Tenant
shall have no further right, title or interest in the adjacent
space and this right of first refusal shall terminate and be of
no further force and effected. If, on the other hand, Tenant
exercises its right to first refusal in the manner provided
above, the lease of the adjacent property shall be consummated at
a fair market rental rate.
4. Providing Tenant is not in default, Tenant shall have the
right and option to renew this Lease for one (1) additional three
(3) year term by delivering written notice thereof to Landlord at
Lease One Hundred Eighty (180) days prior to the expiration date
of the lease term, provided that at the time of such notice and
at the end of the lease term, Tenant is not in default hereunder.
Upon the delivery of said notice and subject to the conditions
set forth in the preceding sentence, this Lease shall be extended
upon the same, terms, covenants and conditions as provided in the
Lease, except that the rental payable during said extended term
shall be the prevailing market rental rate for space of
comparable size, quality and location at the commencement of such
extended term. If a conflict arises in the determination of such
FMV rental rate, a three-member committee, selected from the
Austin Board of Realtors, shall determine the FMV rental rate.
The first two members of such committee shall be selected by
Landlord and Tenant respectively, which two members shall select
the third.
5. Paragraph 9.B(i) of the Lease Agreement is hereby amended to
name the Management Company as an additional insured on all
Tenant's Liability Insurance Policies in connection with this
Lease (except for the workers' compensation policy as stated in
Paragraph 9.B)).
6. The following article previously deleted from the original
lease shall now be added back into the lease as follows:
PARAGRAPH 2. BASE RENT, SECURITY DEPOSIT AND ESCROW DEPOSITS.
C. Escrow Deposits. Without limiting in any way
Tenant's other obligations under this Lease, Tenant agrees
to pay to Landlord its Proportionate Share (as defined in
this Xxxxxxxxx 0X xxxxx) of (I) Taxes (hereinafter defined)
payable by Landlord pursuant to Xxxxxxxxx 0X xxxxx, (xx) the
cost of utilities payable by Landlord pursuant to Xxxxxxxxx
0 xxxxx, (xxx) Landlord's cost of maintaining insurance
pursuant to Paragraph 9A below, and (iv) Landlord's cost of
maintaining the Premises pursuant to paragraph 5E below and
any common area charges payable by Tenant in accordance with
Paragraph 4B below (collectively, the "Tenant Costs").
During each month of the term of this Lease, on the day that
rent is due hereunder, Tenant shall deposit in escrow with
Landlord an amount equal to one-twelfth (1/12) of the
estimated amount of Tenant's Proportionate Share of the
Tenant Costs. Tenant authorizes Landlord to use the funds
deposited with Landlord under this Xxxxxxxxx 0X to pay such
Tenant Costs. The initial monthly escrow payments are based
upon the estimated amounts for the year in question and
shall be increased or decreased annually to reflect the
projected actual mount of all Tenant Costs. If the Tenant's
total escrow deposits for any calendar year are less than
Tenant's actual Proportionate Share of the Tenant Costs for
such calendar year, Tenant shall pay the difference to
Landlord within ten (10) days after demand. If the total
escrow deposits of Tenant for any calendar year are more
than Tenant's actual Proportionate Share of the Tenant Costs
for such calendar year, Landlord shall retain such excess
and credit it against Tenant's escrow deposits next maturing
after such determination. In the event the Premises
constitute a portion of a multiple occupancy building (the
"Building"), Tenant's "Proportionate Share" with respect to
the Building, as used in this Lease, shall mean a fraction,
the numerator of which is the gross rentable area continued
in the Premises and the denominator of which is the gross
rentable area contained in the entire Building. In the
event the Premises or the Building is part of a project or
business park owned, managed or leased by Landlord or an
affiliate of Landlord (the "Project"), Tenant's
"Proportionate Share" of the Project, as used in this Lease,
shall mean a fraction, the numerator of which is the gross
rentable area continued in the premises and the denominator
of which is the gross rentable are contained in all of the
buildings (including the Building) within the Project.
7. The following sentence previously deleted from the original
lease shall now be added back into the lease as follows:
PARAGRAPH 3. TAXES
A. Real Property Taxes. Subject to reimbursement
under Paragraph 2C herein
8. The following article previously deleted from the original
lease shall now be added back into the lease as follows:
PARAGRAPH 4. LANDLORD'S REPAIRS AND MAINTENANCE.
B. Tenant's Share of Common Area Charges. Tenant
agrees to pay its Proportionate Share of the cost of (I)
maintenance and/or landscaping (including both maintenance
and replacement of landscaping) of any property that is a
part of the Building and/or the Project; (ii) operating,
maintaining and repairing any property, facilities or
services (including without limitation utilities and
insurance therefor) provided for the use or benefit of
Tenant or the common use or benefit of Tenant and other
lessees of the Project or the Building; and (iii)
administrative fee of fifteen percent (15%) of all common
area maintenance charges. With the exception of this 15%
administrative fee, Tenant shall not be responsible or
liable for Landlord's management fees or related
reimbursements.
9. The following sentence previously deleted from the original
lease shall now be added back into the lease as follows:
PARAGRAPH 9. INSURANCE.
A. Landlord's Insurance. Subject to reimbursement
under Paragraph 2C herein,
10. Landlord and Tenant acknowledge and represent to one another
that, other than Xxxxxxxx Xxxx Center Texas, Inc., representing
Landlord and Oxford Commercial, Inc., representing Tenant, no
real estate broker has been involved in this transaction. As
material consideration in this transaction, Landlord agrees to
cause a commission to be paid to Oxford Commercial, Inc. in an
amount which is equal to 4% of the aggregate net rent due under
this agreement (a total of $15,120.00) which has been amortized
into the lease rate. Such commission shall be due and payable
upon commencement of the renewal term.
Except as herein and hereby modified and amended the
Agreement of Lease shall remain in full force and effect and all
the terms, provisions, convenants and conditions thereof are
hereby ratified and confirmed.
DATED AS OF THE 1 DAY OF NOVEMBER, 1995.
WITNESS: LANDLORD:
AETNA LIFE INSURANCE COMPANY
BY: AETNA REALTY INVESTORS INC., ITS AGENT
/s/ BY: /s/
DIRECTOR
WITNESS: TENANT:
ELECTROSOURCE, INC.
/s/ BY: /s/
TITLE: Vice President and General Counsel
