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EXHIBIT 10.14
FIRST AMENDMENT TO LEASE
between
ALLSTATE LIFE INSURANCE COMPANY
and
ICARUS INTERNATIONAL, INC.
THIS FIRST AMENDMENT TO LEASE (the "Amendment"), made effective for all
purposes as of the 31st day of December, 1997, by and between ALLSTATE LIFE
INSURANCE COMPANY ("Landlord") and ICARUS INTERNATIONAL, INC. ("Tenant").
W I T N E S S E T H:
WHEREAS, Landlord and Tenant did enter into a certain Lease dated
December 31, 1997 (the "Lease") for certain premises fifth "Original Premises")
located on the fifth floor of the building known as Jefferson Plaza (the
"Building"), all as more particularly described in the Lease; and
WHEREAS, Landlord and Tenant desire to amend the Lease to correct
certain provisions thereof which inadvertently do not reflect the original
agreement of the parties; and
WHEREAS, Tenant desires to lease from Landlord and Landlord desires to
lease to Tenant certain additional office space located on the fourth floor of
the Building (the "Additional Premises"), which Additional Premises is to be
added to the description of Leased Premises is to be added to the description of
the Leased Premises and leased by Tenant under the same terms and conditions as
the Original Premises, including a corresponding allowance for the buildout of
improvements thereto similar to the Allowance granted Tenant for the
Improvements to be constructed by Landlord with respect to the Original
Premises.
NOW, THEREFORE, in consideration of the foregoing recitals (which are
hereby incorporated by reference and made a part hereof), the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and adequacy of which is conclusively acknowledged by the parties,
Landlord and Tenant covenant and agree as follows:
1. The parties hereby incorporate into the Leased Premises the
Additional Premises, which Additional Premises is comprised of approximately
1644 rentable square feet on the fourth floor of the Building as shown and
located as Section A on the floor plan attached hereto and made a part hereof as
Schedule 1B. All references to the "Leased Premises" in the Lease shall be
deemed a reference to both the Original Premises and the Additional Premises,
and Section 1.1(a) is hereby amended accordingly. All capitalized terms utilized
herein shall have the same meaning as that attributable to them in the Lease
unless the context of this Amendment dictates otherwise.
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2. Section 1.1(d) of the Lease is hereby amended to reflect
Tenant's Square Footage as 30,566 rentable square feet. Section 1.1(f) of the
Lease is hereby amended to reflect the revised initial Base Rent of $603,678.50
per year, payable in monthly installments of $50,306.54 plus applicable sales
tax, if any. Section 1.1(g) of the Lease is hereby amended to reflect Tenant's
Pro Rata Share as 26.53%. Moreover, the parties acknowledge and agree that the
Base Rent for lease years 2 through 10 shall be as follows notwithstanding
anything in Section 1.1(f) of the Lease to the contrary, which calculations
below incorporate all fixed annual increases of three percent (3%) in the Base
Rent except for the 6th lease year which incorporates a $1.00 per sq. ft.
increase in lieu of the three percent (3%) annual increase:
Lease Year Rent (PSF) Base Rent Monthly Installments
---------- ---------- --------- --------------------
2 $20.34 $621,788.86 $ 51,815.74
3 $20.95 $640,442.52 $ 53,370.21
4 $21.58 $659,655.80 $ 54,971.32
5 $22.23 $679,445.47 $ 56,620.46
6 $23.23 $710,011.47 $ 59,167.62
7 $23.93 $731,311.81 $ 60,942.65
8 $24.64 $753,251.17 $ 62,770.93
9 $25.38 $775,848.70 $ 64,654.06
10 $26.14 $799,124.16 $ 66,593.68
In the event the Additional Premises are not completed and delivered to
Tenant concurrently with the Original Premises, the Leased Premises, Tenant's
Square Footage, Base Rent, Tenant's Pro Rata Share of Operating Costs and other
obligations under the Lease shall be as originally outlined in the Lease prior
to this Amendment except that the Base Rent for the Original Premises shall be
as specified below (which calculations incorporate all fixed annual increases of
three percent (3%) in the Base Rent except for the sixth lease year which
incorporates a $1.00 per sq. ft. increase in lieu of the three percent (3%)
annual increase):
Lease Year Rent (PSF) Base Rent Monthly Installments
---------- ---------- --------- --------------------
1 $19.75 $571,209.50 $47,600.79
2 $20.34 $588,345.79 $49,028.82
3 $20.95 $605,996.16 $50,499.68
4 $21.58 $624,176.04 $52,014.67
5 $22.23 $642,901.32 $53,575.11
6 $23.23 $671,823.32 $55,985.28
7 $23.93 $691,978.02 $57,664.84
8 $24.64 $712,737.37 $59,394.78
9 $25.38 $734,119.49 $61,176.62
10 $28.14 $756,143.07 $63,011.92
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3. Notwithstanding anything in the Lease to the contrary, the
Deposit shall be held by Landlord in a segregated account for this purpose, in
the name of Landlord, and returned to Tenant in accordance with the provisions
of Section 3.2 of the Lease, and Landlord agrees to transfer the Deposit to any
successor or assign of Landlord and such transferee shall be required to (and
shall) hold the Deposit in a segregated account for this purpose, in the name of
Landlord, in accordance with the terms hereof.
4. Landlord and Tenant acknowledge and agree that the Additional
Premises have not currently been incorporated into the Preliminary Plan,
Construction Documents and other materials pertaining to the construction of the
Improvements for the Original Premises, and that the Landlord shall construct
the Improvements or Leasehold Improvements (as such term is used in Schedule 6
of the Lease) for the Additional Premises in accordance with the provisions of
Schedule 6. An outline of the Additional Premised is attached hereto as Schedule
1B and the Preliminary Plan of the Additional Premises when approved and
initialled by the parties will be incorporated by reference and made a part of
the Lease as Schedule 1C. A separate set of Construction Documents shall be
prepared for the Additional Premises, along with the Final Cost for such
Leasehold Improvements, and the Landlord agrees to pay the costs attributable to
the construction of the Leasehold Improvements for the Additional Premises up to
an aggregate maximum limit of $20.00 per square foot of Tenant's Square Footage
applicable to the Additional Premises; it being the intent of the parties that
the buildout of the Leasehold Improvements for the Additional Premises shall be
a separate process notwithstanding the parties desire to construct such
Leasehold Improvements for the Additional Premises concurrently with those being
constructed for the Original Premises; provided however, that Tenant shall be
entitled to use and apply any unused portion of the $20 per square foot
improvement allowance applicable to the Additional Premises for the costs of the
Improvements to the Original Premises. Landlord acknowledges and agrees that it
will use its reasonable efforts to deliver the Additional Premises to Tenant
concurrently with delivery of the Original Premises. However, in the event the
Additional Premises are not completed and delivered to Tenant concurrently with
the Original Premises, the Lease Commencement Date for the Additional Premises
shall be separately determined and, upon delivery of the Additional Premises to
Tenant in accordance with the terms hereof, Tenant's Square Footage, Base Rent,
Tenant's Pro Rata Share of Operating Costs and other obligations of Tenant under
the Lease shall be as specified in this Amendment for the combined Original
Premises and Additional Premises.
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5. Paragraph 2 (Option to Renew) of Schedule 8 of the Lease is
hereby amended by adding the following:
Notwithstanding anything in this Paragraph 2 of Schedule 8 to
the contrary, Tenant's right to exercise the Option to Renew
shall be further conditioned upon Tenant not having previously
assigned the Lease or sublet more than twenty-five percent
(25%) of the Leased Premises to an independent, unrelated
third party; it being the intent of the parties that Tenant's
right to exercise the Option to Renew shall not be lost or
affected by virtue of an assignment of the Lease or a sublease
of twenty-five percent (25%) or more of the Leased Premises to
(i) any parent, subsidiary or affiliate of Tenant, (ii) any
entity into which the Tenant is merged or consolidated and/or
(iii) any person or entity acquiring all or substantially all
of the assets of Tenant.
6. Paragraph 3 (Right of First Opportunity) of Schedule 8 of the
Lease is hereby amended by adding the following:
Notwithstanding anything in this Paragraph 3 of Schedule 8 to
the contrary, from time to time, upon written notice to
Landlord of its need for additional space and for a period of
six (6) months thereafter, Tenant shall be entitled to
exercise its Right of First Opportunity with respect to any
space becoming available on the fourth (4th) floor of the
Building during such six (6) month period, subject only to the
prior rights, if any, of any existing tenant of the Building
as such right(s) exist as of the date of the Lease; it being
the intent of the parties that Landlord shall offer to Tenant
such space on the fourth (4th) floor of the Building as may
become available during each six (6) month period following
any such notice provided by Tenant (or its agent) to Landlord.
Landlord and Tenant agree to execute a written amendment to
the Lease outlining the agreed upon economic terms of the
Lease applicable to such expansion space within thirty (30)
days of the date the parties agree upon such economic terms to
incorporate such expansion space within the definition of the
Leased Premises for the balance of the term (and any extension
thereof).
7. Paragraph 4 (Option to Terminate) of Schedule 8 of the Lease
is hereby amended by deleting the first sentence and replacing it with the
following:
In the event Landlord is not able to offer Tenant at least two
thousand three hundred eighty-two (2,382) rentable square feet
of expansion space in the Building during the fifth (5th) and
sixth (6th) lease years of the original term of this Lease,
Tenant shall have a one time
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right to terminate the Lease on the last day of the seventh
(7th) lease year ("Early Termination Date"). In the event
Tenant exercises its Right of First Opportunity pursuant to
the terms of Paragraph 3 of Schedule 8 of the Lease so as to
expand the Leased Premises by two thousand three hundred
eighty-two (2,382) or more rentable square feet on or before
the expiration of the sixth (6th) lease year, the right of
termination granted Tenant hereunder shall be void and of no
legal effect.
8. Except as expressly amended, modified and/or supplemented by
the terms of this Amendment, all other terms and conditions of the Lease (to the
extent not in conflict with the terms of this Amendment) are hereby ratified and
confirmed by the parties.
IN WITNESS WHEREOF, the parties have caused this First Amendment to
Lease to be signed by their duly authorized representatives as of the day and
year first above written.
LANDLORD:
Witness/Attest: ALLSTATE LIFE INSURANCE COMPANY
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By:
Its:
Date:
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Attest: ICARUS INTERNATIONAL INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. Bleaker
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇. Bleaker, President
Date: 30 March 1998
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