EXHIBIT 10.8
XXXXXXXX XX XXX XXXXXXXXX XX XXXX, X.X. LEASE
THIS ADDENDUM TO AND EXTENSION OF YORK, U.K. LEASE ("Addendum") amends
and extends the Lease between BIO-METRICS PROPERTIES, LTD. ("Landlord") and
ACCENT OPTICAL TECHNOLOGIES (U.K.) LTD. (formerly known as ACCENT SEMICONDUCTOR
TECHNOLOGIES (U.K.) LTD., "Tenant") dated July 28, 2000 ("Lease").
The parties hereby agree as follows to amend the Lease to effect the
following:
1. Section 1.1.13 shall be amended to read as follows: "The
"Term" shall mean the "Initial Term" and the "Extended Term." The "Initial Term"
shall mean the period from July 28, 2000 to February 28, 2003 and the "Extended
Term" shall mean the period from March 1, 2003 to February 28, 2006." Unless
otherwise defined herein, defined terms shall have the meaning or definition
used in the Lease.
2. Notwithstanding anything contained in the Lease, Tenant shall
be responsible for "Operating Expenses" and "Repairs." For purposes of this
Agreement, "Operating Expenses" shall include all costs and expenses of every
kind and nature incurred with respect to the use, occupancy, maintenance and
operation of the Premises, except Repairs (as defined herein). For purposes of
this Agreement, "Repairs" shall mean (i) the expenses listed in Section 5.2 of
Exhibit 5 for the Initial Term through the date of this Addendum; and (ii) for
the period from the date of this Addendum through termination of the Lease,
including the Extended Term, the maintenance and repairs listed in Sections 5.1
and 5.2 for which Tenant shall be responsible at Tenant's cost; provided, if the
cost of such structural repairs in Section 5.1 exceeds or would exceed $50,000
in any one lease year (3/1 to 2/28, 2/29 in a leap year; provided, for such
purposes the period from date of execution of this Addendum to 2/28/03 shall be
included in the period 3/1/03 to 2/29/04), Tenant may elect to terminate the
Lease, rather than make such repair(s). Landlord agrees that, if the cost of any
such repair is covered by Landlord's insurance policy for the Building, Landlord
will make the proceeds available to Tenant to make any repairs under Section
5.1; provided, Tenant shall pay fifty percent (50%) of any deductible up to
$50,000 per lease year. Notwithstanding anything contained herein, If Landlord
determines that Tenant cannot continue to occupy the Premises without structural
repair or other maintenance to the portions of the Building not comprising the
Premises for any reason, then Landlord may elect to terminate the Lease, rather
than make such repairs or perform such maintenance, unless Tenant agrees to make
such repairs or perform such maintenance within fifteen (15) days of notice of
the need for such repairs or maintenance from Landlord.
3. Additionally, Tenant shall be responsible for all Utilities
and Tenant shall pay when due all charges for services and Utilities incurred in
connection with the use, occupancy, operation and maintenance of the Premises,
including (but not limited to) charges for fuel, water, gas, electricity,
sewage, disposal, power, refrigeration, air conditioning, telephone and
janitorial services. If any utility services are provided through Landlord,
charges to Tenant shall be comparable to the prevailing rates for comparable
services. If there are other tenants on the property and the charges are not
separately metered or stated, Landlord shall apportion the
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charges on an equitable basis and Tenant shall pay its apportioned share on
demand for the Premises.
4. The parties agree that the Lease, as amended herein, shall
remain in full force and effect through the remainder of the Term, subject to
earlier cancellation as provided herein. The Lease, as amended herein, shall be
interpreted to give full force and effect to the modifications herein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective this 28th day of January 2003.
EXECUTED as a DEED by )
BIO-METRICS PROPERTIES )
Authorized officers )
Director
Director/Secretary /s/
EXECUTED as a DEED by )
ACCENT SEMICONDUCTOR )
TECHNOLOGIES (U.K.) LTD. )
Acting by its duly authorized officers )
Director /s/
Director/Secretary
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EXHIBIT 5
Exhibit 5. Repairs and Maintenance
5.1 Major Structural Repairs. Subject to Section 2 of the Addendum
to the Lease, if any of the following repairs are necessary to the Premises,
Tenant, subject to its rights to cancel the Lease or its rights to insurance
proceeds from Landlord under Section 2 of the Addendum, shall make the following
repairs:
(1) Repairs and maintenance of the roof and gutters, exterior
walls (including painting), bearing walls, structural members, floor slabs, and
foundation.
(2) Repair of sidewalks, driveways, curbs, parking areas, and
areas used in common by Tenant and Landlord or tenants of other portions of the
same building.
(3) Repair and maintenance of exterior water, sewage, gas, and
electrical services up to the point of entry to the Premises.
(4) Repair of the heating and air conditioning system other than
ordinary maintenance.
5.2 Tenant's Obligations. The following as to the Premises shall
be the responsibility of Tenant:
(1) Repair of interior walls, ceilings, doors, windows, and
related hardware, light fixtures, switches, and wiring and plumbing from the
point of entry to the Premises.
(2) Any repairs necessitated by the negligence or willful
misconduct of Tenant, its agents, employees, and invitees, including repairs to
the Building that would otherwise be covered under Section 5.1.
(3) Ordinary maintenance of the heating and air conditioning
system and any repairs necessary because of improper maintenance.
(4) Any repairs or alterations required under Tenant's obligation
to comply with laws and regulations as set forth in the Lease.
(5) All other repairs to the Premises.
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January 28, 2003
Bio-Metrics Properties, Ltd.
RE: YORK LEASE
Accent Optical Technologies (U.K.) Ltd. ("Accent") and Bio-Metrics
Properties, Ltd. ("Bio-Rad") have entered into an amendment and extension of the
York Lease today. As part of the Amendment and Extension, Accent agreed to bear
certain operating costs during the initial term of the York Lease and those
operating costs and certain repair costs during the extension period.
Certain costs to be borne under the lease by one party have been
previously paid or borne by the other party ("York Lease Costs"). Further, there
are certain amounts owing between the parties (and their affiliates) under the
Supply and Transition Services Agreement, which amounts together with the York
Lease Costs, are documented in an attachment hereto.
The parties agree that such amounts owed between the parties
(approximately $1,538,477 due Accent and approximately $1,041,765 due Bio-Rad)
shall offset each other entirely. The offset shall be in full and final
settlement of such amounts and Accent waives and releases Bio-Rad from any claim
for the difference between the amounts. As described in the attachment, the
offset shall not include $299,424, consisting of $100,000 collected from TSMC,
$36,220 from Intel owed to Accent, and $163,204 (originally Singapore Dollars
$262,826.13) from Data Storage that Bio-Rad has collected. Bio-Rad will assure
that such $299,424 be promptly remitted to Accent's United Kingdom affiliate. To
the extent this letter relates to obligations of a party under the York Lease,
this letter shall be deemed to be an amendment to such lease. Please acknowledge
below your agreement as to such waiver/offset of certain costs/expenses owing
between the parties, except such $ 299,424.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
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ACKNOWLEDGED AND AGREED:
BIO-METRICS PROPERTIES
Authorized officers
Director
Director/Secretary /s/
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LEASE ADJUSTMENTS DUE ACCENT:
SCHEDULE 1
ACCENT OPTICAL TECHNOLOGIES (U.K.) LTD
FACILITIES COSTS TO RECHARGE TO BIO-RAD [GB(POUND)]
Comm- Property Health &
Total unications Gas Power Water Tax Safety
-------- ---------- ------ ------- ----- -------- --------
Base Period 132,578 36,708 8,668 42,117 5,622 39,463
======== ========== ====== ======= ===== ======== =======
Year ended 31 July 2001 192,733 36,539 10,412 54,960 3,447 45,750 41,624
-------- ---------- ------ ------- ----- -------- -------
Year ended 31 July 2002 170,155 39,120 12,514 64,517 2,531 51,473
-------- ---------- ------ ------- ----- -------- -------
1 August 2002 to date (pre VAT) 60,696 17,399 418 15,820 619 26,440 0
-------- ---------- ------ ------- ----- -------- -------
subttl 423,583 93,058 23,345 135,296 6,597 123,663 41,624
VAT @ 17.5% 52,486 16,285 4,085 23,677 1,154 7,284
-------- ---------- ------ ------- ----- -------- -------
Due to Accent at 11/30/02 476,069 109,343 27,430 158,973 7,751 123,663 48,908
======== ========== ====== ======= ===== ======== =======
Converted to US $$ @ $1.598 $760,759
========
Please Note that the 41,624 Health and Safety issue was required to be installed
and was agreed to be paid for by Bio-Rad.
Balances Under the Original Transaction Agree and Service Agreements
ACCENT OPTICAL TECHNOLOGIES
BIO-RAD RECONCILIATION
US DOLLARS
Due Due Net Due to
Bio-Rad (1) Accent (2) Bio-Rad
----------- ---------- ----------
US balance per ledger 335,086 194,288 140,798
UK balance per ledger 706,679 583,430 123,249
Balance at 30 Nov 02* 1,041,765 777,718 264,048
(EXCLUDES $299,424 OF PAYMENTS MADE TO BIO-RAD BY TSMC, INTEL AND DATA
STORAGE[CHARTERED SEMI]
(1) BALANCES DUE BIO-RAD INCLUDE BUT ARE NOT LIMITED TO:
Distribution Agreement fees, IT charges, Moving cost of Xxxxxxxx, Expenses that
Bio-Rad paid on behalf of Accent, Severance and retention payments. For the
avoidance of doubt, the
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balances due to Bio-Rad which are to be offset hereby does not include any
amounts due or to become due to Bio-Rad under that certain Seller Note of Accent
in favor of Bio-Rad in the original principal amount of $8,000,000 dated July
31, 2002.
(2) BALANCES DUE ACCENT INCLUDE BUT ARE NOT LIMITED TO:
Receivables Payments collected by Bio-Rad (excepting the 3 noted payments), CDS
royalties for units shipped prior to July 31, 2000. This category amount does
not include the York facilities amounts noted in Schedule 1. This category
amount plus the York facilities amounts noted in Schedule 1 above shall be
offset entirely by the balances due Bio-Rad as described above. As noted in the
side letter to which this document is attached, Bio-Rad shall remit to Accent
the 3 noted payments made to Bio-Rad by TSMC, Intel and Data Storage (Chartered
Semi). Nothing herein or in the letter to which this attachment relates will
affect Accent's ability to collect from Bio-Rad any future payments received by
Bio-Rad on accounts receivable of Accent or on accounts receivable that have
been assigned/sold by Bio-Rad to Accent
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